Reg CF (Regulation Crowdfunding) by the Numbers, 2022-2026

What Reg CF is, in the rule's own numbers

Regulation Crowdfunding is the SEC's rule set at 17 CFR Part 227 for the crowdfunding exemption in section 4(a)(6) of the Securities Act. The core limits sit in § 227.100, as current on the eCFR on October 1, 2026:

• Issuer cap: securities sold under Reg CF in the 12 months before a sale “shall not exceed $5,000,000” (§ 227.100(a)(1)).
• One platform: the offering must run “exclusively through the intermediary's platform”, and an issuer may not use more than one intermediary for an offering (§ 227.100(a)(3)). That intermediary must be registered with the SEC as a broker or as a funding portal and be a FINRA member (§ 227.300(a)). FINRA's list of funding portals had 73 entries on October 11, 2026.
• Who is shut out: the exemption does not apply to an issuer that is an investment company, or that “is excluded from the definition of investment company by section 3(b) or section 3(c)” of the Investment Company Act (§ 227.100(b)(3)). That is why a pooled real estate fund relying on one of those exclusions cannot raise on Reg CF directly, and why the real estate deals you do see are single-property companies, builders and lenders.
• Stuck for a year: buyers may not transfer Reg CF securities “during the one-year period” after issue, except to the issuer, an accredited investor, a registered offering or family (§ 227.501(a)).

What you as an investor can put in, across all Reg CF offerings in any 12 months (§ 227.100(a)(2)). Accredited investors have no Reg CF limit; the caps apply only where “the purchaser is not an accredited investor”.

Source: 17 CFR 227.100(a)(2) (eCFR, current as of October 1, 2026). Income and net worth are calculated as for accredited-investor status and may be joint with a spouse, but joint investors share one limit.

The issuer's financial statements depend on how much it is raising in the 12-month window, maximum included (§ 227.201(t)):

Source: 17 CFR 227.201(t). The common maximums in the data, $124,000, $618,000, $1,235,000 and $5,000,000, sit exactly at these lines.

After a successful raise the issuer must file an annual report on Form C-AR “no later than 120 days after the end of the fiscal year” (§ 227.202(a)) and keep doing so until one of five exits in § 227.202(b), for example one annual report filed and fewer than 300 holders of record, or three years of reports and no more than $10,000,000 of assets. On exit it must file a Form C-TR within five business days “to advise investors that the issuer will cease reporting pursuant to this part” (§ 227.203(b)(3)).

Reg CF vs Reg A+ Tier 2 vs Rule 506(c)

Source: eCFR texts of 17 CFR 227.100, 227.202, 227.203, 227.300, 230.251, 230.257, 230.503 and 230.506, current as of October 1, 2026.

For a $1,000 retail ticket the practical difference is the paperwork behind it. A Reg CF company may offer up to $124,000 on statements its own chief executive certifies, and its Form C is simply filed before the offering starts, with no qualification step. A Reg A+ Tier 2 company has an offering statement the SEC qualifies and files semiannual reports; our count of real estate Reg A offerings shows what that market looks like. Rule 506(c) deals, the ones advertised to accredited investors, file only a short Form D; see our Form D syndication census.

How many Form C filings, 2022 to September 2026

Source: SEC Crowdfunding Offerings Data Sets, quarters 2022q1 to 2026q3 (FORM_C_SUBMISSION and FORM_C_DISCLOSURE), counted by our script regcf_census.py; medians are our arithmetic. “New Form C” is submission type C only; amendments (C/A), withdrawals and updates are counted separately.

Two things stand out. The count is falling: 1,064 new Form Cs in January-September 2024, 807 in the same months of 2025 and 598 in 2026 (our count), so 2026 is on course to be the lowest year of the five. And the typical deal is small with a large ceiling: a $50,000 target lets the company close once it reaches that, while a maximum ten to twenty times higher lets it keep selling. The sum of 2025 maximums, $1,252,997,950, is what issuers said they would accept, not what anyone bought.

The security types on 2025 Form Cs: 495 “Other”, 270 debt, 206 common stock and 72 preferred stock. Within “Other”, 218 describe a SAFE (simple agreement for future equity), 49 a convertible note and 39 a revenue-based instrument (our classification of the description field).

