Oil and Gas Investment: What 1,476 SEC Form D Filings Show (2026)
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Quick Answer
Oil and gas investment, for a private investor, usually means buying a unit in a drilling program, a joint venture or a working interest that a sponsor sells under SEC Regulation D, and each of those offerings files a Form D. We counted them in the SEC's own Form D data. As of the SEC's file for the quarter ended September 30, 2026, issuers in the Oil and Gas industry group filed 553 Forms D and D/A in 2024, 511 in 2025 and 412 in the first nine months of 2026: 1,476 filings and 800 new offerings from 758 issuers. New offerings rose 10.6% in January-September 2026 against the same months of 2025 (230 against 208; our arithmetic). 62% come from Texas issuers. 19% of new offerings report paying sales commissions, at a median of 10% of the offering, and joint-venture deals that report them pay a median 15% (our arithmetic). The tax case is real and written into the Code: intangible drilling costs can be expensed (26 U.S.C. 263(c), Treas. Reg. 1.612-4), and a working interest held without limited liability is not a passive activity (section 469(c)(3)). It also has conditions that sales pitches skip: unlimited liability, recapture as ordinary income (section 1254) and no deduction at all for bondholders. And the SEC's 2023-2026 record is mostly about who sold these deals: insurance agents, radio hosts and advisers paid undisclosed commissions.
Key Takeaways
- Census: 1,476 Form D and D/A filings in the SEC's Oil and Gas industry group from January 2024 to September 30, 2026, 800 of them new offerings, from 758 issuers. 495 of the 800 new offerings (61.9%) came from Texas issuers.
- Pace: 230 new offerings in January-September 2026 against 208 in the same months of 2025 (+10.6%, our arithmetic). The median new offering is $5.0 million in 2025 and 2026, up from $3.0 million in 2024.
- Commissions: 153 of the 800 new offerings (19.1%) report sales commissions, at a median of 10.0% of the offering where reported; 70 report 10% or more. The 25 offerings by issuers named 'Joint Venture' that report them (of 105) pay a median 15.0% (our arithmetic). Real estate syndications in the same data: about 5%.
- Advertised deals: 303 of the 800 (37.9%) use Rule 506(c), which allows general solicitation but only accredited buyers; the share rose from 30.2% in 2024 to 45.2% in 2026 (our arithmetic).
- Tax: intangible drilling costs may be expensed by an operator (Treas. Reg. 1.612-4(a)); a working interest held directly or through an entity that does not limit liability is not passive (26 U.S.C. 469(c)(3)(A)); independent producers and royalty owners get 15% percentage depletion on up to 1,000 barrels a day (613A(c)). Deductions come back as ordinary income on a sale (section 1254).
- Enforcement 2023-2026: we scanned all 1,065 SEC litigation releases; 12 concern oil and gas offerings or their sellers. Three advisers were charged on September 11, 2025 with selling about $82 million of oil and gas securities (our sum of $52 million, $18 million and $12 million, as alleged).
CSV · 253 rows
Oil and gas private offerings in SEC Form D data, 2023 to September 2026, with the tax rules and the SEC enforcement record
253 rows: Form D census of the Oil and Gas industry group by year (2023, 2024, 2025, January-September 2026), January-September comparisons, the 2024-2026 profile by entity type, issuer state and solicitation state, the largest issuers and highest-commission filings with accession numbers, six example filings, 17 SEC and FINRA enforcement items and nine tax rules with citations.
What you are buying when you "invest in oil and gas" privately
The sales pages that rank for this question list stocks, ETFs, royalties and "direct participation programs" side by side. For a private investor with six figures, the choice is narrower, and each kind of interest gets different tax treatment:
- A working interest pays its share of drilling and operating costs and receives its share of production. This is the interest that carries the intangible drilling deduction and, if held without limited liability, the passive-loss exception.
- A royalty or mineral interest receives a share of production with no share of costs. Royalty owners get percentage depletion (the statute's heading is “Exemption for independent producers and royalty owners”), but no drilling deduction.
