What is a Form 1-K filing? Reg A annual report
A Form 1-K filing is the annual report that a company files with the US Securities and Exchange Commission (SEC) after it has raised money through a Regulation A Tier 2 offering. It is the Regulation A counterpart to an operating company's annual report: the business, the people who run it, and audited financial statements, filed once a year. This guide explains what a Form 1-K filing contains, when it is due, and where to read it. It is not investment advice.
Definition
A Form 1-K filing
is the annual report a Regulation A Tier 2 issuer files with the SEC. It covers the business, related-party transactions, executive information, a management discussion, and audited financial statements for the two most recent fiscal years. It is filed within 120 days of fiscal year-end. Source: SEC.
What does a Form 1-K filing contain?
Form 1-K reports on a full fiscal year for a company that used Regulation A to raise capital. It generally includes:
- A description of the business and its operations for the prior fiscal years.
- Related-party transactions, beneficial ownership, and director and officer information.
- Executive compensation for the named officers.
- A management discussion and analysis of the results.
- Audited financial statements for the two most recent fiscal years.
The form has two parts: a short cover with issuer information, and an attached document carrying the disclosure and the financial statements.
When is a Form 1-K filed?
A Form 1-K is due within 120 calendar days after the issuer's fiscal year-end, under Rule 257(b)(1) of Regulation A. Ongoing reporting begins once the SEC has qualified the offering, so a company reports for the years after it starts raising money, not before.
Within 120 days
Window to file Form 1-K after fiscal year-end (Regulation A Tier 2)
Source: SEC, Rule 257(b)(1)
How does the Form 1-K fit with a company's other Regulation A reports?
A Tier 2 issuer files three kinds of ongoing report after it raises money. The Form 1-K is the annual report. Between annual reports it files a semiannual report, and it files a current report on Form 1-U within four business days of a triggering event such as an officer departure. This mirrors, at a lighter weight, how a fully public company files a 10-K each year, a 10-Q each quarter, and an 8-K for material events. For how the offering itself works, see Form 1-A vs S-1. For a direct comparison of the two annual reports, see Form 1-K vs 10-K.
Every Form 1-K sits on the SEC's EDGAR system, which you can search for free. Flock reads disclosure filings and keeps each one dated and linked to its source, so you can move from a summary to the original Form 1-K in one step. What any of it means for your money is your call to make.
Frequently asked questions
What is a Form 1-K used for?
A Form 1-K is the annual report a company that ran a Regulation A Tier 2 offering files with the SEC. It covers the business, related-party transactions, executive information, a management discussion, and audited financial statements for the prior two fiscal years. Source: SEC, Rule 257.
When is a Form 1-K filed?
A Form 1-K is filed within 120 calendar days after the issuer's fiscal year-end, under Rule 257(b)(1) of Regulation A. A company that qualified its offering earlier in the year begins this ongoing reporting once qualified. Source: SEC.
Does a Form 1-K need audited financial statements?
Yes. A Form 1-K includes audited financial statements for the two most recent fiscal years, or fewer years if the company has existed for a shorter period. This is a Tier 2 requirement under Regulation A. Source: SEC.
Where can I read a company's Form 1-K?
Every Form 1-K is filed on the SEC's EDGAR system and is free to read. Search by the company name and look under its Regulation A filings. Source: SEC EDGAR.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.