Private Equity Secondaries Funds on Form D: 292 Filers Since 2025, 83% for Qualified Purchasers Only

What a secondaries fund buys, in plain words

A secondary is the purchase of a stake in a private equity investment that already exists. Hamilton Lane Private Secondary Fund's July 2026 prospectus splits the field in two: “LP Secondary Investments involve the acquisition of one or more existing Portfolio Fund interests at a privately negotiated price from one or more selling limited partners.” In plain words, an investor (a limited partner, or LP) that wants cash sells its stake in a private equity fund to a buyer. The other kind is led by the fund manager (the general partner, or GP): “GP/Structured Secondary Investments primarily include investments in continuation vehicles, recapitalizations and tender offers related to Portfolio Funds.” A continuation vehicle moves one or more companies out of an old fund into a new one, and the old fund's investors choose to sell or to roll over.

What the buyer is paid for is the price. The same prospectus says the fund focuses on mature, largely funded positions “typically acquired at a discount to fair value reported by the relevant Portfolio Fund Manager(s) where possible.” The discount is measured against the NAV the underlying fund reports. Market-wide volume and the average price paid, which are not in Form D data, are on our page on secondary market funds for individuals, alongside ten registered funds and their tender results.

Two doors: a registered fund or a Form D fund

There are two ways to own secondaries without being an institution, and they leave very different paper trails.

On the registered side the exit language is explicit. Coller's prospectus says “liquidity will be provided only through limited repurchase offers”; Pomona's says “The Fund has no obligation to repurchase Shares at any time”; Hamilton Lane's says no shareholder “will have the right to require the Fund to redeem its Shares.” A Form D has no field for any of that, so on the private side the terms are in documents you only see after you qualify to receive them (our reading).

What the Form D data show: 292 filers and a pipeline that is still filling

We read every Form D and Form D/A in the SEC's Form D data sets for the first quarter of 2025 through the third quarter of 2026, plus the EDGAR filings of October 1 to 16, 2026, and kept the filings on which an issuer name contains “secondar”. One credit fund that has “(Secondary)” in its name was removed. That leaves 393 filings by 292 filers (180 filings in 2025, 213 in 2026). The unit is the filer, an entity with its own SEC number, not the fund: a fund with a Cayman parallel and a feeder is several filers. The SEC's own documentation says the data are “taken directly from submissions created by the registrants and provided as-filed”, so the figures are what issuers typed.

By the same calendar date, 2026 is 64% above 2025 and 39% above 2024 (our arithmetic: 177 against 108 and 127). The quarterly view shows where the growth is. The count below is filers that filed a new Form D, not an amendment.

Of the 292 filers, 173 report sales above zero on their latest filing and 119 report nothing sold; 117 of those 119 say the date of first sale is yet to occur. 241 state “Indefinite” as the offering amount and 51 give a fixed figure. What this shows is a long list of funds at the start of fundraising: new vehicles are being registered faster than they report their first dollar.

What the count misses. We counted by name, so a fund that does not say “secondary” is not in it. Lexington Continuation Vehicle Investors, L.P., which reported $1,709,000,000 sold to 9 investors on a Form D/A of March 4, 2026, is one, and the feeders filed for it by iCapital and IEQ Capital Access Fund are others. Treat 292 as a floor for the funds that do secondaries, and as a count of vehicles with that word in the name.

What kind of secondaries: the name is a loose label

Our classification from the issuer name. Credit secondaries are the second-largest group and are a separate asset class from the private equity stakes the guides describe. The special-vehicle group includes funds that buy one company's shares and Cox Capital Retail Secondaries Fund I, LP, which reported $31,108,000 sold to 6 investors with a $1,000,000 minimum; our Cox Capital page shows that the vehicle bids for shares of non-traded funds, which is a secondary market of a different kind.

Who can buy: 83% are for qualified purchasers only

A private fund can avoid registering as an investment company in two main ways, and the Form D asks which one it claims. Section 3(c)(1) covers an issuer whose securities are “beneficially owned by not more than one hundred persons”. Section 3(c)(7) covers an issuer whose securities “are owned exclusively by persons who, at the time of acquisition of such securities, are qualified purchasers”. The law defines a qualified purchaser, for a natural person, as someone who “owns not less than $5,000,000 in investments”. Separately, one test for an accredited investor in Regulation D is an individual net worth, alone or with a spouse or spousal equivalent, above $1,000,000 excluding the primary residence.

