Form 1-SA vs 10-Q: semiannual vs quarterly
On Form 1-SA vs 10-Q, both are interim reports filed with the US Securities and Exchange Commission (SEC), but they come from companies under different reporting regimes and they arrive at very different frequencies. A Form 1-SA is the single half-yearly report of a Regulation A Tier 2 issuer. A 10-Q is the quarterly report of a fully public company, filed three times a year. This guide compares Form 1-SA vs 10-Q across who files, cadence, timing and depth. It is not investment advice.
Definition
Form 1-SA versus 10-Q
are both SEC interim reports. Form 1-SA is filed once a year by a Regulation A Tier 2 issuer, covering the first six months, due within 90 calendar days. Form 10-Q is filed three times a year by a fully reporting public company, due within 40 or 45 days of quarter end. Source: SEC.
Who files each, and how often?
Form 1-SA is filed by a company that raised capital under Regulation A Tier 2. Its ongoing reporting set is deliberately light: an annual Form 1-K, one semiannual Form 1-SA covering the first six months, and a Form 1-U when a triggering event occurs. That produces two scheduled financial reports a year.
Form 10-Q is filed by a company reporting under the Securities Exchange Act. It files one for each of the first three fiscal quarters; the fourth quarter is folded into the annual 10-K. That produces four scheduled financial reports a year.
2 vs 4
Scheduled financial reports per year: Regulation A Tier 2 issuer (1-K plus 1-SA) versus a fully reporting company (10-K plus three 10-Qs)
Source: SEC, Rule 257 of Regulation A and the Securities Exchange Act reporting rules
How do they differ?
| What to check | Form 1-SA | Form 10-Q |
|---|---|---|
| Filed by | Regulation A Tier 2 issuer | Fully reporting public company |
| Period covered | First six months of the fiscal year | Each of the first three fiscal quarters |
| Filings per year | One | Three |
| Deadline | Within 90 calendar days of period end | Within 40 days of quarter end for large accelerated and accelerated filers, 45 days for non-accelerated filers |
| Financial statements | Unaudited interim statements | Unaudited interim statements |
| Officer certifications | No Form 10-Q style certifications; signatures still required from the issuer and its principal executive, financial and accounting officers | Required, signed by the principal executive and financial officers |
| Other content | Management discussion and analysis | Management discussion, market risk, controls, legal proceedings, risk factor updates |
What the difference means when you read them
The gap is cadence and freshness, not honesty. A Regulation A Tier 2 issuer publishes one interim set of numbers a year and has 90 calendar days to do it, so by the time a 1-SA lands the period it covers can be a quarter stale. A fully reporting company publishes three times a year on a 40 or 45 day clock, and adds signed officer certifications each time. Both forms are signed by named officers. What the 1-SA lacks is the separate certification regime, not accountability for the filing. If you are comparing two companies and one reports on Regulation A, you are comparing different amounts of visibility, not different amounts of diligence.
Neither form is where the audited figures live. Those appear once a year, which is the comparison covered in Form 1-K vs 10-K. Between scheduled reports, events surface through a Form 1-U or an 8-K. The late-filing notification also differs: Rule 12b-25 covers a 10-Q, so a late one is signalled on a Form NT, while the rule does not extend to Regulation A reports, so there is no equivalent notice for a late 1-SA.
Both sit on the SEC's EDGAR system, free to read and searchable. Flock reads disclosure filings and keeps each one dated and linked to its source, so you can move from a summary to the original filing in one step. What any of it means for your money is your call to make.
Frequently asked questions
What is the difference between Form 1-SA and Form 10-Q?
Both are interim reports filed with the SEC. Form 1-SA is filed once a year by a Regulation A Tier 2 issuer and covers the first six months of its fiscal year. Form 10-Q is filed three times a year by a fully reporting public company, once for each of the first three fiscal quarters. Source: SEC.
How often is each filed?
A Regulation A Tier 2 issuer files one Form 1-SA per fiscal year. A fully public company files three Form 10-Q reports per fiscal year, because the fourth quarter is absorbed into the annual report on Form 10-K. Source: SEC.
Which has the longer deadline?
Form 1-SA. It is due within 90 calendar days after the end of the semiannual period. A Form 10-Q is due within 40 days of quarter end for large accelerated and accelerated filers, and within 45 days for non-accelerated filers. Source: SEC.
Are officer certifications required on both?
Only on the 10-Q, which carries certifications signed by the principal executive and financial officers. Form 1-SA has no Form 10-Q style certification, but it is not unsigned: the general instructions require signatures from the issuer and from its principal executive, financial and accounting officers. Source: SEC.
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Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.