- Notes or bonds issued by an oil company pay interest. The drilling deductions belong to the issuer, not to the lender (our reading of the Code sections below).
The Form D shows which one you are offered. In the SEC's Oil and Gas industry group from January 2024 to September 2026, the 800 new offerings break down like this:
| Issuer type on the Form D | New offerings | Share reporting sales commissions | Median commission where reported | Median minimum | Median offering | Rule 506(c) |
|---|---|---|---|---|---|---|
| Limited partnership | 300 | 19.0% | 9.5% | $47,500 | $5.0M | 132 |
| Limited liability company | 217 | 13.8% | 8.0% | $25,000 | $7.5M | 63 |
| Corporation | 140 | 25.7% | 6.0% | $25,000 | $2.95M | 29 |
| General partnership | 89 | 20.2% | 14.0% | $18,575 | $1.31M | 49 |
| Other | 54 | 22.2% | 15.0% | $49,250 | $2.48M | 30 |
| All new offerings | 800 | 19.1% | 10.0% | - | - | 303 |
Source: SEC Form D data sets, 2024q1 to 2026q3, original Form D filings in the Oil and Gas industry group; shares and medians are our arithmetic. Median minimum counts only offerings stating one above zero.
The 89 general partnerships matter for the tax section below. A working interest only escapes the passive-loss rules if your liability is not limited, so programs that sell that benefit are structured as general partnerships or joint ventures in which the investor is exposed to the venture's liabilities (our reading of section 469(c)(3)). 105 new issuers in the period have "Joint Venture" in their name.
The Form D census: 2024, 2025 and 2026 to date
| Year filed | All filings | New offerings | Amendments | Issuers | Median new offering | Rule 506(c) new | Share paying commissions | Median commission | Median minimum | Investors, latest filing |
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 483 | 311 | 172 | 318 | $2.5M | 97 | 17.7% | 10.0% | $25,000 | 8,126 |
| 2024 | 553 | 285 | 268 | 308 | $3.0M | 86 | 17.9% | 10.0% | $25,000 | 10,196 |
| 2025 | 511 | 285 | 226 | 304 | $5.0M | 113 | 22.1% | 8.65% | $26,250 | 12,502 |
| 2026 (Jan-Sep) | 412 | 230 | 182 | 253 | $5.0M | 104 | 17.0% | 8.43% | $27,750 | 11,443 |
Source: SEC Form D data sets, 2023q1 to 2026q3 (filings through September 30, 2026); our census script and its output are saved with this page. "Investors, latest filing" sums the investor count in each issuer's last filing of the year, which is cumulative since its offering began. Shares and medians are our arithmetic.
Three things stand out. The pace is up: 230 new offerings in the first nine months of 2026 against 208 a year earlier. Deals are bigger: the median new offering went from $3.0 million in 2024 to $5.0 million. More are advertised: Rule 506(c) offerings, the ones that can run ads, podcasts and webinars but must verify every buyer is accredited (17 CFR 230.506(c)(2)), went from 86 of 285 new offerings in 2024 to 104 of 230 in 2026.
The sponsors are concentrated where the wells are. 495 of the 800 new offerings came from Texas issuers, then Colorado (34), Kentucky (28) and Oklahoma (23). The buyers are not: of the 215 new offerings that name a broker or finder, 99 list "All States" for solicitation, and California (71), Florida (70) and Arizona (64) follow Texas (98).
The dollars include very different things. The largest amounts sold in the group belong to Phoenix Energy One, LLC, $1,140,071,000 from 3,049 investors in unsecured bonds (Form D/A of April 2, 2026), and to institutional partnerships such as Sheridan Production Partners III-B ($1,031,000,000 from 27 investors). Operating companies such as Talos Energy Inc. and National Fuel Gas Co also file Forms D for their private placements. Across all 758 issuers, the latest filings report $12.07 billion sold to 25,492 investors; limited and general partnerships, the usual program structures, account for $5.18 billion and 15,648 investors (our sums). The median issuer that reports any sales has raised $1.38 million.