On the securities side, 276 filers claim Rule 506(b) and 16 claim Rule 506(c), under which “the issuer shall take reasonable steps to verify that purchasers of securities sold in any offering under paragraph (c) of this section are accredited investors.” None of the 292 reports a non-accredited investor.

Stated minimums add a second filter. The Form D asks for the minimum accepted from outside investors. 221 of the 292 state $0 or leave it blank and 6 enter a placeholder of $1. Of the 65 that state $1,000 or more, the median is $1,000,000; 35 are at $1,000,000 or more and 21 at $5,000,000 or more. Only 8 are below $100,000. Four are at $50,000: the NB Secondary Opportunities VI Access Fund and its offshore twin, and the BX Strategic Partners Secondaries X Fund and its offshore twin. Two are at $25,000, Moonfare Secondary Fund SCSp and MCM Attain Secondary, a series of Motivate Capital Management Master, LLC. Two, at $5,000 and $2,500, are series of LPV Secondary Investment, LP. Apart from NB, BX Strategic Partners and Moonfare, none of the 8 reports more than $8 million sold. Among the 16 filers that tick only Section 3(c)(1), the largest is Artea Secondaries II, LP, with $100,865,000 and 43 investors.

How much they report raising

For the money, we leave out entities whose names say feeder, access, master, holding, aggregator, co-invest, sidecar, overflow or similar, which leaves 205 fund-structure filers, 129 of them with sales above zero. Parallel funds of one offering often file the same combined amount; we count an identical amount within one strategy once. That gives 111 distinct amounts adding to $56.59 billion reported as sold since each fund's first sale, with a median of 13 investors and 54 funds under 10 investors (our arithmetic). It is a cumulative figure from forms filed at different dates, and master and feeder entities that report different amounts can still overlap, so read it as indicative. For the 76 fund-structure filers whose first sale came on or after January 1, 2025, there are 67 distinct amounts adding to $20.86 billion.

The twelve largest single entities, as filed, show who is raising at scale.

Three things stand out. First, speed: StepStone's Secondary Opportunities Fund VI reports a first sale on March 31, 2026 and $3.12 billion by October 9, and Industry Ventures Secondary XI reports $1.34 billion and 428 investors, 11 weeks after a first sale on July 31 (our arithmetic: July 31 to October 16). Second, dates differ: AlpInvest's figure is eleven months old and Churchill's is from the month it opened, so the table is a ranking of the latest reports, not a same-day snapshot. Third, sleeves: CVC's fund VI, VI-P and VI-P(E) each report their own amount ($3.75 billion, $2.59 billion and $0.80 billion), and we cannot tell from the forms how they relate.

The feeder funds are the wealth-channel door

A feeder or access vehicle is a separate entity that pools many smaller investors and invests the money in the main fund. Of the 292 filers, 53 have names that mark them as feeders or access vehicles (the word feeder or access, or iCapital, CAIS, IEQ Capital Access Fund, Unity Select, Alpha Access, Moonfare, BlueArc, or an IDF series of the SALI Multi-Series Fund). 31 of them report sales: $5.66 billion in total and 3,449 investors, 35% of the 9,885 investors reported by all filers with sales, with a median of 51 investors per vehicle against 13 for the funds themselves (our arithmetic).

The individual vehicles are where a buyer's minimum and sales channel show.

Two readings follow. The vehicles that carry hundreds of investors are the ones with $50,000 or less stated, or none stated, which is consistent with a wealth channel that pools smaller tickets under one fund (our reading). And the three IDF series of the SALI Multi-Series Fund, which carry the Hamilton Lane, Neuberger and Coller secondaries names, report 7 investors between them and $298,174,943, with minimums of $1,000,000 to $10,000,000: a different buyer from an individual. Our reviews of Moonfare and iCapital cover those two platforms.

Who is paid to sell them

Form D lists the broker-dealers or finders paid for soliciting investors. 106 of the 292 filers name at least one recipient; 186 name none.

