Reg A Offerings in Real Estate, 2025-2026: All 62 New Offering Statements in the SEC Data, What They Ask For and What Happened to Them

What a Reg A offering is, in four forms

Regulation A lets a company sell securities to the general public without a full SEC registration, in two sizes. Tier 1 allows up to $20,000,000 in 12 months and ends with an exit report; Tier 2 allows up to $75,000,000 in 12 months and requires annual, semiannual and current reports for as long as the issuer stays in the system. A buyer who is not an accredited investor may put into a Tier 2 offering of unlisted securities “no more than ten percent (10%) of the greater of” their annual income or net worth.

Four forms tell you almost everything about an offering, and the SEC publishes the structured part of three of them as data:

• Form 1-A: the offering statement. Part I (the data) gives the tier, the securities, the price, the maximum offering and the expected fees; Parts II and III are the offering circular and exhibits. The SEC staff comments, and the offering can sell only after a qualification notice (EDGAR form type QUALIF).
• Form 1-A POS and the 253G2 circulars: post-qualification amendments and supplements, used to add properties or series, change the price or update the NAV.
• Forms 1-K, 1-SA and 1-U: the annual report, the semiannual report and the current reports a Tier 2 issuer must keep filing.
• Form 1-Z: the exit report, filed when an offering ends; a Tier 1 issuer must file it “not later than 30 calendar days after the termination or completion of the offering.”

Two limits of the data matter. The data sets cover Part I of Forms 1-A, 1-K and 1-Z through the quarter ended June 30, 2026; we added the July-September 2026 filings from EDGAR. And they say little about money raised while an offering is open: of 899 annual reports on Form 1-K filed from January 2025 to June 2026, only 61 include the table of securities sold. The reliable sales figure arrives in the Form 1-Z, when the offering is over.

How we drew the line: an issuer counts as real estate if its Form 1-A gives a real estate, REIT, real estate agent or mortgage SIC code, plus 20 lenders and landlords that chose another code (Groundfloor, Worthy, Compound, Norhart, UC Asset and others), minus one restaurant company. The issuers choose their own code, so treat the line as close, not exact. From January 2025 to June 2026, 138 of the 685 companies that filed any Regulation A form were real estate by this test (our arithmetic).

How many: real estate is a quarter of a shrinking market

Source: SEC Regulation A data sets (initial Form 1-A filings, 2015q2 to 2026q2 files); 2026 Q3 from the EDGAR full-index with each filer's SIC code. Counts and shares are our arithmetic.

New Regulation A offering statements across all industries peaked at 358 in 2021 and fell to 145 in 2025. Real estate held up better: 39 new statements in 2025, 26.9% of the total, against 14.5% in 2021. The first half of 2026 broke that pattern, with 16 real estate statements against 24 in the first half of 2025; another 7 arrived from July to September 2026. For scale, real estate sponsors filed thousands of private Form D offerings in the same period, which we counted in our real estate syndication data: Reg A is the small, public corner of the market, the one open to non-accredited investors.

Every real estate Reg A offering statement, January 2025 to September 2026

Source: Form 1-A Part I in the SEC Regulation A data sets (latest pre-qualification version filed by June 30, 2026) and on EDGAR (July-September 2026 filings); status from EDGAR QUALIF, 1-A-W and 1-Z filings matched by SEC file number, as of October 1, 2026. Days to qualification are our arithmetic. A withdrawal filed after qualification (FISYN in December 2025, for example) withdrew an amendment, not the offering, and is not shown as a withdrawal.

Some patterns in the list:

• The ceiling is the default. 27 statements ask for exactly $75,000,000 and 34 for $70 million or more. Because the Tier 2 limit is per 12 months, asking for the maximum costs nothing; it says nothing about expected demand.
• Platforms re-up. Several are the next vehicle of a platform already selling to retail: Arrived (Seattle Fund, SFR Genesis Fund), Ark7 Properties, Fundrise (Balanced eREIT II and its parent Rise Companies), Groundfloor Loans 3 and Roots. We compare those platforms in fractional real estate investing: what the filings show.
• Some never get qualified. 18 statements had not been qualified on October 1, 2026, the oldest filed in March 2025. Three of them carry a placeholder maximum of $100 or less (Rastegar Income Fund III twice, Odrac Residential), a sign the offering circular was not finished.
• Refilings and withdrawals. RealtyMogul Income REIT filed twice to reopen (May and October 2025) and withdrew both, the second on September 10, 2026. Value Add Growth REIT IV and BridgeWell Secured Income each withdrew a first statement and had a second one qualified within weeks.
• Debt is a minority. 10 of the 62 offer notes or bonds; for what has happened to that group, see real estate bonds sold to individuals.

