Wefunder Review (2026): The FINRA Fine and 2,912 Form C Filings
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Quick Answer
Wefunder is a real, registered intermediary, and it has one disciplinary record that the review sites mention without the document. Wefunder Portal LLC (FINRA funding portal CRD 283503, SEC file 7-33, wholly owned by Wefunder, Inc.) signed a FINRA Letter of Acceptance, Waiver and Consent that FINRA accepted on May 4, 2022: a censure, a $1,400,000 fine and an independent consultant. Without admitting or denying them, it accepted findings that in 39 offerings from May 2016 to October 2021 it raised “approximately $20 million more than” the Reg CF limits allowed by moving the excess into Reg D offerings, sent over a million soliciting emails and could not account for about $290,000 in two dormant escrow accounts. In the SEC's own Crowdfunding Offerings Data Sets (42 quarterly files, May 2016 to September 30, 2026), 2,912 original Form C filings name Wefunder Portal LLC, 26.2% of all 11,123, more than any other intermediary (our count). The SEC record cannot tell you what most of them raised: only 204 of those offerings filed a Form C-U with a final amount, $129,742,647.53 in total (our sum). The portal's latest SEC registration amendment (July 14, 2025) answers “No” to every question about SEC findings. This is analysis of public documents, not investment, legal or tax advice.
Key Takeaways
- The FINRA matter is real and has a number: AWC No. 2021071940801, signed April 25, 2022 and accepted May 4, 2022. Sanctions: censure, $1,400,000 fine, and an independent consultant to be retained within 60 days. The portal's own Form Funding Portal reports $1,500,000 paid and a resolution date of April 14, 2022; the filing does not explain the difference.
- Of the findings, the one an investor should know: in 39 offerings, after the Reg CF maximum was exceeded, Wefunder moved accredited investors' money from the Reg CF escrow into a Reg D account owned by its parent. FINRA wrote that “Investors generally were not aware until after they had committed to invest in the Reg CF offering that there was a Reg D option for their investment.”
- No SEC action appears in the record we read. The July 14, 2025 Form Funding Portal answers N to every SEC or CFTC question (Item 5-C) and Y to one question, an SRO finding of a rule violation (Item 5-E(2)), with a disclosure page for this FINRA case.
- 2,912 Wefunder Form C filings from May 2016 to September 30, 2026 (26.2% of all Form Cs), from 2,497 distinct issuers. Peak year 2022 with 449; 2025 had 280 and January-September 2026 had 158 (our counts).
- The median Wefunder Form C targets $50,000. The maximums add up to $2,990,036,522, but a maximum is a ceiling, not money raised. Only 204 offerings report a final number on Form C-U; 200 of those reached their target.
- What it costs: the company says issuers pay 7.9% of a successful Reg CF raise plus an annual admin fee, and investors pay 2% by bank (minimum $8, maximum $150) or 5.5% + $2 by card (October 11, 2026). Across all 2,912 Form Cs the stated fee was most often 7.5%, median 7.0% (our arithmetic).
- The adviser arm, Wefunder Advisors LLC (CRD 167803), is an exempt reporting adviser, not a registered one. Its Form ADV of March 31, 2026 lists 121 private funds (SPVs) and $132,010,451 of private fund assets; the largest, an xAI vehicle, reports $18,844,048 and 169 owners.
CSV · 218 rows
Wefunder in public records: the FINRA AWC, the portal's SEC registration, the adviser's Form ADV and every Wefunder Form C, 2016-2026
218 rows: the FINRA AWC's findings and sanctions, the disclosure answers and DRP in Wefunder Portal LLC's Form Funding Portal, the Form ADV of Wefunder Advisors (121 private funds), Wefunder Form C filings by year with targets, maximums, fees and withdrawals, the C-U outcomes, Wefunder, Inc.'s own raises and finances, and the fees on wefunder.com dated October 11, 2026.