What it costs: commissions on the form
A Form D asks for sales commissions (Item 15) in dollars. In oil and gas, far more deals pay them than in real estate: 19.1% of new offerings against about 5% for real estate syndications in the same SEC data (our syndication census), and at about twice the rate when they do, a median 10.0% of the offering. Some filings explain the load:
| Offering (Form D date) | Amount sold / offering | Investors | Sales commissions on the form | What the filing says |
|---|---|---|---|---|
| RGP Income Fund II, LP (Sep 8, 2026) | $175,000,000 / $175,000,000 | 1,235 | $20,125,000 (estimate) | 7% sales commission, 3.5% managing broker-dealer fee and 1% marketing and due diligence allowance: 11.5% (our arithmetic) |
| MDS 2025-Shale Development, LP (Mar 17, 2026) | $246,314,916 / $300,000,000 | 1,859 | $16,814,622 | Includes sales commission and dealer manager fee; 6.8% of the amount sold (our arithmetic) |
| Crown Arkoma #4 Joint Venture (Jul 7, 2026) | $0 / $5,440,000 | 0 | $816,000 (estimate) | Joint venture interests; 15.0% of the offering (our arithmetic); minimum $21,250 |
| Lake Raccourci Development Well Joint Venture (Jun 3, 2024) | $0 / $2,336,000 | 0 | $350,400 | General partnership; 15.0% (our arithmetic); payments go to the joint venture manager owned by the named principals |
| Phoenix Energy One, LLC (Apr 2, 2026) | $1,140,071,000 / $2,000,000,000 | 3,049 | $90,000,000 (estimate) | Unsecured bonds; 4.5% of the offering (our arithmetic); minimum $25,000 |
| Citizen Energy 2025 Drilling Fund LP (Dec 11, 2025) | $500,000 / $2,000,000 | 1 | $2,000,000 (as entered) | The note says 3% dealer manager fee and 7% selling commissions; the dollar box equals the whole offering |
Source: each Form D or D/A, accession numbers in the dataset. Percentages are our arithmetic.
The last row is a reminder that nobody checks a Form D before it is filed. The highest "commission" percentages in the data are entry errors, and the SEC charged one oil company's owner in 2023 with false statements in “at least thirty Form D filings” (Litigation Release 25873). Use the form as the sponsor's own statement, then ask for the private placement memorandum (how to read one).
What 11.5% means in money: on a $100,000 subscription to a program priced like RGP Income Fund II, $11,500 goes to the selling broker-dealers and $88,500 to the program (our arithmetic). In a 15% joint venture, $15,000 leaves before any drilling (our arithmetic). The SEC's investor alert on private oil and gas offerings describes the risk that sits behind those numbers: “The promoter makes money from you even if the well comes up dry.”
The tax benefits, from the Code itself
Every sponsor page sells the same three deductions. Here is what the statute and regulation actually say, as printed in the 2024 edition of the U.S. Code and the current eCFR, and what each one requires. Public Law 119-21 of July 4, 2025 did not change these rules for individual investors: its only intangible-drilling provision, section 70523, changes how corporations compute "adjusted financial statement income" for the corporate minimum tax under section 56A, for taxable years beginning after December 31, 2025 (our reading).