What the forms say the offering costs

Part I of Form 1-A asks for the expected fees in dollars. 25 of the 62 statements name a sales commission above zero, and for those the median is 1.01% of the maximum offering. Platforms that sell through their own websites typically budget about 1% for a broker-dealer of record (Dalmore Group appears 6 times, at 0.85% to 1.00%). Ten statements budget 3.5% or more:

Source: Form 1-A Part I, Item 4 (sales commissions) and the maximum offering, in the SEC Regulation A data sets and EDGAR. The percentage is our arithmetic and assumes the full maximum is sold; the same dollar commission on a smaller amount sold would be a higher percentage.

Legal fees (median $41,500, stated on 47 statements) and audit fees (median $10,000, on 49) come out of the same proceeds. None of this includes the manager's ongoing fees, sourcing or acquisition fees and promotes, which are in the offering circular (Part II), not in the data.

Exits: the 21 real estate offerings that filed a Form 1-Z

Source: Form 1-Z Part I in the SEC Regulation A data sets (filed January 2025 to June 2026) and on EDGAR (July-September 2026). Values are shown as the issuer entered them. Some issuers enter dollars in the "securities" fields (Worthy Peer Capital's 50,000,000 at $10.00 corresponds to net proceeds of $49,844,000, not $500 million); Fundrise entered the same figure as securities sold and as net proceeds.

A Form 1-Z does not mean failure: it closes an offering. Seven Fundrise eREITs filed theirs on May 15, 2026 after merging into Fundrise eREIT, LLC on April 29, 2026; the merged company now files 10-Qs and 8-Ks instead of Reg A reports. Fundrise Equity REIT's 1-Z closes a $75,000,000 offering qualified on December 29, 2025 to issue merger shares, with 0 sold. Others are endings: Worthy Peer Capital and Worthy Peer Capital II filed 1-Zs on February 2, 2026 after selling about $50 million each, and what happened to their bondholders next is in our real estate bonds page. GK Investment Holdings III closed a $75,000,000 bond offering qualified in August 2025 with 854 bonds of $1,000 sold (net proceeds $636,201) and 3 holders of record. Here Collection and XIV-I Invest 1 closed statements with 0 sold.

What a reader can do with this

• Look the offering up before you buy. Search the issuer's exact name in EDGAR company search. You want the latest Form 1-A or 1-A POS (and its QUALIF), the newest 253G2 supplement for the price, and the last Form 1-K and 1-SA for the numbers.
• Check the commission and who sells it. Part I, Item 4, names the broker-dealer and the dollars. Well above 1% usually means paid marketing, and that money comes out of what is invested for you.
• Count the 1-Ks. A Tier 2 issuer qualified for more than a year with no Form 1-K on file is late. So is one that stops filing 1-SAs.
• Read the 1-Z when an offering ends. It is where the issuer states, under Regulation A, how much was actually sold and what it netted.
• Know your limit. If you are not accredited, the 10% rule applies to each Tier 2 offering of unlisted securities, and staying inside it is on you.

FAQ

Sources: U.S. SEC Regulation A data sets, quarterly files 2015q2 to 2026q2 (REG_A_SUBMISSION, REG_A_EMPLOYEES_INFO, REG_A_SUMMARY_INFO, REG_A_SECURITIES_OFFERED, REG_A_SUMMARY_INFO_KZ); EDGAR full-index form.idx files to October 1, 2026 and the headers of each QUALIF, 1-A-W and 1-Z filing; the Part I XML of the seven real estate Forms 1-A filed July-September 2026 and of three Forms 1-Z (Paradyme Fund A II, GK Investment Holdings III, Dakota REIT); and 17 CFR 230.251 and 230.257 as published by the Legal Information Institute, retrieved October 5-6, 2026. Counts, medians, shares, sums and days are our arithmetic; the population is described above and in the dataset. This is analysis of public documents, not investment, legal or tax advice.