Three Wefunder companies, and which one you deal with
“Wefunder” is a website run by three related companies, and the regulator depends on the offering. The site's own disclosure, read on October 11, 2026, says that Wefunder Inc. owns wefunder.com and is the parent of Wefunder Advisors LLC and Wefunder Portal LLC, and that “Wefunder Inc. is not regulated in any capacity, is not registered as either a broker-dealer or funding portal, and is not a member of FINRA or any other self-regulatory organization.” Wefunder Inc. operates the parts of the site with Regulation D and Regulation A+ offerings.
| Company | What it does | Regulatory status in the record | Source |
|---|---|---|---|
| Wefunder Portal LLC | Runs the Regulation Crowdfunding (Reg CF) offerings, where non-accredited investors can invest | SEC-registered funding portal (file 7-33, CIK 0001670254), FINRA member, CRD 283503; registered since May 2016 | Form Funding Portal; FINRA list of funding portals, October 11, 2026 |
| Wefunder Advisors LLC | Manages the special purpose vehicles (SPVs) used in certain Reg D offerings | Exempt reporting adviser, SEC file 802-78113, CRD 167803, ERA - Active since May 20, 2013; not an SEC-registered adviser | IAPD record and Form ADV, March 31, 2026 |
| Wefunder Inc. | Owns the website and the other two; hosts Reg D and Reg A+ offerings | Not registered with FINRA or as a broker-dealer (company statement); a past Reg CF issuer itself | wefunder.com disclosure, October 11, 2026; EDGAR |
The portal's registration, on file with the SEC since March 24, 2016, has been amended 14 times. Three changes matter to an investor. The amendment of December 6, 2022 added the FINRA AWC. The amendment filed in November 2024 says “Wefunder Portal LLC has converted from a Delaware limited liability company to a Texas Limited Liability Company”, and the July 14, 2025 version gives a Texas formation date of 11-01-2024, a mailing address in Gun Barrel City, Texas, and a main office still at 1885 Mission Street, San Francisco. The same filing lists Nicholas Tommarello as interim CEO and board manager since December 2024, and Thread Bank and Lead Bank as the escrow agents that hold investor money before an offering closes.
We found no SEC filer called “Wefunder Venture Fund”. The EDGAR company search for “wefunder” returns four filers: the portal, Wefunder, Inc. and two Orange Fund vehicles from 2014 and 2016.
The FINRA AWC: what Wefunder accepted in 2022
The Letter of Acceptance, Waiver and Consent is the only document in FINRA's disciplinary database for the search “wefunder” (October 11, 2026). FINRA describes the firm in it as follows: “Based on capital raised, Wefunder is currently the largest participant in the crowdfunding space.” Wefunder accepted the findings without admitting or denying them, which is how most FINRA settlements are made.
| Finding in the AWC | What FINRA wrote (summary, figures as stated) | Rules cited |
|---|---|---|
| Raising above the Reg CF cap | 39 offerings, May 2016 to October 2021; about $20 million above the Reg CF maximum moved into later Reg D offerings, through a Reg D account owned by the parent. First example: about $193,000 above the cap in May 2016 | Exchange Act 15(a)(1); Reg CF Rules 402(a), 301(a), 303(e); Funding Portal Rule 200(a) |
| Investor money not sent back promptly | Funds from canceled or oversubscribed offerings sent to an escrow account held by the parent instead of back to investors; two dormant Reg CF escrow accounts holding about $290,000, last used around March 2018, whose sources and destinations Wefunder could not fully identify | Reg CF Rule 303(e); Funding Portal Rule 200(a) |
| Recommending investments | 180 unique emails in 2021 to tens of thousands of investors with the word “recommendation” in the subject; over a million soliciting emails in five years | Exchange Act 15(a)(1); Reg CF Rule 402(a) |
| Misleading website content | Statements about lead investors, such as “has vetted the startup” and “fights for you”, from May 2016 to December 2021, that Wefunder did not verify | Funding Portal Rules 200(c)(2)(A), 200(a) |
| Supervision | Investment tracking relied almost entirely on one person; a former executive who left in 2018 still had access to a dormant account in 2021 (no funds were withdrawn); some investor complaints went unreported to FINRA | Funding Portal Rules 300(a), 200(a) |
| Sanctions | Censure; $1,400,000 fine; independent consultant retained within 60 days, initial report within 130 days, recommendations adopted within 60 days of that report | AWC Part I.B |
For an investor, the first finding is the one to understand. Reg CF caps how much a company can raise in 12 months ($1.07 million until March 2021, then $5 million, per the AWC). When popular offerings went over the cap, Wefunder identified accredited investors who had already committed, told them their money was now part of a Reg D offering, and moved it. FINRA's sentence on what investors knew is plain: “Investors generally were not aware until after they had committed to invest in the Reg CF offering that there was a Reg D option for their investment.” The AWC adds that Wefunder was not directly paid for the Reg D sales but saw them as a way to attract issuers.
