What is a Form C-AR in simple terms?

The yearly update a crowdfunded company owes its investors and the SEC: a description of the business, its officers and owners, its debts, and a year of financial statements signed by the chief executive. It is due within 120 days of the company's fiscal year end, which for the typical December year end means by the end of April, and it keeps coming every year until the company qualifies to stop and says so on a Form C-TR.

Who has to file a Form C-AR?

Any issuer that actually sold securities in a Regulation Crowdfunding offering. An issuer whose offering failed to reach its target sold nothing and owes no annual report, which is why AltStreet measures compliance on issuers whose sale is confirmed, by a Form C-U stating an amount or by the platform's own record, rather than on every company that filed a Form C. The duty attaches to the issuer, not the funding portal, and the portal cannot file it for them.

When can a company stop filing annual reports?

Five conditions under Rule 202(b), any one of which ends the obligation once a Form C-TR is filed within five business days: registering under the Exchange Act; having filed at least one annual report and having fewer than 300 holders of record; having filed at least three annual reports and having $10 million or less in total assets; repurchasing or repaying every security sold under Reg CF, including paying off a bond or note in full; or dissolving under state law. The second is the one most small issuers can use: a business with 112 bondholders, the SMBX median, may lawfully file one annual report and then a termination.

Are Form C-AR financial statements audited?

No. The annual report requires financial statements certified by the principal executive officer, and the audit or review thresholds that apply to the offering statement (based on the amount being raised) do not apply to the annual report. A C-AR is the issuer's own account of its year; it is still the only recurring post-raise financial disclosure a Reg CF investor is entitled to, and often the last SEC-filed numbers the business ever publishes.

What happens if a company does not file its Form C-AR?

To investors, nothing directly: there is no automatic penalty, no acceleration and no trustee. To the issuer, it is out of compliance with Rule 202, and under Rule 100(b) an issuer that has not filed the annual reports it owed during the two years before a new offering is ineligible to raise under Reg CF again. In practice that bar only bites on companies that come back for more money; a bakery that raised once and never files again faces no enforcement AltStreet has located. The portal's educational materials will have promised the report anyway; SMBX's tell investors annual reports 'will be made available within 120 days of the issuer's fiscal year end'.

How many crowdfunding issuers actually file annual reports?

Market-wide, on AltStreet's ledger read of September 2026: of 3,315 issuers with a confirmed sale (a Form C-U stating an amount) and a first Form C before April 2025, 1,964 (59 percent) have filed at least one C-AR, 751 have filed a C-TR (30 of them without ever filing a C-AR), and 1,321 (40 percent) have filed neither. The share filing neither rises by cohort, from 13 percent of 2016 issuers to 45 percent of 2022 and 55 percent of 2023. On single portals the gap can be far wider: 84 percent of confirmed-funded older SMBX issuers and 73 percent of Honeycomb's filed neither.

Is a Form C-TR good or bad news for investors?

Neither on its own. A C-TR says the issuer has met a termination condition and will stop reporting; it does not say which one unless you read it. A termination after full repayment of a bond is the best outcome. A termination on the fewer-than-300-holders condition after one report is lawful and common and simply ends your information flow while the security is still outstanding. A termination on dissolution is the end of the company. The filing is a signal to open, not a verdict.

Why are most Form C-ARs filed in April?

Because most issuers have December fiscal year ends and the report is due 120 days later, at the end of April. Of 5,362 annual reports in AltStreet's ledger, 2,736 (51 percent) were filed in April and 1,368 (26 percent) in May, most of those late. A quiet EDGAR record for the rest of the year is normal; an April that passes with nothing from an issuer that sold securities the year before is the signal, and it is checkable within days.

Form C-AR Annual Report

Private Credit & Direct Lending

Definition

Form C-AR is the annual report in the Regulation Crowdfunding filing family. Under Rule 202(a), an issuer that has sold securities in a Reg CF offering must file an annual report on EDGAR and post it on its website no later than 120 days after the end of each fiscal year, containing the same kind of disclosure as its offering statement (business, officers, ownership, risk factors, indebtedness, related-party transactions) together with financial statements certified by its principal executive officer; no audit or review is required for the annual report itself. The obligation continues until one of five events in Rule 202(b): the issuer becomes an Exchange Act reporting company; it has filed at least one annual report and has fewer than 300 holders of record; it has filed at least three annual reports and has total assets of $10 million or less; it or another party repurchases all the securities sold under Reg CF, including repayment in full of debt securities or complete redemption of redeemable ones; or it liquidates or dissolves under state law. Within five business days of any of those events the issuer files a Form C-TR, termination of reporting. An issuer that sold securities and stops filing without a C-TR is out of compliance and is barred from using Reg CF again until it has filed the reports it owes for the two years before its next offering.

