Real Estate Syndicator: 62% File One Form D, 30% File a Second

What "syndicator" means in SEC filings, and how we counted them

In a syndication, the sponsor (the syndicator, or general partner or manager) finds the property, signs the loan and runs the business plan, while outside investors supply most of the equity. There is no license called "syndicator" and no register of them. What does exist is the Form D that each offering files, and its Item 3 lists the people behind the deal. The SEC's instructions say to name “Each executive officer and director of the issuer and person performing similar functions (title alone is not determinative) for the issuer, such as the general and managing partners of partnerships and managing members of limited liability companies” and “Each person who has functioned directly or indirectly as a promoter of the issuer within the past five years”. A syndicator is, in the data, the name or names that keep showing up there.

The filing itself is required for “each new offering of securities no later than 15 calendar days after the ‘date of first sale’”, so a sponsor that runs one single-asset deal files once, and a sponsor that raises a new LLC for each property files again for each. The earlier pages in this series count the deals (5,358 new syndications in 18 months) and the legal wrappers (LLC versus LP in 31,206 filings). This page counts the people: how many sponsors there are, how concentrated they are and how many come back.

How we drew the line: original Form D notices (amendments excluded) in the SEC's five Real Estate industry groups, filed from January 1, 2020 to September 30, 2026, with the 3,335 REIT preferred placements (a $100,000 to $140,000 offering with a $500 to $1,000 minimum) set aside, as on our partnership page. Because the same people sit behind many separate LLCs, we link each filing to a sponsor group: the related person on the form who appears on the most distinct issuers in the data. We do not chain filings through every shared name: in our test the largest chained group holds 1,627 issuers and mixes names that are plainly different sponsors, because one shared officer or adviser welds them together. Names are normalized and keyed with the person's state. A filing from a sponsor whose principals list themselves differently on different forms looks like two sponsors, so sponsor counts are an upper bound and one-time counts are somewhat high (our reading). Real estate funds that file as “Pooled Investment Fund”, and offerings never filed at all, are not in the data. Our scripts and the SEC files they read are saved with this page.

Most sponsors file once; a few hundred file most of the deals

Source: SEC Form D data sets, 2014q1 to 2026q3; original filings January 1, 2020 to September 30, 2026; sponsor groups, shares and sums are our arithmetic. “Money reported sold” is the amount sold on the latest report under the same SEC file number, for amounts under $5 billion; total $292.6 billion.

The median sponsor group filed once and the mean is 2.80 (our arithmetic), the signature of a long tail. The 512 sponsors with ten or more filings are 4.6% of sponsors and file 37.0% of the deals. They are not all the same kind of firm: the group includes fleets of single-property LLCs raised by one family of funds, the sponsors of 1031-exchange DST series (Inland Private Capital Corporation, for example, appears as the lead related person on 84 filings covering 83 issuers, and we cover it in our Inland DST analysis) and sponsors that open one LLC per investment (our reading). The dollars follow the filings, but unevenly:

Source: SEC Form D data sets; shares and sums are our arithmetic. Amounts are as reported by the issuers on the latest filing in the data.

Two readings. First, the most prolific filers are not the biggest: the ten sponsors with the most filings hold 3.0% of the money, because many of them open a small LLC for each property, while the ten with the most money have 275 filings in total. Second, the top 500 by amount sold, which is 4.5% of the 11,139 groups, hold 72.5% of the reported dollars, so the typical syndicator is small and the typical dollar goes to a large one (our arithmetic). A handful of the largest reported amounts come from a few very large, continuous offerings; treat dollar shares as a rough guide, because the forms are self-reported.

Who a new syndicator is: the first Form D

Each year, about three in ten real estate Form Ds come from a sponsor with no earlier Form D under the same lead name since 2014: 30.8% in 2020, 28.6% in 2021, 27.4% in 2022, 30.6% in 2023, 32.5% in 2024, 30.5% in 2025 and 33.3% from January to September 2026. A stricter test, that none of the people on the form appeared on an earlier one, gives 24.0% to 30.1% (our arithmetic). The pipeline of new names did not stall when deal volume fell after 2022.

Source: SEC Form D data sets, 2014q1 to 2026q3; first-time means no earlier original Form D under the same lead related person since January 2014 (our arithmetic). Sponsors active before 2014 and not since may be counted as new.

What does a first Form D look like? We took the 8,884 sponsors whose first filing since 2014 fell from January 2020 to September 2026 and read that first notice.

Source: SEC Form D data sets; medians and shares are our arithmetic. The first column is one filing per sponsor; the other two count every filing by sponsors in that class.

The middle half of first offerings runs from $1.5 million to $11.5 million. By size: 14.6% are under $1 million, 33.8% are $1 million to under $5 million, 29.6% are $5 million to under $25 million, 9.3% are $25 million to under $100 million, 4.6% are $100 million or more and 8.2% state the amount as “Indefinite”. So 48.4% of newcomers file a first offering under $5 million (our arithmetic). Of the 7,610 that state a minimum above zero, 20.4% ask under $25,000, 21.0% ask $25,000 to under $50,000, 30.2% ask $50,000 to under $100,000 and 28.4% ask $100,000 or more. Newcomers are overwhelmingly LLCs (83.5%; 10.5% are limited partnerships) and mostly commercial (3,694 first filings), other real estate (2,372) and residential (2,117).

The veterans differ less in what they raise than in how: sponsors with ten or more filings report a lower typical minimum ($25,000), report sales commissions about four times as often (19.8% against 5.0% to 5.4%) and are more often Delaware entities. That fits sponsors who raise through broker-dealers and registered advisers, and the 1031 and fund-style sponsors among them; the newcomer more often raises directly from people who know them (our reading). For what the commission and related-party boxes on the form do and do not show, see our syndication Form D page.