In its corrective action statement, attached to the AWC and not a FINRA finding, Wefunder says it and its parent have taken “numerous remedial measures since early 2021”, including more compliance staff, rewritten supervisory procedures and new disclosures that it does not give investment advice. The AWC does not say what happened to the roughly $290,000 in the dormant accounts; it tells the consultant to examine them and recommend their disposition.
Two numbers that do not match: $1,400,000 or $1,500,000
The AWC says “a $1,400,000 fine” and is dated as accepted by FINRA on May 4, 2022. Wefunder Portal's own disclosure page for the same case (docket 2021071940801) in its Form Funding Portal of July 14, 2025 reports an amount paid of $1,500,000.00, a resolution date of April 14, 2022, and the note “The action is fully resolved as of December 2022.” The DRP describes the case as alleged violations “related to concurrent securities offerings, reconciliation of investor funds, marketing materials, and supervisory systems.”
Neither document explains the $100,000 gap (our arithmetic) or the earlier date. The AWC is FINRA's document and is the one we use for the fine. A reader who wants the answer can ask Wefunder's compliance contact, which the filing lists as compliance@wefunder.com.
Every Wefunder Form C, 2016 to September 2026
Each Reg CF offering is filed with the SEC on Form C, and the SEC publishes all of them as quarterly data sets. We read all 42 quarterly files, from 2016 Q2 to 2026 Q3, and kept the original Form C filings (not amendments) that name Wefunder Portal LLC (CIK 0001670254) as intermediary. Our separate page on the Reg CF census covers the whole market; this is the Wefunder slice.
| Year filed | Wefunder Form Cs | Share of all Form Cs | Median target | Sum of maximums | Median stated fee | Later withdrawn (C-W) |
|---|---|---|---|---|---|---|
| 2016 (from May) | 70 | 36.5% | $50,000 | $38,012,999 | 3.0% | 3 |
| 2017 | 109 | 20.8% | $100,000 | $82,659,580 | 4.0% | 5 |
| 2018 | 167 | 21.9% | $100,000 | $117,884,522 | 5.0% | 3 |
| 2019 | 156 | 21.8% | $50,001 | $95,463,655 | 7.5% | 8 |
| 2020 | 360 | 30.9% | $50,000 | $241,165,631 | 7.5% | 6 |
| 2021 | 427 | 26.9% | $50,000 | $519,947,922 | 6.75% | 7 |
| 2022 | 449 | 27.7% | $50,000 | $560,091,201 | 6.5% | 5 |
| 2023 | 399 | 27.0% | $50,000 | $456,272,356 | 7.5% | 12 |
| 2024 | 337 | 23.4% | $50,000 | $394,599,637 | 7.5% | 9 |
| 2025 | 280 | 26.8% | $50,000 | $319,352,769 | 7.5% | 5 |
| 2026 (January-September) | 158 | 26.4% | $50,000 | $164,586,250 | 7.9% | 1 |
| Total | 2,912 | 26.2% | $50,000 | $2,990,036,522 | 7.0% | 64 |
Three things stand out (all our counts from the data sets). Volume more than doubled in 2020 and peaked in 2022 at 449 offerings; 2025 was 37.6% below that peak. Wefunder's share of all Form Cs has stayed between 21% and 31% every full year since 2018, and it is first among intermediaries over the whole period, ahead of StartEngine Capital, LLC (1,644 Form Cs, 14.8%) and Honeycomb Portal LLC (1,193, 10.7%). And the typical offering is small: the median target is $50,000, while the median maximum ranges from $500,000 to $1,070,000. Companies ask for little and allow for a lot; 141 Wefunder Form Cs set a maximum of $4,900,000 or more, close to the $5 million cap.
