How to Read a Form D Filing: Items 1 to 16, and What 62,963 Filings Show

What a Form D is, and what it is not

The form's own title is “Notice of Exempt Offering of Securities.” An issuer that sells securities under Regulation D (Rules 504 and 506) files it with the SEC after the first sale. The deadline is in Rule 503: the notice must be filed “no later than 15 calendar days after the first sale of securities in the offering,” and if that day falls on a weekend or holiday it moves to the next business day (17 CFR 230.503(a)(1)). The form's instructions put the same trigger in plain words: “the date on which the first investor is irrevocably contractually committed to invest.”

Three features of the form shape how to read it.

• It is a notice with a signature. Filing costs nothing at the federal level (“There is no federal filing fee”). By signing, the issuer is “Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).” That bad-actor statement is a certification in the terms of submission, not a separate box. Neither the form nor its instructions describe an SEC review or approval step (our reading).
• The SEC republishes it without checking it. The quarterly data sets are described as “taken directly from submissions created by the registrants and provided as-filed,” and the SEC adds: “we cannot guarantee the accuracy of the data.” It also says the data “is not a substitute for such filings.”
• It is a snapshot at the filing date. Item 13 reports the amount sold “as of the filing date,” and many changes do not require an amendment (below). A Form D is old news the day after it is filed unless an amendment follows.

This page is the guide to the form itself plus a count that the existing Form D pages on this site do not give: every filing of the last four quarters. For the tables on specific vehicles, see our pages on private REITs, Rule 506(b) against 506(c), DST fees, opportunity zone funds and real estate syndications; we do not repeat their tables here.

Form D, Items 1 to 16, one by one

The table gives, for each item, what the issuer enters, what it can and cannot tell you, and the field name in the SEC's data sets (the files an analyst would download). The wording of what the issuer enters is paraphrased from the form's instructions.

Source: SEC Form D and its instructions (SEC1972, OMB number 3235-0076) and the SEC's Form D data sets documentation; the third column is our reading.

Where the issuer chooses, and the SEC does not

Several answers are judgments by the filer, and the form says so.

• Industry (Item 4). If more than one group fits, the issuer is told to “select the industry group that most accurately reflects the use of the bulk of the proceeds of the offering.” A real estate sponsor can therefore sit in Real Estate, Pooled Investment Fund or another group depending on its own reading (our reading).
• Minimum (Item 11). If the minimum can be waived, the issuer enters the amount below which a waiver will not be granted: “provide the lowest amount below which a waiver will not be granted.” The number is the lowest amount the sponsor will accept, which can be below the minimum stated in the offering documents.
• Estimates (Items 13 and 16). “If an amount is definite but difficult to calculate without unreasonable effort or expense, provide a good faith estimate,” and for Item 16: “If the amount is unknown, provide an estimate and check the box next to the amount.”
• Related persons (Item 3). The form asks for “Each person who has functioned directly or indirectly as a promoter of the issuer within the past five years of the later of the first sale of securities or the date upon which the Form D filing was required to be made.” Who counts as a promoter is the filer's call.
• Compensation (Item 12). The filer lists “each person that has been or will be paid directly or indirectly any commission or other similar compensation in cash or other consideration in connection with sales of securities in the offering, including finders.”

Reading Item 13: offered, sold and remaining

Item 13 is the line most readers go to first and the one that is easiest to misread. Three points from the instructions:

1. Sold can mean committed. The instruction says: “The total offering and sold amounts should include all cash and other consideration to be received for the securities, including cash to be paid in the future under mandatory capital commitments.” For a fund that calls capital in stages, the amount sold is the commitments, not cash in the bank.
2. Indefinite is allowed. The issuer may tick Indefinite for the offering amount when it cannot be calculated. In the new notices, 30.5% do (46.1% of pooled investment fund notices, 8.9% of real estate notices), and 73.7% of the amendments (our arithmetic). A reader cannot measure the share sold for those.
3. The arithmetic works. The form labels the third line “Total Remaining to be Sold (Subtract (a) from (b)),” which reads backwards, but in the 33,927 filings with all three amounts as numbers, remaining equals the offering amount minus the amount sold in 100.0% (our arithmetic). Only one of those filings reports an amount sold above the offering amount.

