What is Form 1-A? A guide to Reg A+ offerings
April 28, 2026
The short version
Form 1-A is the offering statement an issuer files with the SEC to qualify securities for sale under Regulation A+ ("the mini-IPO exemption"). Reg A+ comes in two flavors:
- Tier 1: up to $20 million per 12 months, state securities law (blue-sky) review required, financials reviewed but not audited.
- Tier 2: up to $75 million per 12 months, federal preemption (no state-by-state blue-sky), audited financials required, ongoing periodic reporting.
Reg A+ sits between Reg CF (max $5M, retail-friendly with light disclosure) and a full S-1 / IPO (no cap, full disclosure). It's where you find issuers raising real money from retail investors with real financials — Fundrise, MasterWorks, INX, etc.
What's on a Form 1-A
A Form 1-A is much closer to an S-1 than to a Form D notice:
- Issuer info: legal name, CIK, jurisdiction, business overview
- Tier election (1 vs 2)
- Securities offered: type (common, preferred, debt, warrants), price, max amount, over-allotment
- Use of proceeds, plan of distribution
- Risk factors (mandatory narrative)
- Management's Discussion and Analysis (MD&A)
- Financial statements: audited (Tier 2) or reviewed (Tier 1), most recent 2 fiscal years
- Officers, directors, principal shareholders
- Selling securityholders (if any)
The form variants
- Form 1-A — initial offering statement
- Form 1-A/A — amendment to the offering statement
- Form 1-A POS — post-qualification amendment (after the SEC has qualified the offering)
- Form 1-K — annual report (Tier 2 only); audited financials, business description, MD&A
- Form 1-K/A — annual report amendment
- Form 1-U — current report (Tier 2 only); 8-K-lite for material events
- Form 1-Z — termination report; ends ongoing reporting
Why Form 1-A matters
For investors: - Audited financials that aren't in Form D or Form C - Ongoing transparency through 1-K and 1-U filings - Real entry point into private companies that are too big for crowdfunding portals but not yet public
For founders: - Path to growth without an IPO: up to $75M from retail + accredited with no state blue-sky review under Tier 2 - Cost: SEC qualification typically takes 3-6 months and $50k-$300k in legal/accounting fees, plus ongoing audit cost - Public-company-lite obligations: 1-K every year, 1-U on material events
For BD / competitive intel: - The Form 1-A dataset is small but valuable — only ~50-100 active Tier 2 issuers at any given time - Industries that lean on Reg A+: real estate (Fundrise, RealtyMogul), alternative assets (MasterWorks, Vinovest), web3 / blockchain, niche consumer brands
How it differs from Form D and Form C
| Form D (Reg D) | Form C (Reg CF) | Form 1-A (Reg A+) | |
|---|---|---|---|
| Cap | None | $5M / 12 mo | $75M / 12 mo (Tier 2) |
| Investor pool | Accredited mainly | Anyone | Anyone |
| Disclosure | Notice only | Light financials | Full audited financials |
| Marketing | Restricted (506b) | Portal-mediated | Allowed publicly |
| Pre-clearance | None | Portal due diligence | SEC qualification required |
| Ongoing reporting | Annual D/A only | C-AR annually | 1-K + 1-U + 1-Z |
| Filing on EDGAR | Yes | Yes | Yes |
The headline difference: Reg A+ is the only path that gives retail investors public-company-quality audited financials without going public.
Looking them up
Form D Explorer indexes Form 1-A / 1-K / 1-U / 1-Z filings the same way it does Form D — straight from EDGAR's daily indexes — and cross-links to any Form D, Form C, or Form ADV records by the same issuer. Search the Form 1-A tab by issuer, state, or tier.