The securities are mostly not shares. Of the 2,912 Form Cs, 1,572 offer SAFEs (simple agreements for future equity), 390 preferred stock, 338 convertible notes, 163 common stock, 150 debt and 97 revenue or profit-share instruments (our grouping of the form's security fields). A SAFE pays nothing and converts into shares only if a later event happens, so most Wefunder investors hold a contract, not stock.
How many offerings succeeded, and what the record cannot show
Here the SEC record runs out. Form C states the target and the maximum, not the result. The amount sold appears only in a progress update, Form C-U, and most Wefunder issuers did not file one with a final amount.
| Outcome measure (Wefunder Form Cs, May 2016 to September 30, 2026) | Count | What it means |
|---|---|---|
| Offerings with at least one Form C-U | 299 of 2,912 (10.3%) | Progress updates linked by SEC file number |
| Offerings whose C-U says “The final number is $X” | 204 | Sum $129,742,647.53; median $255,281.50 (our arithmetic) |
| Of those 204, final number at or above the target | 200 | 98.0% of the ones that reported (our arithmetic); a self-selected group |
| Form Cs filed 2016-2024 whose issuer later filed an annual report (C-AR) | 1,029 of 2,474 (41.6%) | A proxy: Reg CF requires an annual report after a sale, but some issuers do not file, and repeat issuers blur it |
| Offerings withdrawn (Form C-W) | 64 | Formally withdrawn; a failed offering does not have to file one |
| Wefunder issuers that later filed a termination of reporting (C-TR) | 126 | Not an exit: an issuer can stop reporting after one or three annual reports, among other grounds |
So a figure like “total raised on Wefunder” cannot be rebuilt from SEC filings, and we do not publish one. The 204 reported finals add up to $129,742,647.53, which covers 7.0% of the offerings (our arithmetic). The three largest finals are $5,000,000.00 for ClearingBid, Inc. (C-U filed August 18, 2023), $5,000,000.00 for LiftWave, Inc. (March 2, 2026) and $4,999,928.00 for Levels Health Inc (March 25, 2022).
Exits are the same problem. No field in the Form C data sets records an acquisition, an IPO, a bankruptcy or a write-off, and a C-TR does not say why reporting ended. We do not count “success stories” from marketing pages. If you are weighing Wefunder, the realistic assumption is the one the SEC's Reg CF rules build in: these are small, early companies and many fail. Our page on real estate crowdfunding risks explains the same illiquidity in property deals.
What you pay, and what the company pays
The fees investors see are small; the fees issuers pay come out of the money raised. On its help center (October 11, 2026), Wefunder says it charges issuers 7.9% of a successful Reg CF raise, withheld at closing, plus an annual admin fee of the “lesser of $1,000, or 0.5% of the amount raised”. It says it charges investors a transaction fee of 2% for bank ACH or wire payments, with “The minimum fee is $8, and the maximum fee is $150”, and 5.5% plus $2 by card, Apple Pay or Google Pay with no maximum.