Items 13 and 14 can still disagree with each other. In the same four quarters, 548 filings report an amount sold above $0 with zero investors, 406 report investors with $0 sold, and 407 tick “first sale yet to occur” while reporting an amount sold above $0 (our arithmetic, all filings). None of these is proof of anything, but each is a question to ask. The form tells the filer to “enter the total number of investors who already have invested in the offering,” so a mismatch usually means one of the two lines was not updated.

Timing: first sale, the 15 days, and the amendments

New notice. Due 15 calendar days after the first sale (17 CFR 230.503(a)(1)). The issuer “may file the notice at any time before that if it has determined to make the offering,” which is why Item 7 has a box for “First Sale Yet to Occur.”

Amendments. An amendment is required to correct a material mistake, to reflect a change “as soon as practicable,” and “annually, on or before the first anniversary of the most recent previously filed notice, if the offering is continuing at that time.” Every amendment “must provide current information in response to all items of this Form D, regardless of why the amendment is filed.” An amendment is not required for changes such as the amount sold, the number of investors, a decrease in the offering amount, or an increase in the offering amount of 10% or less (17 CFR 230.503(a)(3)(ii)). That list is why a Form D can understate a raise that kept going.

What the data show. Among the 40,135 new notices, 29,947 give a first-sale date and 10,188 say the first sale is yet to occur. For the 29,947, we counted the calendar days between the first-sale date and the filing date:

Source: SEC Form D data sets 2025q4 to 2026q3, fields FILING_DATE and SALE_DATE; our arithmetic. Filings before the first sale are recorded with “yet to occur” and no date, so they are not in this table.

The median is 14 days. Counting more than 15 days gives 40.2% late; allowing 17 days, to cover a weekend plus a Monday holiday, gives 36.5% (our arithmetic). By group, real estate notices are later than pooled investment funds: 44.4% of 3,395 real estate notices were filed more than 15 days after the first sale (median 15 days), against 33.6% of 15,207 pooled fund notices (median 12 days) and 47.8% of 11,345 notices in all other industries. By exemption, 39.4% of 27,273 Rule 506(b) notices, 47.2% of 2,409 Rule 506(c) notices and 59.5% of 131 Rule 504 notices were later than 15 days. The data do not say why a date is late or what followed; an entered first-sale date can also be an earlier closing or a typed date. A late notice does not by itself say anything about the quality of the deal, but a notice filed a year after the first sale tells you how closely the sponsor follows its own paperwork (our reading).

The census: four quarters of Form D filings

Method. We downloaded the SEC's quarterly Form D data sets for 2025q4, 2026q1, 2026q2 and 2026q3 (filing dates October 1, 2025 to September 30, 2026), joined the submission, offering, issuer, related-person and recipient tables on the accession number, and kept live filings (none in the four files is a test filing). “Real estate” is the SEC's five real estate industry groups (Commercial, Construction, REITS and Finance, Residential, Other Real Estate). Amounts of $5 billion or more are left out of sums and medians (406 of them in all filings, 5 in new notices). Medians of the offering amount leave out “Indefinite.” Three views are used:

• All filings: every D and D/A, which repeats an offering each time it files.
• New notices: the D filings only, the offering as first reported.
• Latest filing per offering: each SEC file number once, using its latest filing in the window. The 5,101 amendments whose previous filing is also in the window all carry the same file number as that previous filing, which is why the file number can serve as the offering key (our arithmetic).

The code is formd_census.py and its output is formd_census_output.txt, both saved with this page.

Source: SEC Form D data sets 2025q4 to 2026q3; our arithmetic from SEC data sets. The last filing date in 2026q3 is September 30, 2026.

The quarterly pattern is stable: the unsold share of new notices moves between 23.3% and 26.8%, and no quarter stands out.

New notices, amendments and the latest filing per offering

The three views give different pictures, which is why a count of Form D rows needs a label.

Source: SEC Form D data sets 2025q4 to 2026q3; our arithmetic from SEC data sets. Medians exclude Indefinite offering amounts and amounts of $5 billion or more.

