Reg D, trailing four quarters

Every private placement that leans on Regulation D leaves one public trace: a Form D, filed within fifteen days of the first sale. Read one and it says little. Read four quarters of them and the private capital market below the bulge bracket comes into focus. This is the first of a series that reads the filings so you do not have to. Every number here comes from the SEC’s own quarterly data sets, and the method is at the end.

The volume. From July 2025 through June 2026 the SEC received 60,990 Form D filings. 38,815 were new offerings and 22,175 were amendments, the annual updates and corrections that the rule requires. New filings rose every quarter: 8,971, then 9,302, then 9,969, then 10,573. Whatever else is true of the market, more issuers filed each quarter than the quarter before.

Funds and companies. Of the 38,815 new offerings, 20,881 were pooled investment funds and 17,934 were operating companies. The fund side splits into 8,867 venture capital funds, 5,784 private equity funds, 4,492 other investment funds and 1,738 hedge funds. The company side is where founders and their advisors live, and it is the side this newsletter will keep reading.

What an operating-company raise looks like. 14,483 of the 17,934 company filings reported an amount already sold. The median was $1.5 million. The total across all of them was $237.6 billion, which tells you how long the tail is: a handful of very large raises sit on top of thousands of small ones. The median company had four investors in at the time of filing and set its minimum investment at $25,000.

Where and what. By state of the issuer: California 2,345, Texas 1,832, New York 1,671, Florida 1,126, Colorado 811, Delaware 627, Illinois 592, Massachusetts 578. By the industry group the issuer chose on the form: Other 4,078, Other Technology 3,470, Commercial real estate 1,816, Other Real Estate 1,526, Residential 1,012, Investing 828, Other Health Care 785, REITs and Finance 726. The form’s categories are coarse, and the most common answer is the one that means “none of the above”.

What issuers will not say. 13,620 of the 17,934 companies, 76 percent, declined to disclose their revenue range. 2,204 reported no revenues at all. The form allows a range and most issuers use the box that says nothing; the filing tells you a raise happened and roughly how large, and almost never what the business behind it earns.

Quiet raises outnumber loud ones. 13,402 company filings claimed Rule 506(b) alone, which forbids general solicitation, and a further few hundred claimed 506(b) with an investment-company exclusion. 2,515 claimed 506(c), the rule that permits public advertising in exchange for verifying every investor. Fewer than one company raise in six is allowed to be talked about in public. The rest are found by relationship or not at all, which is the whole reason a funnel of the right investors matters more than a megaphone.

Who had help. A Form D names anyone paid sales compensation on the offering. 3,027 of the 17,934 new company filings, 16.9 percent, named one. The other 83 percent raised with no named intermediary, or with an advisor who works on retainer and never appears on the form. When someone tells you how many bankers there are, ask which of those two populations they counted. The filed one is small and knowable; the unfiled one is larger and invisible, and next issue is about the part of it that does leave a fingerprint.

What the form cannot tell you. The amount sold is as of the filing date, not the close. An issuer can file once and never amend, so a $1.5 million first close can end anywhere. Nothing about a 506(b) offering is public before the form is filed, and the form is filed after the first sale, so by the time you can read about a raise, the people who were going to be in it mostly are. The industry groups are self-chosen and coarse. Revenue is usually withheld. Treat every count above as a floor for what happened and a ceiling for what you can know from the filing alone.

Next issue: who gets compensated. The named intermediaries behind those 3,027 filings, how many there are, how many repeat, and what the repeat ones have in common.

Dave Neill
Lunra