| Benefit | Citation | What the text says | When it does not apply (our reading) |
|---|---|---|---|
| Expense intangible drilling costs (IDC) in the year paid | 26 U.S.C. 263(c); Treas. Reg. 1.612-4(a) | IDC incurred by an operator “may at his option be chargeable to capital or to expense”; an operator is “one who holds a working or operating interest” | Royalty owners and lenders have no IDC; equipment with salvage value is capitalized; wells outside the United States use section 263(i) instead (10-year or depletion) |
| Losses are not passive | 26 U.S.C. 469(c)(3)(A) | “The term ‘passive activity’ shall not include any working interest in any oil or gas property which the taxpayer holds directly or through an entity which does not limit the liability of the taxpayer” | Interests held as a limited partner, LLC member or shareholder; and once you take a non-passive loss, later net income from the property is treated as non-passive too (469(c)(3)(B)) |
| Percentage depletion | 26 U.S.C. 613A(c) | 15 percent for independent producers and royalty owners, on average daily production up to the “depletable oil quantity” of 1,000 barrels (or 6,000 cubic feet of gas per barrel elected) | Capped at 65% of taxable income (613A(d)(1)); not available to retailers or refiners (613A(d)(2) and (d)(4)) |
| Alternative minimum tax | 26 U.S.C. 57(a)(2)(E) | The excess-IDC preference “shall not apply to any taxpayer which is not an integrated oil company” | The relief cannot reduce alternative minimum taxable income by more than 40 percent (57(a)(2)(E)(ii)) |
| The bill at exit: recapture | 26 U.S.C. 1254(a)(1) | On disposition, the lesser of the IDC and depletion deducted or the gain “shall be treated as gain which is ordinary income” | Applies to every sale of the interest; the deduction was a deferral at ordinary rates, not a gift |
Source: 26 U.S.C. 57, 263, 469, 613A and 1254 (U.S. Code, 2024 edition, govinfo.gov); 26 CFR 1.612-4 (eCFR, text as of October 1, 2026); Public Law 119-21, section 70523. Interpretations are our reading, not tax advice.
Two of these points rarely make it into a sales deck. First, the passive-loss exception requires unlimited liability: the Code says "an entity which does not limit the liability of the taxpayer", which is why drilling programs sell general-partner or joint-venture units. If a well blows out or a lawsuit exceeds insurance, that structure is the reason the investor is exposed (our reading). Second, section 469(c)(3)(B) works both ways: income from the same property in later years is non-passive too, so passive losses from your syndications or DSTs cannot shelter it (our reading).
The SEC has already sanctioned a sponsor over this. Its 2021 order against Resolute Capital Partners and Homebound Resources, restated in a February 11, 2025 order appointing a fund administrator (Release No. 34-102390), found that the respondents “made statements about potential tax benefits that were unavailable to certain investors”, among other misstatements, in more than $250 million of working-interest-based offerings sold from 2016 to 2019.
A worked example, with the conditions attached
Illustration only, with assumptions stated (our arithmetic):
| Step | Amount | Basis |
|---|---|---|
| Subscription to a program unit held as investor general partner | $100,000 | Assumption |
| Selling load at 11.5% (RGP Income Fund II's disclosed rate) | -$11,500 | Form D/A, our arithmetic |
| Amount the program can spend | $88,500 | Our arithmetic |
| IDC deducted in year one if 70% of the subscription is IDC | $70,000 | Assumption; the PPM states the sponsor's estimate |
| Federal tax saved at a 37% marginal rate | $25,900 | Assumption; our arithmetic |
| Percentage depletion on $10,000 of gross income from the well | $1,500 | 15% under 613A(c); our arithmetic |
| Ordinary income on a later sale (recapture), up to | $70,000 plus depletion taken | Section 1254(a)(1) |
The deduction lowers the cost of a bet; it does not make the bet. If the wells produce little, the investor has spent $74,100 after tax (our arithmetic: $100,000 less $25,900) for a small stream of income, and that income is non-passive. If the interest is held through an LLC or as a limited partner instead, the $70,000 is a passive loss that only offsets passive income (our reading of section 469).
