What Is SEC Form 1-K? Inside Arrived STR 2 LLC's Amended 2025 Annual Report

SEC Form 1-K is the annual report a Regulation A Tier 2 issuer must file within 120 calendar days after its fiscal year ends: two years of audited financial statements, a management discussion of results, the business as it now stands, who runs it and who owns it, and any related-party dealings. It exists because a Reg A offering circular describes a business on the day it raised money, and Form 1-K is the only recurring, audited account of what happened next.

Arrived STR 2, LLC's fiscal 2025 report is a useful one to read because it is small enough to read whole and contains every element the form is meant to surface. Filed on April 30, 2026, the last day of the 120-day window, and amended on August 12 (Form 1-K/A, accession 0001213900-26-088286), it covers twelve short-term-rental properties, each its own series, and reports $968,249 of rent, a $549,863 net loss, an auditor's going-concern paragraph and one property written down for sale.

Who files Form 1-K, and when

Regulation A has two tiers. Tier 1 offerings, up to $20 million in a twelve-month period, carry no ongoing federal reporting beyond an exit report. Tier 2 offerings, up to $75 million, come with Rule 257's reporting regime: an annual report on Form 1-K, a semiannual report on Form 1-SA with unaudited interim statements, current reports on Form 1-U for specified events, and Form 1-Z when the issuer leaves the regime.

The 1-K is due 120 calendar days after fiscal year-end. For a December 31 year that is April 30, which is when Arrived STR 2 filed. Because the statements must be audited, the audit is the binding constraint on the calendar; Stephano Slack's opinion in this report is dated April 30, 2026, the filing date.

An issuer that finds an error after filing amends with Form 1-K/A. Arrived STR 2's Amendment No. 1 states that it was filed 'solely to correct certain clerical and computational errors identified in the notes to the financial statements,' naming a cross-reference in Note 2 that pointed to the wrong note and corrections in Note 7, the related-party operational notes payable. The revenue and expense lines are unchanged between the two versions; AltStreet's review recorded the original report's net loss at roughly $531,000 against the amendment's $549,863, a difference that sits below the operating line and that the explanatory note describes as computational.

What the report contains: Arrived STR 2 as the worked example

The business section describes what the issuer is. Arrived STR 2 is a Delaware series LLC managed by Arrived Fund Manager LLC, formed to buy vacation homes and operate them as short-term rentals; each home is its own series, investors buy interests in a series for as little as $100, and the report states the company had acquired 12 properties as of both year-ends. It names the criteria the manager uses to pick homes (a projected capitalization rate above 5 percent after property management fees, four or more bedrooms, a $300,000 to $1.5 million price range) and the property manager, Boutiq, Inc., paid 19.5 percent of rents and fees, stepping to 18 percent after its first accounting period.

The financial statements are consolidated and consolidating: one column per series and a total. Rental income was $968,249 in 2025, up from $739,618, with Byers ($151,584) and Tiara ($112,308) the largest and Vita reporting nothing in either year. Total operating expenses were $1,441,784, of which depreciation is the largest single line, and every series lost money, from Byers at $14,976 to Vita at $136,127. The consolidated net loss was $549,863.

The notes carry what the cover page cannot. Note 3 holds the going-concern discussion: the company 'has a lack of liquidity, and losses from operations since inception,' and its ability to continue for a year from issuance 'is dependent upon their ability to generate cash flow from their rental activity and/or obtain financing from the manager.' The auditor repeats that in an explanatory paragraph of its opinion. The impairment note records the Vita property classified as held for sale at $621,000 with a $25,339 loss, the first impairment across any Arrived entity per AltStreet's review. And the valuation policy explains that the manager's own accountants and asset management team calculate a quarterly net asset value per series from estimated property values, market rents and comparable sales, a process the report says is not intended to comply with GAAP fair value standards.

How Form 1-K fits with 1-A, 1-SA, 1-U, 1-Z and the 10-K

Form 1-A is filed once, before sales, and the offering circular inside it is what a buyer relies on at purchase. After that, Form 1-K arrives annually, Form 1-SA six months in with unaudited statements, Form 1-U when a specified event happens, and Form 1-Z when the issuer terminates or suspends its Reg A reporting. Arrived STR 2's own EDGAR trail shows the rhythm: a 1-SA in September 2025, 1-Us most months announcing distributions and NAV, 253G2 supplements each quarter updating the offering circular, the 1-K in April and the 1-K/A in August.

The 1-K is a deliberately lighter cousin of the Exchange Act's Form 10-K. It requires two years of audited statements rather than three, a shorter management discussion, and no auditor attestation on internal controls. That is the trade Regulation A makes: a cheaper path to public capital in exchange for less disclosure, with the annual audit as the floor.

How to find a Form 1-K, and what to check first

Every Form 1-K is public on EDGAR. Search the issuer's name or CIK, filter by form type 1-K, and read the amendment if there is one. Arrived STR 2's filings sit under CIK 0001968039. Four things to check first in any 1-K: the auditor's opinion and whether it carries a going-concern paragraph; the consolidating statements, so that a pooled loss can be traced to individual series; the notes on related-party transactions and fees, which is where the sponsor's economics are stated; and the valuation policy, which says whether the NAV investors see is a GAAP fair value or the manager's estimate.

What this filing does not show

A Form 1-K is a disclosure the SEC receives, not a judgment it renders; nothing about the filing is an endorsement of the issuer or its securities. The figures are as of December 31, 2025 and audited to that date; the NAV per series inside is the manager's estimate on that basis, and any secondary price on the PPEX ATS may differ.

The report says what changed in the amendment and why, in its own words: clerical and computational errors in the notes. It does not reconcile the amended net loss to the original report line by line, and AltStreet's comparison of the two figures is drawn from its own review of both filings, not from a reconciliation the issuer published.

Because Arrived STR 2 is a Tier 2 issuer, nothing here describes Tier 1 reporting. And a single year's report says nothing about the properties' eventual outcomes; the going-concern paragraph describes the issuing entity's liquidity, and the Vita impairment describes one property's carrying value, not the portfolio.