What actually got raised: the final Form C-U

The data sets have no field for the amount sold. The figure exists only as free text in the Form C-U, which § 227.203(a)(3) requires within five business days of reaching 50% and 100% of the target and, in every case, after the deadline “to disclose the total amount of securities sold in the offering”. Our script reads the last Form C-U per offering that states a dollar amount, skips interim 50% notices and amounts above the $5 million cap, and links it to the original Form C by file number.

Source: Form C-U progress-update text in the SEC Crowdfunding Offerings Data Sets, parsed by regcf_census.py; sums and medians are our arithmetic. 2026 offerings are left out because many are still open.

Read this as a floor. 36.1% of 2022-2025 offerings report reaching their target (our arithmetic), but most of the rest simply have no final Form C-U in the data, which does not mean they failed. The gap is concentrated: only 113 of 1,465 Wefunder offerings filed 2022-2025 (7.7%) have any Form C-U on the same file number, against 79.8% for StartEngine Capital and 79.1% for Republic's OpenDeal Portal. Yet 523 of those 1,465 Wefunder offerings (35.7%) come from issuers that filed a Form C-AR afterwards, a report owed only after selling securities (it can relate to an earlier raise). So the true success rate is higher than 36%, and nobody can compute it from the SEC data alone.

Who runs the offerings: the intermediaries

Source: intermediary name and CIK on each initial Form C (FORM_C_ISSUER_INFORMATION), grouped by intermediary CIK; medians and shares are our arithmetic.

• Wefunder is the largest by count and held about 27% of new Form Cs in both 2025 and 2026 (280 of 1,043 and 158 of 598, our arithmetic). Our Wefunder review reads its own record.
• StartEngine changed entities: its last Form C as StartEngine Capital LLC in the data is dated December 3, 2024, and its first as StartEngine Primary LLC August 12, 2024. StartEngine Primary is not on FINRA's funding-portal list, so under § 227.300(a) it acts as a registered broker (our reading). Together they come to 991 offerings (our sum). See our StartEngine review.
• Republic files as OpenDeal Portal LLC, which FINRA's list shows with "Other Name(s): Republic". Its Form C count fell from 159 in 2022 to 32 in 2025; our Republic real estate review covers its property deals.
• Honeycomb is second and growing as a share, from 103 of 1,619 Form Cs in 2022 to 148 of 598 in 2026; its offerings are small (median maximum $75,000) and its 2026 fee text includes a monthly loan servicing fee. MainVest, third-largest in 2022, filed no new Form C after April 18, 2024, although it was still on FINRA's funding-portal list on October 11, 2026.

What the Form C says the intermediary takes, in the most common wording on 2026 filings:

Source: COMPENSATIONAMOUNT field of each 2026 initial Form C (FORM_C_DISCLOSURE), as filed.

The issuer pays this out of what investors put in, so a 7.9% to 13% cut comes off the top of the money raised (our reading), and some Form Cs add a fee paid in the offering's own securities: the most common 2026 Republic wording ends “Issuer shall grant the Intermediary a securities.”

Real estate on Reg CF: a sliver

The data sets carry no industry code. EDGAR does not fill the gap either: in a random sample of 40 issuers that filed a Form C in 2025, 0 of 40 had an SIC code in EDGAR's submissions data. So we classified real estate by issuer name: words such as real estate, realty, property, homes, housing, apartments, REIT or rentals, minus two obvious misfits (a film studio and a property-software company).

Source: SEC Crowdfunding Offerings Data Sets; name classification and shares by regcf_census.py (our arithmetic). The full list with accession numbers is in the dataset's TSV output.

That is 42 offerings in almost five years, 0.7% of the 6,178 Form Cs (our arithmetic), from 34 issuer names, and 8 of them are one company, Azure Printed Homes, Inc., a builder. The 36 filed 2022-2025 include 13 that reported reaching their target, $8,795,280 in total (our sum), the largest being Value Add Growth REIT III LLC with $4,869,700. A name screen misses property companies with neutral names, so treat this as a lower bound. The legal reason the number is small is § 227.100(b)(3) above; the commercial one is that a $5 million cap buys little real estate (our reading). For the larger retail market in property, see our count of real estate Reg A+ offerings.