Is oil and gas investment legit? The enforcement record, 2023-2026
The category is legal and large: operating companies, institutional funds and program sponsors raising through registered broker-dealers all file in this group. The question is the specific deal and the specific seller. We read all 1,065 SEC litigation releases dated January 1, 2023 to October 11, 2026 and kept those that mention oil and gas; 12 concern oil and gas offerings or the people who sold them (one other is a public-company manipulation case). We add one SEC administrative order and one Fair Fund order we found in the same period.
| Release (date) | Case | What the SEC alleged or found | Status in the SEC's record |
|---|---|---|---|
| LR-25653 (Mar 1, 2023) | SEC v. Ryan R. Riley, Eastern District of Virginia | Adviser allegedly raised money for oil and gas drilling projects in Texas and misappropriated nearly half a million dollars | Consented to a judgment; money remedies left for the court |
| LR-25712 (May 8, 2023) | SEC v. Hill, Shelly, Clean Energy Technology Association and Freedom Impact Consulting, Western District of Texas | Alleged $155 million raised from over 500 investors for carbon capture units leased to oil and gas producers; distributions allegedly paid from other investors' capital | Asset freeze and receiver ordered May 3, 2023; no later release found |
| LR-25851 (Sep 25, 2023) | SEC v. Bailey, Sapphire Exploration and Harris Exploration, Northern District of Texas | Alleged misuse of $5 million of $7.8 million raised, including working interests and partnership interests | No later release found |
| LR-25873 (Sep 29, 2023) | SEC v. Patton, Star Oil and Gas Company et al., Middle District of Florida | Alleged false statements in at least thirty Form D filings and a website claiming 31 offshore platforms | No later release found |
| 33-11336 (Dec 9, 2024) | In the Matter of David C. Underwood (Heartland offerings) | Heartland raised about $122 million from more than 700 investors; about half was spent on oil and gas projects that generated less than $500,000 of revenue; sold through insurance agents and advisers it called finders | Settled order against one seller |
| LR-26228 (Jan 17, 2025) | SEC v. Arete Wealth Management et al., Northern District of Illinois | Representatives allegedly sold more than $8 million of shares in Zona Energy, a sham oil-and-gas company, away from their firm | Litigation filed January 17, 2025 |
| 34-102390 (Feb 11, 2025) | Resolute Capital Partners and Homebound Resources | 2021 findings: more than $250 million of working-interest-based securities sold to retail investors, unsupported production projections, unavailable tax benefits | $600,000 in penalties placed in a Fair Fund; administrator appointed |
| LR-26269 (Mar 17, 2025) | SEC v. Arcturus Corp. et al., Northern District of Texas | Over $22 million raised in 2007-2011 for six oil and gas drilling projects | Final judgment January 28, 2025: $9,844,127 disgorgement plus interest and $500,000 penalties |
| LR-26303 (May 7, 2025) | SEC v. Langemeier and Live Out Loud, District of Nevada | Author moved clients' money into self-directed IRAs and unregistered oil and gas offerings while receiving undisclosed commissions | Final judgment April 29, 2025: $576,109.28 |
| LR-26442 (Dec 15, 2025) | SEC v. Oliver; SEC v. Ortiz and DaveGlo; SEC v. Richards | Three advisers allegedly sold about $52 million, $18 million and $12 million of oil and gas securities through radio shows and ads, for over $4.3 million, $800,000 and $600,000 of compensation; the sponsors were those in the Resolute order | Richards: final judgment $797,709 (LR-26531, April 2026); Ortiz: $816,934 disgorgement (LR-26549, May 2026); Oliver: no later release found |
| LR-26575 (Jun 25, 2026) | SEC v. Michael Bowen (Cannon Operating), Northern District of Texas | About $2.18 million raised from at least 140 investors through working interests in Oklahoma wells; undisclosed sales commissions | Consent judgment June 8, 2026 |
| LR-26616 (Aug 21, 2026) | SEC v. 1859 Operating, LLC et al., Northern District of Texas | Subpoena enforcement in an investigation of sales of fractional undivided working interests in oil leases that raised about $42.7 million | Investigation; no fraud charge filed as of the release |
Source: SEC litigation releases and orders by number, saved with this page; allegations are allegations unless a court or a settled order found them. "No later release found" means our scan of releases through October 11, 2026 found none; court dockets may show more.
