Form D is one of the most useful free sources of private market data in the United States, and one of the least used. When a company or fund raises money under Regulation D, it generally files a short notice with the SEC. Those notices are public, searchable and often appear before any press release. If you want to know who's raising money, how much and when, Form D is the place to start.
This guide explains what Form D is, how to search it, how to read each section and how different people use it. It's educational information, not legal advice on filing obligations.
What Form D is
Most private fundraising in the US relies on exemptions from SEC registration. Regulation D provides the most commonly used ones, particularly Rule 506(b) and Rule 506(c). Companies and funds using these exemptions are required to file a Form D notice with the SEC within 15 calendar days after the first sale of securities in the offering.
Form D is a notice, not a registration statement. It's short, it doesn't include financial statements and the SEC doesn't review it for merit. But it contains enough facts to be very useful for research.
Who files Form D:
- startups raising seed, Series A and later rounds,
- established private companies raising equity or debt,
- venture capital, private equity, hedge and real estate funds raising capital from investors,
- special purpose vehicles and syndicates,
- real estate syndications and other private offerings.
Not every raise appears. Some companies file late, some don't file at all, some offerings use other exemptions, and SAFEs and convertible notes are sometimes filed differently or not at the same time as the round is announced. Treat Form D as a strong signal, not a complete record.
How to search Form D on EDGAR
Method 1: Search by company name
- Go to the SEC's EDGAR company search page.
- Type the company's legal name. Note that the legal name may differ from the brand name.
- Open the company's filing list and filter by form type "D".
- Click the filing to view it. Form D filings since 2009 are displayed in a structured format that's easy to read.
Method 2: Full-text search
EDGAR's full-text search lets you search the content of filings. Use it to find filings mentioning a person's name (such as a founder or director), a city, or an industry term. Filter by form type to narrow to Form D and its amendments (D/A).
Method 3: Browse recent filings
EDGAR lets you view the latest filings by form type. Browsing recent Form D filings shows you a live feed of private fundraising activity. It's noisy, since it includes funds, real estate deals and many small offerings, but it's a good way to spot new activity early.
Method 4: Bulk data
The SEC publishes structured Form D data sets periodically. If you're comfortable with spreadsheets or code, you can download them and filter by state, industry, amount raised and date to build lists at scale.
How to read a Form D, section by section
| Section | What it shows | Why it's useful |
|---|---|---|
| Issuer's identity | Legal name, entity type, jurisdiction and year of incorporation | Confirms the legal entity and its age |
| Principal place of business | Address and phone | Location filtering for lists |
| Related persons | Executive officers, directors and promoters | Reveals leadership and investor-appointed directors |
| Industry group | Category such as technology, health care, real estate or pooled investment fund | Filtering by sector; identifies funds and their type |
| Issuer size | Revenue range, or aggregate net asset value range for funds, or "decline to disclose" | Occasionally gives a size band |
| Exemptions claimed | Such as Rule 506(b), 506(c) | 506(c) means general solicitation was allowed |
| Type of filing | New notice or amendment, and date of first sale | Dates the round |
| Duration of offering | Whether it's expected to last more than one year | Indicates ongoing offerings, common for funds |
| Types of securities | Equity, debt, options, pooled fund interests, etc. | Shows what's being sold |
| Minimum investment | Smallest accepted investment | Useful when researching funds |
| Sales compensation | Brokers or placement agents paid for selling | Shows if intermediaries are involved |
| Offering and sales amounts | Total offering amount, total sold, total remaining | The round size and progress |
| Investors | Number of investors so far and whether any are non-accredited | Gives a sense of round composition |
| Sales commissions and finders' fees | Amounts paid | Cost of raising |
| Use of proceeds | Amount used to pay executives, directors or promoters | Occasionally informative |
Reading the amounts
"Total offering amount" is how much the issuer intends to raise. "Total amount sold" is how much has been sold so far. If the offering amount is "indefinite", which is common for funds, focus on the amount sold.
Amendments (Form D/A) are filed for certain changes and, for ongoing offerings, typically annually. Comparing the original filing with amendments shows how a raise progressed.
Illustrative reading. A Form D shows: industry group "Other Technology"; 506(b); equity; total offering $12,000,000; total sold $12,000,000; 9 investors; date of first sale in March; related persons include the CEO, CTO and a director who is a partner at a known VC firm.
Interpretation: a fully subscribed $12M equity round, likely a Series A, closed around March, with a board seat going to that VC firm. If no press release has appeared yet, you may have spotted the round early.
How different people use Form D
Founders
- Track rounds raised by comparable companies to benchmark round sizes.
- Identify investor directors to see which firms take board seats in your space.
- Spot newly launched venture funds, which are often actively looking for first investments. Search pooled investment fund filings with venture capital as the fund type.
See our guide on building an investor list.
Investors
- Monitor competitors' fundraising and new fund launches.
- Track portfolio companies of other firms.
- Find companies that raised small amounts and may be looking for their next round.
Sales teams
Form D filings can reveal funding rounds before they're announced publicly, giving sales teams a head start on companies with fresh budgets. Filter by industry, location and amount sold to build trigger lists. See our guides on finding recently funded startups and using funding as a sales trigger.
Journalists and researchers
Form D filings are a common source for reporting on fundraising, particularly for companies that don't announce their rounds.
Limitations to keep in mind
- No investor names. Investors aren't listed, though directors may reveal some.
- No valuations.
- Revenue ranges are often undisclosed.
- Timing varies. Some filings come after the round is complete. Some never come.
- Legal names can be obscure. Funds and SPVs often have names that don't reveal the sponsor.
- Noise. Many filings are for real estate syndications, small private funds and other offerings unrelated to startups.
Tips for efficient Form D research
- Use legal names. Check the company's website footer or state registry to find it.
- Search people, not just companies. Full-text search for a founder's name can uncover filings for related entities.
- Filter by industry group and state when building lists.
- Check amendments to follow a raise over time.
- Combine with other sources such as announcements, LinkedIn and databases to fill in investors and context.
- Set up a routine. A weekly scan of new filings in your target industries and states keeps you ahead of public announcements.
Putting it into practice
Start small. Pick one industry group and two or three states that matter to you, review new Form D filings every Monday for a month, and record each relevant company in a simple tracker. By the end of the month you'll have a sense of how much activity appears in filings before it reaches the news, and a list of companies worth researching further.
Frequently asked questions
What is an SEC Form D?
A notice filed with the SEC by companies and funds selling securities under a Regulation D exemption. It lists basic information about the issuer, its leadership and the offering.
When must a Form D be filed?
Generally within 15 calendar days after the first sale of securities in the offering.
Are Form D filings public?
Yes. They're available free on the SEC's EDGAR system.
Does Form D show who invested?
No. It shows executives, directors and promoters, the amount raised and the number of investors, but not investor names.
What is the difference between 506(b) and 506(c)?
Rule 506(b) generally prohibits general solicitation. Rule 506(c) allows it, but all purchasers must be accredited investors and the issuer must take reasonable steps to verify their status.
Do SAFEs require a Form D?
SAFEs sold under Regulation D are generally covered by the same filing requirement, but practice varies, and filings are sometimes made later or combined with a priced round. Ask your lawyer about your situation.
How can I get alerts for new Form D filings?
EDGAR offers RSS feeds for recent filings, and some third-party services provide filtered alerts. Many researchers combine a weekly manual review with a feed or automated script.