A name here means the fund reported paying that firm for soliciting investors; it does not say that the firm sold to individuals, which funds it sold, or what it was paid. Many are placement agents for institutional investors. The wealth-channel link is visible in the individual forms: the Form D of NB Secondary Opportunities VI Access Fund and that of BX Strategic Partners Secondaries X Fund each name Merrill Lynch, Pierce, Fenner & Smith Incorporated as their only recipient, and the PE Premier BX Secondaries X Onshore Feeder L.P. names Morgan Stanley Smith Barney LLC.

Who files the most

Reading the brand from the name, the sponsors with the most Form D filers are StepStone (20 filers, 18 with sales), Ares (18, 9), CVC and Glendower (12, 10), Neuberger Berman (10, 3), Westwood Energy (9, 5), Coller (9, 9), Churchill (8, 5), Adams Street and Vintage (8, 3), HarbourVest (8, 1) and Pantheon (7, 4). These are entities, not funds: a sponsor with one fund and six parallel and feeder entities counts seven. Hamilton Lane appears with two filers, one of them its Hamilton Lane Secondary Fund VII-A LP (Form D of July 8, 2026, nothing sold yet) and one the SALI series above. Moonfare appears with its one Secondary Fund.

What a Form D does not tell you

The form carries the offering amount, the amount sold, the number of investors, the minimum, the exemptions, the date of first sale and who was paid to sell. It has fields for sales commissions and finders' fees, but none for the fund's management fee, carried interest, NAV, the discount at which stakes were bought, the holdings or performance. So a Form D can say that a fund is open to qualified purchasers and has taken $447 million from 521 investors; it cannot say what those investors pay each year or at what price they can leave. For three registered funds those answers are in the prospectus (see the table above). For the Form D funds they are in the private placement memorandum, which you receive after you qualify (our reading). Ask for it before you commit, and read the fee section, the exit terms and whether the feeder adds its own fee on top of the main fund's.

What a reader can do with this

• Check the exemption first. Most private secondaries funds on Form D are open only to qualified purchasers: 243 of the 292 tick only the Section 3(c)(7) box. If you are accredited but not a qualified purchaser, the 16 filers that tick only Section 3(c)(1), the registered funds at $25,000 to $50,000 and a feeder with a stated minimum are the routes to check first (our reading).
• Look up the fund in the CSV and then on EDGAR. The data file gives each filing's accession number. Open the Form D itself: it shows the date of first sale, how much was sold, how many investors and who was paid to solicit.
• Compare like with like. A registered fund shows total annual expenses of 3.26% to 4.95% in the three prospectuses we read; a Form D feeder shows no figure. Ask the sponsor or platform for the all-in cost, including the feeder's.
• Ask about the exit and the timing. Registered funds describe repurchase offers at the board's discretion. For a Form D fund, ask how and when you can sell, and whether you can.
• Read our page on the registered funds if you want market pricing and tender results: private equity secondary market funds for individuals. Tender histories for single funds are on our pages for AMG Pantheon, Hamilton Lane Private Assets and StepStone Private Markets, and our guide to every evergreen private equity fund compares the wider field. The structure of the other big private-fund filer group is in our private REIT Form D page.

An advisor can check which of these funds and classes you actually qualify for, and what each would cost you.

This is analysis of public documents, not investment, legal or tax advice.

FAQ

Sources, all read on October 18, 2026: the SEC Form D Data Sets for 2025 Q1 to 2026 Q3 (FORMDSUBMISSION, ISSUERS, OFFERING and RECIPIENTS tables, as filed) and its documentation; the EDGAR Form D and Form D/A filings of October 1 to 16, 2026 and the individual Form D filings cited, by accession number (0000904454-25-000581, 0002101286-25-000001, 0002129145-26-000001, 0002101507-25-000001, 0002091761-26-000001 and the others in the table); Hamilton Lane Private Secondary Fund's Form N-2 of July 29, 2026 (0001213900-26-082868); the Coller Secondaries Private Equity Opportunities Fund Form 486BPOS of July 29, 2026 (0001213900-26-082754); the Pomona Investment Fund Form 486BPOS of July 29, 2026 (0001104659-26-088096); 15 U.S.C. 80a-2(a)(51) and 80a-3(c)(1) and (c)(7); and 17 CFR 230.501(a) and 230.506 (law.cornell.edu). Counts, shares, medians, sums, strategy and structure classes (read from issuer names) and the 2026 versus 2025 comparison are our arithmetic; the extracts and the arithmetic file are saved with the data. This is analysis of public documents, not investment, legal or tax advice.