Form 1-Z Filings

What Is SEC Form 1-Z?

SEC Form 1-Z is an exit report filed under Regulation A that provides summary information about a Regulation A offering and notifies the Securities and Exchange Commission (SEC) that the offering has been terminated or completed. For Tier 1 offerings, issuers generally file the exit report no later than 30 calendar days after the termination or completion of the offering.

For Tier 2 offerings, Form 1-Z is also used to certify suspension of the issuer’s duty to file ongoing Regulation A reports when the applicable exit conditions are met, including completion of required reporting and holder-of-record thresholds. Upon an eligible filing, the suspension of the duty to file reports is effective immediately.

Form 1-Z helps ensure transparency by documenting the offering’s conclusion, proceeds, and expenses, as well as the issuer’s status regarding continuing disclosure obligations under Regulation A. The form is filed electronically via EDGAR and includes a certification section regarding the suspension of reporting, where applicable. See the SEC’s Form 1-Z filing materials for the official format and required disclosures.

Key elements typically found in SEC Form 1-Z include:

• Name of the issuer and identifying information
• Offering statement file number and offering details
• Summary information regarding securities sold and offering proceeds
• Fees and service providers associated with the offering
• Certification details related to suspension of the duty to file reports (where applicable)
• Signature and authorization information

SEC Form 1-Z Filing Deadlines

SEC Form 1-Z is an event-driven filing tied to the termination or completion of a Regulation A offering and, for certain issuers, eligibility to exit ongoing Regulation A reporting. Timing requirements vary depending on whether the filing is being made as a Tier 1 exit report or to certify suspension of reporting obligations under the Regulation A framework.

Key Things to Know About Form 1-Z Filing Rules

• Exit Report Purpose: Form 1-Z is used to report the termination or completion of a Regulation A offering and to provide required summary information about proceeds, fees, and related offering details.
• Tier 1 Timing Requirement: For Tier 1 offerings qualified under Regulation A, issuers must file Form 1-Z no later than 30 calendar days after the termination or completion of the offering.
• Tier 2 Exit From Ongoing Reporting: For Tier 2 issuers, Form 1-Z includes a certification section that can be used to suspend the duty to file ongoing Regulation A reports when the applicable conditions are met, and the suspension is effective upon filing.
• Eligibility Still Matters: If a Form 1-Z is withdrawn or denied because the issuer was ineligible to use the exit process, the issuer must file the required reports within the applicable timeframe as though the Form 1-Z had not been filed.
• Filed Through EDGAR: Form 1-Z is submitted electronically with the SEC and follows the Commission’s prescribed format for Regulation A exit reporting and related certifications.

To monitor Regulation A offering activity and exit filings, our platform helps you track Form 1-Z submissions using the SEC Forms Index. Visit How to Search EDGAR Filings to know more about tracking SEC filings & insight.