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Glossary · Registers & filings

SEC Form D, explained.

A Form D lists the issuer, its related persons (executive officers, directors and promoters), the exemption claimed, the total offering amount, the amount sold, the number of investors and the industry group.

The short answer

SEC Form D is a short notice that a company files with the US Securities and Exchange Commission when it sells securities in a private offering exempt from registration under Regulation D. It is generally due within 15 days of the first sale and is public on EDGAR.

At a glance

Term
SEC Form D
Also known as
Form D filing · Form D/A
Category
Registers & filings
Where it matters
Company and founder due diligence

SEC Form D in practice

A Form D lists the issuer, its related persons (executive officers, directors and promoters), the exemption claimed, the total offering amount, the amount sold, the number of investors and the industry group. Amendments are filed as Form D/A.

Because it is filed early in a raise and is public, Form D is the most widely used primary source for tracking US private fundraising.

Why SEC Form D matters

  • A dated, primary-source record that a company raised money.
  • Related persons show who runs the company.
  • A long public history of filings supports research and forecasting.

SEC Form D in MarketPrior

New Form D filings, amendments and amounts sold are sales triggers in the lead feed. In reports, investors are inferred from Form D director and promoter seats. The outcome forecast is trained on the complete public SEC Form D data sets, 2008–2026, and its accuracy is published only as out-of-time backtest results.

A company can raise without filing a Form D, and the figures are reported by the issuer, not audited.

FAQ

Frequently asked questions

When is a Form D due?
Generally within 15 calendar days after the first sale of securities in the offering.
Does Form D name the investors?
No. It names related persons and gives the number of investors, not who they are.

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