What is a Form 1-U filing? Reg A current report
A Form 1-U filing is the current report that a company files with the US Securities and Exchange Commission (SEC) to announce a significant event after it has raised money through a Regulation A Tier 2 offering. It is the Regulation A version of an event-driven update: something changes, and the issuer tells the market within a few days rather than waiting for its next scheduled report. This guide explains what a Form 1-U filing is, when it is due, and what triggers it. It is not investment advice.
Definition
A Form 1-U filing
is the current report a Regulation A Tier 2 issuer files with the SEC within four business days of a triggering event, such as a change in control, an officer departure, or a change of auditor. It reports the event promptly instead of waiting for the annual report. Source: SEC.
What does a Form 1-U filing report?
Form 1-U is how a company that used Regulation A reports a material event between its regular filings. The triggering events include:
- Fundamental changes to the business.
- Bankruptcy or receivership.
- A material modification to the rights of security holders.
- A change in the certifying accountant.
- Non-reliance on previously issued financial statements.
- A change in control of the issuer.
- The departure of the principal executive, financial, or accounting officer.
- Unregistered sales of 10% or more of outstanding equity securities.
When is a Form 1-U filed?
A Form 1-U is due within four business days of the triggering event, under Rule 257(b)(4) of Regulation A. The list of events that force a Form 1-U is deliberately shorter than the list for a fully public company, so a Tier 2 issuer files current reports less often than a company filing 8-Ks.
Within 4 business days
Window to file Form 1-U after a triggering event (Regulation A Tier 2)
Source: SEC, Rule 257(b)(4)
How does the Form 1-U compare with an 8-K?
The Form 1-U plays the same role in Regulation A that the 8-K plays for a fully public company: a prompt, event-driven report. The difference is scope. A public company files an 8-K for a long list of events; a Tier 2 issuer files a Form 1-U for a narrower set. Between these current reports, the issuer still files its annual Form 1-K and a semiannual report. For how the underlying offering is registered, see Form 1-A vs S-1, and for the exempt-offering alternative, see Form 1-A vs Form C.
Every Form 1-U 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-U in one step. What any of it means for your money is your call to make.
Frequently asked questions
What is a Form 1-U used for?
A Form 1-U is the current report a company that ran a Regulation A Tier 2 offering files with the SEC to announce a significant event between its regular reports. It covers events such as a change in control, an officer departure, or a change of auditor. Source: SEC, Rule 257.
When is a Form 1-U filed?
A Form 1-U is filed within four business days of a triggering event, under Rule 257(b)(4) of Regulation A. It reports the event promptly rather than waiting for the next annual or semiannual report. Source: SEC.
What events trigger a Form 1-U?
Triggering events include fundamental changes, bankruptcy, a material change to the rights of security holders, a change in the certifying accountant, non-reliance on previously issued financial statements, a change in control, the departure of a principal officer, and unregistered sales of 10% or more of outstanding equity. Source: SEC.
Where can I read a company's Form 1-U?
Every Form 1-U 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.