Do first-time syndicators come back? The 24-month test

We asked a narrow question the forms can answer: of sponsors that file a first Form D, how many file another one, for a different issuer, within 12 or 24 months? Only sponsors whose first filing was by September 30, 2024 are counted, so every one has 24 months to show up in the September 2026 data: 6,304 sponsors. Under our main rule (the same lead related person), 22.2% filed again within 12 months and 30.0% (1,893) within 24 months. If any person on the first form counts, the 24-month figure is 30.5% (1,924), and under the strict first-time rule it is 27.5% of 5,577 (our arithmetic). The three rules land within three points of each other.

Source: SEC Form D data sets, 2014q1 to 2026q3; shares and counts are our arithmetic. A second Form D means a later-dated original notice from a different issuer CIK than the first-day filings. “Filed again by Sep 30, 2026” counts any later original filing.

The cohorts that started in 2020 and 2021, when volume was rising, came back more often (34.0% and 36.1%) than those that started in 2022 to 2024 (26.6%, 28.8% and 23.9%). That is what a tighter capital market would produce, but the forms do not say why a sponsor did not file, and a sponsor that waited more than two years is not a failure: 44.3% of the 2020 cohort had filed again by September 2026, so about 55.7% had not in up to 6.7 years (our arithmetic). Among those that did come back within two years, the median gap was 198 days: 26.6% filed within 90 days and 46.6% within 180 days.

Other cuts, all among the same 6,304:

• By first offering size: 33.1% of sponsors whose first offering was under $5 million filed again within 24 months (3,193 sponsors), 29.3% at $5 million to under $25 million (1,817) and 24.8% at $25 million and over (778). Sponsors that left the amount as “Indefinite” are in none of these groups.
• By exemption: 31.7% of the 4,653 Rule 506(b)-only first filings were followed by a second, against 26.2% of the 1,471 that checked Rule 506(c).
• By commissions: 33.1% of the 347 whose first filing reported sales commissions came back, against 29.8% of 5,957 that did not.
• By how much they had sold: among sponsors that came back, 74.1% reported some amount sold on the first filing; among those that did not, 65.6% (our arithmetic). The first offering of the returning group was smaller at the median ($3.3 million against $4.1 million).

A second Form D is not a measure of returns. It shows that a sponsor opened another entity and, if the first filing's “amount sold” is above zero, that the first one took money. A sponsor can file once and raise from the same investors for years, or fail to file the second form it should have. Used honestly, the number says how many names are still around after two years, not which of them made money.

Where first-time syndicators incorporate

Delaware is the default for larger and repeat sponsors, and first-time sponsors are less likely to use it: 33.4% of first-time sponsors' first filings are Delaware entities against 42.8% of all other filings in the window. Texas is level (13.1% and 12.9%). Wyoming (5.1% against 2.0%), California (5.0% against 3.3%) and Florida (3.6% against 2.4%) are more common among newcomers, and 56.5% of first filings are organized in the same state as the principal office, against 49.9% of the rest (our arithmetic). Principal offices of newcomers are led by Texas (1,446 first filings), California (1,025), Florida (683) and New York (460). Our partnership census covers the Delaware, Texas and statutory side of this in full.

What a reader can do with this

• Count the sponsor's Form Ds before the pitch deck. Search each LLC the sponsor names in EDGAR company search; the Item 3 related persons tie them together. About three in ten real estate Form Ds come from a sponsor with no earlier one under our rule, so a first-time sponsor is common, and the forms alone cannot tell a careful new sponsor from a careless one. A sponsor with several earlier Form Ds has a trail that can be matched against its own claims about past deals.
• Ask for realized results, not only the filing count. A Form D shows that an offering was opened, not how it ended. A request for the final distributions and the sale price of each earlier property in the sponsor's list answers what the SEC data cannot.
• Compare against the first-raise figures. A $50,000 minimum and a first offering of $1.5 million to $11.5 million are the middle of the range for new sponsors; 48.4% file a first offering under $5 million. Rule 506(c) is the paragraph for “offerings not subject to limitation on manner of offering”, where the issuer must “take reasonable steps to verify” that purchasers are accredited; Rule 506(b) covers “offerings subject to limitation on manner of offering” and, in the words of 17 CFR 230.506(b)(2)(i), allows “no more than, or the issuer reasonably believes that there are no more than, 35 purchasers of securities from the issuer in offerings under this section in any 90-calendar-day period”.
• For someone planning to sponsor: the form is due “no later than 15 calendar days after the ‘date of first sale’”, and for a continuing offering an amendment is due “annually, on or before the first anniversary of the most recent previously filed notice”. The securities lawyer who files it is the person to ask about the exemption and state filings; that is outside this analysis.
• Do not read a long filing list as a good record. The 33 sponsors with 50 or more filings include sponsors that open one LLC per property; the count measures activity, not quality.

An adviser match does not fit this reader: a person deciding whether to sponsor deals needs a securities attorney and a CPA, and an investor vetting one sponsor needs that sponsor's documents. If you want to know when the numbers on this page change, the alert below sends one email.

FAQ

Sources: U.S. SEC Form D data sets, quarterly files 2014q1 to 2026q3 (FORMDSUBMISSION, ISSUERS, OFFERING and RELATEDPERSONS tables) from sec.gov/data-research/sec-markets-data/form-d-data-sets; SEC Form D and its general instructions (sec.gov/files/formd.pdf); and 17 CFR 230.506 as published in the eCFR (text as of October 1, 2026), all retrieved October 12, 2026. Sponsor grouping, counts, medians, shares and survival rates are our arithmetic from the saved scripts and their output; the approach and limits are described above. Sponsor identity is inferred from names on the forms and is approximate. This is analysis of public documents, not investment, legal or tax advice.