Three readings. First, amendments are a different population: they come from continuing funds that keep filing, which is why 73.7% are Indefinite, 78.2% are expected to last more than a year and the median amount sold is $41.1 million against $1.46 million for new notices (our reading). Second, a quarter of new notices have no sale yet and a similar share report $0, which is how a new Form D should be read: an intention to raise. Third, the offering count is 57,641, not 62,963: 3,015 offerings filed twice and 702 filed three times or more in the window, and 17,506 offerings appear only as an amendment because the original notice was filed before October 1, 2025.

By exemption (new notices)

Source: SEC Form D data sets 2025q4 to 2026q3; our arithmetic. Where a filing ticks 506(c) it is counted there; otherwise 506(b), otherwise 504. 184 filings tick more than one of 504, 506(b) and 506(c) and none ticks both 506(b) and 506(c).

Rule 504 is the small-raise exemption; its limit is “$10,000,000, less the aggregate offering price for all securities sold within the 12 months before the start of and during the offering” (17 CFR 230.504(b)(2)), and 206 of the 40,135 new notices claim it without Rule 506. The 506(c) column is the one that stands out: nearly half of new 506(c) notices have nothing sold, which fits an advertised deal whose notice is filed when the offering is launched (our reading). Our 506(b) against 506(c) page reads the same choice over 2019 to 2026 using the latest report of each offering.

By industry group (new notices)

Source: SEC Form D data sets 2025q4 to 2026q3; our arithmetic. Median investors are over notices reporting at least one investor.

New notices from real estate and pooled investment funds are alike in one respect: about a third report no sale and no money. Other industries are further along when they file (11.7% with no sale). Real estate also differs from pooled funds in that its offering amount is nearly always a number (8.9% Indefinite), which makes it the easiest group to test against what has been sold.

Within real estate, the five SEC groups behave differently:

Source: SEC Form D data sets 2025q4 to 2026q3; our arithmetic. The REITS and Finance median of $125,000 matches the REIT preferred placements described on our private REITs page.

By exemption, real estate new notices split into 3,624 under Rule 506(b) (23.3% with the first sale yet to occur, 22.7% at $0 sold) and 1,297 under Rule 506(c) (54.4% and 52.8%).

Size matters for the unsold share too. Using the latest filing per offering:

Source: SEC Form D data sets 2025q4 to 2026q3; our arithmetic. Offerings with an Indefinite amount are not in the bands.

In real estate, the bigger the stated target, the likelier the filing shows nothing sold: from 10.8% under $1 million to 33.8% from $25 million to under $100 million (our arithmetic). A $50 million goal and a $0 sold line is the commonest shape of a fresh syndication, not a warning sign by itself.

Item 16: money to officers, directors and promoters

Item 16 is the line investors ask about most, and the data set carries it as a single field. The form asks for “the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above.” In the four quarters, 8,426 new notices (21.0%) report an Item 16 amount above $0, and 9,615 offerings (16.7% of 57,641) do on their latest filing in the window. For the new notices:

• 59.9% mark the amount as an estimate; the median amount is $12,500; and the median Item 16 amount is 3.59% of the amount sold where both are above $0 (7,498 filings).
• 928 notices report an Item 16 amount while the amount sold is $0, so the number is a plan, not a payment.
• By exemption, 20.6% of Rule 506(b) and 25.1% of Rule 506(c) new notices report an amount, against 11.2% of Rule 504.
• By real estate group, Residential (30.4%) and Commercial (24.8%) report most often; REITS and Finance, which are mostly preferred placements, report 4.3%.

Reading the field requires care, because the same box holds two different things. On the latest filing per offering:

Source: SEC Form D data sets 2025q4 to 2026q3, latest filing per offering; our arithmetic.

For pooled investment funds the amounts are small and repetitive: $8,000 is the single most common Item 16 amount (930 offerings across 928 distinct issuers, 98.8% of them pooled funds), followed by $10,000 (739) and $4,500 (463). The filings that carry them say why. Of the 9,615 offerings with an Item 16 amount, 7,603 (79.1%) add a clarification, and the most frequent texts are “This amount represents a cost to cover fund organizational and operating expenses.” (1,672 offerings) and “This amount represents the dollar value of a one-time fee and an annual fee paid to the fund administrator and/or its affiliates to cover administrative expenses for the life of the fund.” (1,251). 5,053 of the offerings with an Item 16 amount have “a series of” or “Series” in the issuer name, which is how venture and angel syndicate series funds are filed. So a high pooled-fund Item 16 share does not mean sponsors are taking large sums (our reading); it means a template reports fund costs in the field meant for insiders' pay.