| Fee | What the document says | Source and date |
|---|---|---|
| Issuer fee, Reg CF | 7.9% of the total raise if successful | Wefunder help center, October 11, 2026 |
| Issuer fee stated in the Form Cs | Most often 7.5% (1,088 filings); then 6.5% (471), 5.0% (383), 7.9% (324); median 7.0% | SEC data sets, 2016-2026 (our count) |
| Intermediary equity in the issuer | 219 Form Cs, mostly 2017-2018, give the portal securities equal to 2.0% of those sold | SEC data sets (our count) |
| Investor fee, bank | 2%, minimum $8, maximum $150 per transaction | Wefunder help center, October 11, 2026 |
| Investor fee, card | 5.5% + $2, minimum $8, no cap | Wefunder help center, October 11, 2026 |
| Reg CF SPV | No management fee or transaction-based revenue to Wefunder; costs covered by the issuer's admin fee | Wefunder help center, October 11, 2026 |
| Other fees allowed by the SEC filing | Equity in an issuer in exchange for a lower cash fee; documentation, admin and Form C filing fees to issuers | Form Funding Portal, July 14, 2025 |
On a $1,000 investment by bank transfer, the 2% fee is $20 (our arithmetic). The portal's registration describes its pay more broadly than the help page does: it may charge investors part of the transaction fee, decide the split per offering, and “take an equity position in an issuer in return for reducing the issuers cash transaction fee.”
Some reviews say Wefunder takes a carry, a share of profits on exit. We did not find a carry in the documents we read for Reg CF investments. The help page on lead investors says a lead “may be appointed as portfolio manager to an SPV formed by Wefunder in a future Reg D round, for which they could receive carried interest.” Read the offering's own documents before you invest; the carry, if any, is set there.
Wefunder Advisors and the SPVs
When you invest through an SPV, you own a piece of a vehicle that owns the startup's securities. For the Reg D vehicles, the manager is Wefunder Advisors LLC, an exempt reporting adviser since May 20, 2013. Its Form ADV filed March 31, 2026 reports $132,010,451 of private fund assets and lists 121 private funds with a reported value in Schedule D, 107 of them series of Wefunds LLC (our count). The funds report 8,060 beneficial owners added together (a person in two funds counts twice), a median gross asset value of $304,618, and minimum commitments as low as $100.
The largest is XAI I, a series of Wefunds LLC, with $18,844,048 and 169 owners, followed by Wefunds Orange Fund, LLC with $11,383,500 and 98 owners. As an exempt reporting adviser, Wefunder Advisors files only parts of Form ADV Part 1A, so there is no plain-English brochure, no fee schedule and no performance in the public record. The adviser database shows a disclosure flag of N for the firm.
Wefunder, Inc.'s own numbers, until it stopped reporting
Wefunder, Inc. raised money from its own users under Reg CF, but not on its own portal: both Form Cs name Honeycomb Portal LLC as intermediary. The 2021 offering priced the preferred stock on a $160,000,000 pre-money valuation and reports a final number of $4,999,613.00; the 2022 offering used a $290,000,000 pre-money valuation, a 5% fee to Honeycomb, and reports $1,472,583.00 against a $4,999,997.23 maximum.
| Wefunder, Inc. (Reg CF filings) | FY2020 | FY2021 | FY2022 |
|---|---|---|---|
| Revenue | $4,243,105 | $9,864,058 | $10,121,151 |
| Net income | -$1,122,515 | -$3,334,409 | -$5,209,316 |
| Cash and equivalents at year end | $1,567,778 | $7,547,982 | $4,241,014 |
| Employees (at filing) | 26 | 59 | 45 |
The March 2021 Form C reported FY2020 cash of $1,643,140; the later filings report $1,567,778 for the same year and do not explain the change. Revenue more than doubled from 2020 to 2022 while the net loss grew more than fourfold (our arithmetic). Then, on April 2, 2024, the company filed Form C-TR, which ends its Reg CF annual reports, so FY2023 to FY2025 results are not public. Its later Form D filings report private sales under Rule 506(b), most recently $1,996,983 sold in an offering with a first sale on October 25, 2024 (Form D/A, November 3, 2025). Investors in Wefunder, Inc. itself have had no public financial statement since the C-AR for 2022.