How risky: what the issuers' own forms say

Every Form C and Form C-AR carries the issuer's latest-year revenue, net income and cash. As filed:

Source: FORM_C_DISCLOSURE financial fields, as filed; shares and medians are our arithmetic. Statements below $124,000 are certified only by the company's own chief executive.

The typical Reg CF company is an early-stage business that loses money; after it raises, the loss widens as it spends the money. That is the model, not a scandal, but it means most of these securities pay nothing for years, cannot be sold for one year, and often have no market after that. The SEC itself warns in the data set notes that “we cannot guarantee the accuracy of the data sets”, because every value is as filed.

After the raise: who keeps filing annual reports

We matched issuers by CIK across all 19 quarterly files. The question: once an offering reported reaching its target (so the issuer sold securities and owes Form C-ARs), did the issuer file one, or a Form C-TR to stop?

Source: SEC Crowdfunding Offerings Data Sets, Form C-AR, C-AR/A and C-TR filings matched by issuer CIK, filed after the offering's Form C; our arithmetic. Only offerings whose final Form C-U reported reaching the target are included, which leaves out most Wefunder offerings.

The year-to-year view gives the same picture: of 759 issuers that filed a Form C-AR in 2025, 300 (39.5%) filed another by September 2026, 150 filed a Form C-TR and 337 filed neither (our arithmetic; some 2026 reports may still come, since a fiscal year ending June 30 has a report due by late October). Some silence is legitimate: an issuer with fewer than 300 holders may stop after one annual report, but the rule still asks for a Form C-TR. The cost of silence falls on the issuer too: a company that has not filed its required reports for the two prior years cannot use Reg CF again (§ 227.100(b)(5)). For an investor, a missing C-AR usually means no current financial statements, which is the information you need most.

What the SEC data sets do and do not contain

• What is in them: seven tab-delimited tables per quarter built from the XML of Forms C, C/A, C-U, C-AR, C-AR/A and C-TR, and the withdrawal forms (C-W, C-U-W, C/A-W, C-AR-W, C-AR/A-W, C-TR-W), from May 16, 2016. We used the 19 quarters 2022q1 to 2026q3. Filings made after 5:30 p.m. on a quarter's last business day roll into the next quarter.
• What is not: no industry or SIC code, no amount-sold field, and, in the SEC's words, the data sets “do not include data from attachments or other optional information” such as the offering memorandum and the financial statements themselves.
• What a count means: one Form C is one offering statement. It is not a successful raise, and a company may file several in one year (1,043 Form Cs came from 983 issuers in 2025).

What a reader can do with this

• Check your own limit first. If you are not accredited, your 12-month Reg CF total across every portal is capped by § 227.100(a)(2); the table above gives the formula. The platforms that accept non-accredited investors are mostly Reg A+, with different limits.
• Open the Form C on EDGAR, not just the campaign page. Look at the target and maximum, the security type, the compensation line and the financial statements' level (certified, reviewed or audited).
• Look for the issuer's past Form C-ARs and C-Us. A company that raised before and has no annual report since is a warning; so is a prior offering whose final C-U reported $0.
• Plan for no exit. One-year lock-up, then usually no market. Size the ticket as money you may not see again, and read our red-flag checklist before a real estate deal.

FAQ

Sources: U.S. SEC Crowdfunding Offerings Data Sets, quarterly files 2022q1 to 2026q3 (FORM_C_SUBMISSION, FORM_C_ISSUER_INFORMATION and FORM_C_DISCLOSURE) and their readme, downloaded October 11, 2026 and counted with our script regcf_census.py; EDGAR submissions data for a 40-issuer SIC sample; FINRA's list of funding portals, October 11, 2026; and the eCFR texts of 17 CFR 227.100, 227.201, 227.202, 227.203, 227.300, 227.501, 230.251, 230.257, 230.503 and 230.506, current as of October 1, 2026. Counts, medians, shares, sums and year-over-year changes are our arithmetic; amounts sold come only from Form C-U text as filed. This is analysis of public documents, not investment, legal or tax advice.