The pattern is consistent. In most cases the SEC's theory is about how the deal was sold: unregistered salespeople, undisclosed commissions, advisers who did not tell clients they were paid by the sponsor, and money spent on something other than wells. That is also what the commission column of the Form D measures.
Two other places we looked. The Texas State Securities Board, the regulator in the state where 62% of the new offerings' issuers are based, issued 29 cease-and-desist orders numbered 2023 to 2026; none of the 24 we could search mentions oil and gas (five are scanned images; our scan is saved). FINRA's monthly disciplinary reports from January 2023 to September 2026 (38 of the 45 months; seven files could not be retrieved) mention oil and gas in three relevant cases: a principal suspended in an AWC dated May 30, 2023 for failing to reasonably supervise sales of “illiquid oil and gas limited partnerships”, including to senior customers; a representative suspended in an AWC dated June 17, 2024 after his customers invested $517,410 in oil and gas wells he had not reported to his firms; and a broker barred in a hearing decision that became final February 28, 2025, which found he misrepresented the stock of a company “purportedly in the business of acquiring oil and gas leases” to an elderly couple while the company paid him $284,890.
Our verdict. Private oil and gas programs are a legitimate, legal product with a tax treatment that Congress wrote deliberately. They are also, on the SEC's own form, the most heavily commissioned corner of the private-placement market we have measured, and the enforcement record says the danger usually arrives through the seller. A deal is worth considering only if you can afford to lose the money, you can carry the liability that the passive-loss exception requires, and you have checked who is paid to sell it to you.
What an investor weighing a program can do with this
- Pull the Form D. Search the program's exact legal name in EDGAR company search. Read Items 13 to 16: offering size, amount sold, investors, sales commissions and payments to related persons. Compare against the table above: a 15% commission is the joint-venture norm here, not a market norm.
- Check the seller, not just the sponsor. Look up the representative on FINRA BrokerCheck and the SEC's adviser database. Ask in writing whether they are paid by the sponsor and how much. Every 2025-2026 case in the table above turned on that question.
- Make the tax claim specific. Ask the sponsor for the estimated IDC percentage by year, whether your unit is a general-partner or joint-venture interest, when (if ever) it converts, and what insurance covers the liability you take on. Have your own tax preparer run section 469, the 65% depletion cap and section 1254 recapture against your return.
- Decide what you are replacing. If the money is coming from a property sale, a 1031 exchange (the rules) or a syndication you already own (K-1 or 1099), the oil and gas deduction may be worth less than it looks, because its income cannot absorb your passive losses.
FAQ
Update alert · free
An email when the oil and gas programs numbers change
When a rate, rule or filing behind this page changes: what changed, the one number that matters, and the source to check it yourself.
Sources, read and saved on October 11, 2026: U.S. SEC Form D data sets, quarterly files 2023q1 to 2026q3 (FORMDSUBMISSION, ISSUERS, OFFERING and RECIPIENTS tables), with our census script and its output; the individual Forms D quoted (accession numbers in the dataset); 26 U.S.C. 57, 263, 469, 613A and 1254 (U.S. Code, 2024 edition, govinfo.gov); 26 CFR 1.612-4 and 17 CFR 230.506 (eCFR, text as of October 1, 2026); Public Law 119-21 (Government Publishing Office); SEC Litigation Releases 25653, 25712, 25851, 25873, 26228, 26269, 26303, 26442, 26531, 26549, 26575 and 26616, SEC Release Nos. 33-11336 and 34-102390, and the SEC Office of Investor Education and Advocacy's investor alert on private oil and gas offerings; our scans of all SEC litigation releases from 2023 to October 11, 2026, of Texas State Securities Board cease-and-desist orders numbered 2023 to 2026 and of FINRA's monthly disciplinary reports from January 2023 to September 2026 (including the July 2023, August 2024 and April 2025 issues quoted), with their scripts. Counts, sums, medians, shares and the worked example are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.
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