Why it matters

Regulation Crowdfunding's investor protections are front-loaded: disclosure before the sale, escrow until the target, a cancellation right, a portal that screens for fraud. After the money moves, the annual report is the only recurring thing the rules give an investor, and it is the issuer's to file or skip. On the record most skip it, and on some portals almost all do. That has two consequences worth understanding before buying. First, the offering statement's financials are likely to be the last SEC-filed numbers you see, so they should be read as the credit, not as a starting point. Second, whatever the platform shows you afterwards, a payment counter, a wallet balance, a status badge, is a platform service rather than a regulatory filing, and it leaves when the platform does. The annual-report record is also the cleanest single measure of how seriously a portal's issuers take their obligations, and it is computable before you invest: count the issuers that sold securities more than a year ago, then count the C-ARs and C-TRs. AltStreet's cluster pages carry that count for SMBX, Honeycomb and the market as a whole, and the pattern on each portal is portal-wide.

Common misconceptions

•A missing annual report is not proof of a violation unless a sale is confirmed. Issuers whose offerings failed owe nothing; measure the gap on issuers with a Form C-U amount or a platform-confirmed close, and label the wider population as a filing gap.
•A Form C-TR is not a default, a repayment or a dissolution. It records that one of five termination conditions was met; which one is inside the filing.
•Filing one C-AR and then a C-TR is not evasion. An issuer with fewer than 300 holders of record may lawfully stop after a single report, and on SMBX every issuer that filed a C-TR had filed a C-AR first.
•C-AR financial statements are not audited or reviewed. They are certified by the chief executive; the audit thresholds apply to the offering statement, not the annual report.
•The portal does not owe the report and cannot file it. Portal materials that promise annual reports within 120 days describe the issuer's obligation, not a service the portal will perform.

Technical details

The rule: Rule 202(a) content and timing

Who: any issuer that sold securities in a Section 4(a)(6) offering.

When: no later than 120 days after the end of the fiscal year covered by the report; filed on EDGAR as Form C-AR and posted on the issuer's website.

What: the disclosure required by Rule 201 other than offering-specific items (target, deadline, use of proceeds), so business description, officers and directors, 20 percent holders, capital structure, indebtedness, related-party transactions, risk factors, and a discussion of financial condition.

Financial statements: the issuer's statements for the fiscal year, certified by the principal executive officer as true and complete in all material respects; no audit or review requirement for the annual report.

Amendments: Form C-AR/A corrects a filed report.

Consequence of non-filing: Rule 100(b) makes an issuer ineligible to use Reg CF if it has not filed the annual reports required during the two years before its next offering statement; there is no other statutory penalty and no investor remedy in the rule itself.

Termination: Rule 202(b) and Form C-TR

Condition 1: the issuer becomes required to file Exchange Act reports (Section 13(a) or 15(d)).

Condition 2: the issuer has filed at least one annual report and has fewer than 300 holders of record.

Condition 3: the issuer has filed at least three annual reports and has total assets of $10 million or less.

Condition 4: the issuer or another party purchases or repurchases all of the securities issued under Section 4(a)(6), including any payment in full of debt securities or any complete redemption of redeemable securities.

Condition 5: the issuer liquidates or dissolves in accordance with state law.

Filing: Form C-TR within five business days of the date the obligation terminates; the form states which condition applies.

Practical reading: condition 2 covers most small issuers after one report (median investor counts on debt portals run around 100), condition 4 covers repaid bonds, condition 5 is the one to watch on a paused or failing issuer.

The market-wide record, on the confirmed-sale denominator

Population: 3,315 issuers with a Form C-U stating an amount sold and a first Form C before April 1, 2025, so at least one fiscal year end plus 120 days has passed; withdrawals excluded. AltStreet market-wide EDGAR ledger, September 16, 2026.

Filed at least one C-AR: 1,964 (59 percent); filed two or more: 923 (28 percent). Filed a C-TR: 751, of whom 30 never filed a C-AR. Filed neither: 1,321 (40 percent).

By first-Form-C cohort, share filing neither: 2016 13 percent; 2017 20; 2018 30; 2019 29; 2020 36; 2021 42; 2022 45; 2023 55; 2024 45; 2025 (partial year) 47.

Wider population, any older non-withdrawn issuer with a Form C: 7,123 issuers, 4,295 (60 percent) filed neither; that figure includes failed offerings and measures the filing gap rather than proven violations.

Timing: of 5,362 C-AR filings on record, 2,736 (51 percent) were filed in April and 1,368 (26 percent) in May; 961 issuers have filed a C-TR.

Two readings of the same numbers: the 2016 cohort's 87 percent any-C-AR rate shows early issuers largely complied; the steady deterioration to 45 percent for 2023 issuers shows the obligation is increasingly ignored as the segment has grown.

Two portals against the market

SMBX (Small Business Bonds, portal CIK 0001707214): 106 confirmed-funded issuers with a Form C before April 2025; 17 filed a C-AR (12 of them later a C-TR); 0 filed a C-TR without a C-AR; 89 (84 percent) filed neither. Funded close confirmed from the platform's dashboard, since SMBX issuers filed only six C-Us.

Honeycomb Credit (portal CIK 0001705726): 459 confirmed-funded older issuers (C-U amount > 0); 120 filed a C-AR (19 later a C-TR); 6 filed a C-TR without a C-AR; 333 (73 percent) filed neither.

