Form D

Form D is the brief notice a company files with the SEC when it sells securities in a private offering exempt from registration under Regulation D, such as Rule 506(b) or 506(c), or under Section 4(a)(5). It is a notice, not a registration statement, and the SEC does not review or approve it.

How it works

Form D is due within 15 calendar days after the first sale of securities in the offering. Amendments are required annually if the offering is ongoing, and when certain information changes materially. The form is short and includes:

• The issuer's name, industry, and executive officers and directors.
• The exemption claimed.
• The type of securities (equity, debt, options, pooled fund interests).
• The total offering amount, the amount sold so far, and the amount remaining.
• The number of investors, including any non-accredited investors.
• Sales commissions and finders' fees, and whether proceeds go to insiders.

Startups, private funds and many public companies all file Form Ds. Public companies doing a PIPE may file one alongside an 8-K under Item 3.02.

Why it matters for traders

Form D filings give a window into private capital raising. For private companies, they often reveal a funding round before it is announced, along with the amount raised. For public small caps, they confirm the size and timing of private placements. They also show when hedge funds and private equity vehicles are raising new money. Note the limits: Form D gives no price per share or valuation, and "total offering amount" may be listed as indefinite.

Example

A hypothetical private AI startup, Quillwork, files a Form D on April 18 showing a $120 million equity offering, of which $95 million has been sold to 14 investors, with the first sale on April 5. That falls within the 15-day deadline, and the filing becomes public before Quillwork announces the round.

FAQ

Is a Form D a registration statement?

No. It is a notice of an exempt offering, and the SEC does not review it.

Does Form D show the valuation of the company?

No. It shows amounts raised and sold, not the price per share or valuation.