In real estate the amounts are of a different order. The median real estate offering with an Item 16 amount reports $274,102, and 70.8% mark it as an estimate. Read it against the offering documents, where acquisition fees, asset management fees and promote are described. Item 16 does not break the payment down, and it covers only payments to people named in Item 3.

How to read a Form D you have been handed

1. Match the legal name and the file number. Search EDGAR for the exact name in Item 1. Every filing in our four quarters carries a file number starting 021-, and the file number is the same on the original notice and each amendment, so the full history of an offering sits under one number (our arithmetic: all 62,963 filings carry the 021- prefix, and 5,101 of 5,101 amendments with a previous filing in the window share its number).
2. Check it is the latest. Compare the filing date with today. If the offering is continuing, an amendment is due each year, so a Form D that is more than a year old with Item 8 ticked “more than one year” may be out of date.
3. Read Item 6 and Item 7 together. The exemption tells you whether the sponsor may advertise; Item 7 tells you the first-sale date or that there is none yet. A first-sale date more than 15 days before the filing date is a late notice; in the last four quarters 40.2% of dated notices were.
4. Read Item 13 as a ratio. Divide sold by offered, then check Indefinite, then compare with Item 14. Zero sold and zero investors is a plan; sold above $0 and zero investors is a question.
5. Read Items 12, 15 and 16 as a cost stack. Who is paid to sell, how much, and how much of the gross proceeds goes to the people in Item 3. In real estate, 19.4% of new notices report sales commissions above $0 and 21.6% report an Item 16 amount.
6. Read Item 3 for names, then look those names up. The related persons are the executive officers, directors and promoters the sponsor chooses to name. Our PPM page covers the document that should describe their fees.
7. Do not read the form as a verdict. The data set notice says the SEC provides the data as filed and cannot guarantee it. The form is the start of due diligence, not its end.

What a reader can do with this

• If you hold a sponsor's Form D, find the latest filing under the file number and compare Item 13 with what the sponsor tells you. If the sponsor says $30 million is raised and the last Form D shows $12 million sold, ask when the last amendment was filed; the instructions let the amount sold change without an amendment.
• If a sponsor's Form D shows the first sale yet to occur, the deal has not closed with the SEC's definition of a sale (“irrevocably contractually committed to invest”). Ask for the closing date and what the 506 status will be after it. About one in four new notices in the window is in that state.
• If Item 16 is above $0, ask what it covers and whether it includes acquisition fees, a promote or a reimbursement of expenses. The field does not tell you; the clarification text, when there is one, may.
• If the notice was filed late, compare Item 7 with the filing date and ask the sponsor. In the window, 40.2% of dated notices were more than 15 days after the first sale, so a late notice is common and does not alone mean misconduct.
• For a platform's offerings, look for the issuer's entity name from the offering page and check Items 6, 12 and 13 against the page. Our accredited investor against qualified purchaser page covers the investor-side tests.

An adviser match does not fit this page: reading a Form D is a reading skill, and the questions it raises go to the sponsor and, for legal questions, to a securities lawyer. If you want to know when these numbers change, the alert below sends one email.

FAQ

Sources: U.S. SEC Form D data sets, quarterly files 2025q4, 2026q1, 2026q2 and 2026q3 (FORMDSUBMISSION, OFFERING, ISSUERS, RELATEDPERSONS and RECIPIENTS tables) and their documentation, from sec.gov/data-research/sec-markets-data/form-d-data-sets; SEC Form D, Notice of Exempt Offering of Securities, with instructions (SEC1972) from sec.gov/files/formd.pdf; 17 CFR 230.503 and 230.504 as published in the eCFR (version dated October 1, 2026). All counts, shares and medians are our arithmetic from the SEC data sets (script and output saved with this page). This is analysis of public documents, not investment, legal or tax advice.