Market: 3,315 confirmed-sale older issuers; 1,321 (40 percent) filed neither.

So both small-business debt portals run at roughly double the market-wide non-filing rate. A plausible contributor is that bonds and notes get repaid within a few years, meeting termination condition 4, and issuers then skip the C-TR as well as the C-AR; the filings cannot confirm that, and AltStreet does not net it out.

Consequence for the investor: on these portals the offering statement's financials should be treated as the final SEC-filed numbers, and the platform's payment record as the only ongoing signal.

How to use the annual-report record

Before investing on a portal: take the portal's Form C record as intermediary, keep issuers with a confirmed sale more than a year old, and count C-ARs and C-TRs; the ratio is the portal's culture in one number.

Before a repeat investment in an issuer: check for last April's C-AR; an issuer that raised again without filing it was, on the rule's own terms, ineligible to do so.

Reading a C-AR: the certified financial statements, the indebtedness section (what ranks ahead of you), related-party transactions, and the number of holders of record (which tells you whether the issuer can terminate next year under condition 2).

Reading a C-TR: find the condition cited; a repayment-in-full termination on a bond you hold is the outcome you wanted, and a dissolution termination is the one to act on.

Contrast with Regulation A: Tier 2 issuers file audited annual reports on Form 1-K and semiannual reports on Form 1-SA under Rule 257, which is why Worthy's redemption suspensions and going-concern paragraphs were on EDGAR while comparable events at Reg CF issuers usually are not.

Frequently asked questions

What is a Form C-AR in simple terms?: The yearly update a crowdfunded company owes its investors and the SEC: a description of the business, its officers and owners, its debts, and a year of financial statements signed by the chief executive. It is due within 120 days of the company's fiscal year end, which for the typical December year end means by the end of April, and it keeps coming every year until the company qualifies to stop and says so on a Form C-TR.
Who has to file a Form C-AR?: Any issuer that actually sold securities in a Regulation Crowdfunding offering. An issuer whose offering failed to reach its target sold nothing and owes no annual report, which is why AltStreet measures compliance on issuers whose sale is confirmed, by a Form C-U stating an amount or by the platform's own record, rather than on every company that filed a Form C. The duty attaches to the issuer, not the funding portal, and the portal cannot file it for them.
When can a company stop filing annual reports?: Five conditions under Rule 202(b), any one of which ends the obligation once a Form C-TR is filed within five business days: registering under the Exchange Act; having filed at least one annual report and having fewer than 300 holders of record; having filed at least three annual reports and having $10 million or less in total assets; repurchasing or repaying every security sold under Reg CF, including paying off a bond or note in full; or dissolving under state law. The second is the one most small issuers can use: a business with 112 bondholders, the SMBX median, may lawfully file one annual report and then a termination.
Are Form C-AR financial statements audited?: No. The annual report requires financial statements certified by the principal executive officer, and the audit or review thresholds that apply to the offering statement (based on the amount being raised) do not apply to the annual report. A C-AR is the issuer's own account of its year; it is still the only recurring post-raise financial disclosure a Reg CF investor is entitled to, and often the last SEC-filed numbers the business ever publishes.
What happens if a company does not file its Form C-AR?: To investors, nothing directly: there is no automatic penalty, no acceleration and no trustee. To the issuer, it is out of compliance with Rule 202, and under Rule 100(b) an issuer that has not filed the annual reports it owed during the two years before a new offering is ineligible to raise under Reg CF again. In practice that bar only bites on companies that come back for more money; a bakery that raised once and never files again faces no enforcement AltStreet has located. The portal's educational materials will have promised the report anyway; SMBX's tell investors annual reports 'will be made available within 120 days of the issuer's fiscal year end'.
How many crowdfunding issuers actually file annual reports?: Market-wide, on AltStreet's ledger read of September 2026: of 3,315 issuers with a confirmed sale (a Form C-U stating an amount) and a first Form C before April 2025, 1,964 (59 percent) have filed at least one C-AR, 751 have filed a C-TR (30 of them without ever filing a C-AR), and 1,321 (40 percent) have filed neither. The share filing neither rises by cohort, from 13 percent of 2016 issuers to 45 percent of 2022 and 55 percent of 2023. On single portals the gap can be far wider: 84 percent of confirmed-funded older SMBX issuers and 73 percent of Honeycomb's filed neither.
Is a Form C-TR good or bad news for investors?: Neither on its own. A C-TR says the issuer has met a termination condition and will stop reporting; it does not say which one unless you read it. A termination after full repayment of a bond is the best outcome. A termination on the fewer-than-300-holders condition after one report is lawful and common and simply ends your information flow while the security is still outstanding. A termination on dissolution is the end of the company. The filing is a signal to open, not a verdict.
Why are most Form C-ARs filed in April?: Because most issuers have December fiscal year ends and the report is due 120 days later, at the end of April. Of 5,362 annual reports in AltStreet's ledger, 2,736 (51 percent) were filed in April and 1,368 (26 percent) in May, most of those late. A quiet EDGAR record for the rest of the year is normal; an April that passes with nothing from an issuer that sold securities the year before is the signal, and it is checkable within days.