Form 1-Z Filings

What Is SEC Form 1-Z?

SEC Form 1-Z is an exit report used under Regulation A. It serves two distinct purposes depending on the issuer and offering tier: Tier 1 issuers use Form 1-Z to report the termination or completion of a qualified Regulation A offering, while eligible Tier 2 issuers may use the form to certify suspension of their ongoing Regulation A reporting obligations.

For Tier 1 offerings, Form 1-Z must generally be filed no later than 30 calendar days after the offering is terminated or completed. Part I of the form provides summary information about the offering, including securities sold, offering proceeds, expenses, and service providers.

For eligible Tier 2 issuers, Form 1-Z can be used to certify suspension of the duty to file ongoing Regulation A reports under Rule 257(d). The issuer must satisfy applicable conditions relating to its reporting history, number of holders of record, and offering status. When those conditions are satisfied, the reporting duty is suspended immediately upon filing.

Researchers can review the issuer’s original Form 1-A together with Form 1-Z to understand the complete lifecycle from qualification and capital raising through offering completion or termination of ongoing reporting.

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

• Name and identifying information of the issuer
• Commission File Number
• Date of qualification and commencement of the offering, where Part I applies
• Amount and price of securities qualified and sold
• Gross and net offering proceeds
• Offering expenses and names of applicable service providers
• Classes of securities covered by a reporting-suspension certification
• Approximate number of holders of record, where Part II applies
• Certification that applicable Rule 257(d) conditions have been satisfied
• Authorized signature and filing date

The SEC’s Form 1-Z instructions distinguish between Part I, which contains offering and proceeds information, and Part II, which contains the certification for suspension of Regulation A reporting. A Tier 2 issuer filing to suspend reporting must also provide Part I if that information was not previously supplied in a Form 1-K.

SEC Form 1-Z Filing Deadlines

Form 1-Z timing depends on whether the filing serves as a Tier 1 exit report or a Tier 2 certification of reporting suspension.

These requirements can be compared with other Regulation A submission types through the SEC Forms Index, helping distinguish an exit report from offering statements, amendments, and ongoing reports.

Key Things to Know About Form 1-Z Filing Rules

• Two Different Regulatory Uses: Tier 1 issuers use Form 1-Z as an exit report following termination or completion of an offering, while qualifying Tier 2 issuers use Part II to suspend ongoing Regulation A reporting.
• Tier 1 Has a 30-Day Deadline: A Tier 1 issuer generally must file Form 1-Z within 30 calendar days after the termination or completion of its offering.
• Tier 2 Eligibility Is Conditional: Suspension is generally available only when the issuer satisfies Rule 257(d), including applicable holder-of-record, reporting-history, and offering-status requirements.
• Reporting Suspension Can Be Immediate: When an eligible Tier 2 issuer properly files Form 1-Z, its duty to file Regulation A reports is suspended immediately.
• Part I Is Not Required in Every Tier 2 Filing: A Tier 2 issuer filing Form 1-Z to suspend reporting generally completes Part II and must provide Part I only if the offering information was not previously reported in Form 1-K.
• Catch-Up Reports May Be Required: If the Form 1-Z is later withdrawn or denied because the issuer was ineligible, the issuer generally has 60 calendar days to file reports that would otherwise have been required.
• Form 1-Z Is Filed Through EDGAR: The filing becomes part of the issuer’s public Regulation A reporting history.

Analysts can review Regulation A offerings to connect Form 1-Z filings with the issuer’s original offering statement, amendments, annual reports, current reports, and eventual exit from the Regulation A reporting framework.