Real estate on Wefunder: a small corner
Wefunder is a startup platform first. A search of issuer names in the 2,912 Form Cs for real-estate words finds 29, and most are restaurants, hotel software, a musical or a film. Among the few that are property businesses by name, the Form Cs show small targets and a mix of instruments.
| Issuer (Form C filed) | Target | Maximum | Security |
|---|---|---|---|
| Bellwether Housing (June 7, 2019) | $200,000 | $500,000 | Debt |
| New Way Homes, Inc. (July 2, 2020) | $100,000 | $1,070,000 | Debt |
| XReal Estate Incorporated (November 10, 2022) | $50,000 | $124,000 | SAFE |
| Black Fives Properties, Inc. (May 30, 2025) | $50,000 | $1,000,000 | SAFE |
| Groma NAV REIT, Inc. (December 5, 2025) | $50,000 | $5,000,000 | Common stock |
Groma NAV REIT is the most substantial: its December 5, 2025 Form C names Wefunder Portal LLC with a 6.9% fee, and its later amendments in 2026 lowered the maximum to as little as $1,250,000. Our Republic real estate review covers the same sponsor's Reg D record on Republic. If you want property exposure as a non-accredited investor, our question-by-question guide, is real estate crowdfunding safe, compares the structures that report more than a Form C.
What a reader can do with this
- Read the issuer's Form C on EDGAR before you invest. Search the company name; the Form C gives the target, the maximum, the intermediary fee and the last two years of financials. Check that the security is what you think it is: on Wefunder it is most often a SAFE.
- Look for a Form C-U and a C-AR on earlier raises. If a repeat issuer never filed a final C-U or an annual report, ask why. Only 204 of 2,912 Wefunder offerings filed a final number.
- Know which company you are dealing with. Reg CF offerings run through Wefunder Portal LLC (FINRA-regulated); Reg D SPVs through Wefunder Advisors (exempt reporting adviser); some Reg D and Reg A+ pages through Wefunder Inc., which says it is not regulated.
- Pay by bank, not card. By the company's own schedule, the 2% bank fee is capped at $150; the card fee of 5.5% plus $2 has no cap.
- Size it as money you can lock up. Reg CF securities generally cannot be resold during their first year under the SEC's crowdfunding rules; plan to hold them for years. For the broader trade-offs, compare our review of EquityMultiple, a property platform that itself raised on Wefunder.
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FAQ
Frequently Asked Questions
Sources: FINRA Letter of Acceptance, Waiver and Consent No. 2021071940801 (Wefunder Portal, LLC, accepted May 4, 2022) and FINRA Disciplinary Actions Online search for “wefunder”, read October 11, 2026; FINRA's list of funding portals; Wefunder Portal LLC's Form Funding Portal filings on EDGAR (CIK 0001670254), including 0001670254-16-000001, 0001670254-22-001242, 0001670254-24-001091 and 0001670254-25-000705; the SEC IAPD record and Form ADV (March 31, 2026) of Wefunder Advisors, LLC, CRD 167803; the SEC Crowdfunding Offerings Data Sets, 42 quarterly files from 2016 Q2 to 2026 Q3; Wefunder, Inc.'s Form C, C-U, C-AR, C-TR and Form D filings (CIK 0001641389); and the Wefunder help center pages on fees, SPVs and lead investors, read October 11, 2026. Statements attributed to the website are the company's claims, not verified by us. Counts, sums, medians and percentages are our arithmetic from the data sets with the scripts saved alongside the CSV. We have no relationship with Wefunder and earn nothing if you invest. This is analysis of public documents, not investment, legal or tax advice.
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