What Is SEC Form 1-U? Three Landa App 3 Filings on One Atlanta House, Explained

SEC Form 1-U is the current report that Regulation A Tier 2 issuers must file with the SEC within four business days of specified events: a change in control, a bankruptcy, a change of auditor, a departure of principal officers, and a catch-all for other material developments. It is Regulation A's answer to Form 8-K, and it is the only way investors in these offerings learn what happened between the annual report on Form 1-K and the semiannual report on Form 1-SA.

The form is short and mechanical, and a single filing rarely tells the whole story. Three Form 1-Us filed in 2026 by Landa App 3 LLC, all about one property at 996 Greenwood Ave NE in Atlanta, show how the form works and why it has to be read in sequence: an affiliate loan in May, a foreclosure sale and dissolution in June, and in July a second affiliate loan dated the day of the sale.

What Form 1-U is and why it exists

Form 1-U belongs to Regulation A, the exemption that lets issuers raise capital from the public without a full registration statement. Regulation A has two tiers. Tier 1 offerings, capped at $20 million in a 12-month period, carry no ongoing periodic reporting; the issuer files an exit report on Form 1-Z when the offering ends. Tier 2 offerings, capped at $75 million, come with an ongoing reporting regime modeled loosely on public-company disclosure: an annual report (Form 1-K), a semiannual report (Form 1-SA), and, when a specified event occurs, a current report (Form 1-U).

The rule is Rule 257(b) of Regulation A (17 CFR 230.257). Its purpose is narrow. Rather than continuous disclosure of every operational detail, it requires prompt disclosure of a defined list of events that could matter to an investor's understanding of the issuer between periodic filings. Form 1-U does not replace the annual or semiannual reports; it supplements them.

Who must file, and on what timeline

Only Tier 2 issuers file Form 1-U. An issuer becomes subject to Tier 2 reporting once it elects Tier 2, or is required by the size of its offering to proceed under it, and remains subject until it files Form 1-Z to exit.

Once a reportable event occurs, the issuer has four business days to file Form 1-U on EDGAR. The cover of the form asks for the date of the earliest event reported, so the reader can compare that date with the filing date. There is no separate SEC fee for a Form 1-U; Regulation A fees attach to the offering statement on Form 1-A, not to current reports.

What events trigger a filing

The Form 1-U instructions enumerate nine items. An issuer completes the item or items that apply and gives the required narrative: the date of the event, the parties, and the material terms. Anything material that does not fit the first eight lands in Item 9.

• Item 1: Fundamental Changes
• Item 2: Bankruptcy or Receivership
• Item 3: Material Modification to Rights of Securityholders
• Item 4: Changes in Issuer's Certifying Accountant
• Item 5: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
• Item 6: Changes in Control of Issuer
• Item 7: Departure of Certain Officers
• Item 8: Unregistered Sales of Equity Securities
• Item 9: Other Events

Form 1-U compared to Form 1-K, Form 1-SA, Form 1-Z and Form 8-K

Form 1-K is the annual report, with audited financial statements for the fiscal year. Form 1-SA is the semiannual update for the first six months, unaudited. Form 1-Z is the exit report, filed when an issuer ends its Regulation A reporting obligation; it terminates future 1-K, 1-SA and 1-U filings rather than reporting an event.

Form 8-K serves the parallel function for companies reporting under the Securities Exchange Act of 1934. Both forms require prompt disclosure of specified events on a four-business-day clock, but they arise under different statutes, list partly different events, and apply to different issuers. A Regulation A Tier 2 issuer files Form 1-U, not Form 8-K, however large its business.

A worked example: three Landa App 3 filings on one property

Landa App 3 LLC is a Delaware series LLC whose Regulation A offering sold membership interests in individual property-holding series at $24.20 per share, through the Landa app. Its 2026 current reports are signed by Landa Holdings, Inc. as manager. Three of them concern the series that owned 996 Greenwood Ave NE in Atlanta.

May 11, 2026 (accession 0001886606-26-000002). Under Item 9, the issuer reports that on April 30, 2026 the series borrowed $2,600 at 10% from Landa Financing LLC, an affiliate of the manager, maturing April 30, 2027. The filing says the loan was made in response to imminent payment demands by senior lenders, in connection with reinstatement amounts required to avoid events of default and pending foreclosure actions, after the series was unable to secure third-party financing.

June 26, 2026 (accession 0001886606-26-000003). This filing uses two items. Under Item 1, Fundamental Changes, the manager approved the dissolution of the series because its sole asset was foreclosed. Under Item 9, the issuer reports that the series had a $140,000 secured term loan from Mazz Georgia LLC, that foreclosure followed the maturity of a bridge loan in February 2026, and that the foreclosure sale took place on June 2, 2026. No third-party bid exceeded the secured debt, so the lender took title; the series realized no proceeds. The property remains subject to a senior security deed in favor of RBI Mortgages LLC in the original amount of $1,070,000. The filing's table reports a sale price of $252,444.16, total cash distributed to date of $11,094.46, cash available for distribution of $828.28, and a dissolution distribution of $1.39 per share.

July 10, 2026 (accession 0001886606-26-000004). Under Item 9, the issuer reports a second affiliate loan to the same series: $9,760 at 10% from Landa Financing LLC, dated June 2, 2026 and maturing June 2, 2027, described in the same language as the April loan, made to avoid events of default and pending foreclosure actions. June 2 is the date of the foreclosure sale reported two weeks earlier. The cover of the July filing gives July 10 as the date of the earliest event reported; the table inside dates the loan to June 2, 38 days before the report.

Three things the sequence teaches. Item 9 is where most of what matters to a small Reg A issuer gets disclosed, because affiliate loans, foreclosures and asset sales are not among the enumerated items. The four-business-day clock runs from the event, and the reader has to do that arithmetic; the form will not. And no single 1-U here is legible alone: the May filing reads as a routine borrowing, the July filing as another, and only the June filing between them says the property was already gone.

What these filings do not show

A Form 1-U carries the issuer's account of an event; nobody verifies it before it is filed, and the SEC does not review or approve it. The three Landa App 3 filings state loan amounts, rates, maturities, the foreclosure sale price and the per-share distribution, but they do not show the series' balance sheet, the outstanding balance of the senior debt, or what the June 2 loan was used for once the property had been sold.

More broadly, Form 1-U does not establish that an event is resolved, gives no forward-looking assurance, and does not substitute for the audited statements on Form 1-K. Landa App 3 LLC's last audited annual report covers fiscal 2023, per AltStreet's review of the platform, so for this issuer the current reports are the only recent disclosure there is. Read any 1-U alongside the issuer's most recent 1-K and 1-SA and the exhibits attached to the report, such as the form of loan agreement filed as Exhibit 6.1 here.