How do you read a Form D filing?
A Form D is the notice a company files with the SEC when it sells securities privately under Regulation D. It must be filed within 15 days after the first sale (17 CFR 230.503). Read the issuer, the exemption claimed, the amount offered and sold and the number of investors, in that order.
What is a Form D?
A Form D is a short notice, not a prospectus. It tells the SEC that a company or fund has sold securities without registering them, relying on an exemption such as Rule 506(b), Rule 506(c) or Rule 504 (SEC Form D). Filings are public on SEC EDGAR, which makes Form D one of the few free, timely records of private fundraising in the United States.
Which items matter most?
The form has 16 items (SEC Form D). For research, 6 carry most of the signal:
| Item | What it shows | What to look for |
|---|---|---|
| 1 and 2, Issuer and place of business | Legal name, entity type, year of incorporation, address | Match the legal name to the brand; note the state |
| 3, Related persons | Executive officers, directors and promoters | Who runs the company; repeat founders |
| 4, Industry group | The issuer's chosen industry | Pooled investment funds file here too; separate funds from operating companies |
| 6, Exemptions claimed | Rule 504, 506(b), 506(c) and others | 506(c) allows general solicitation if all buyers are verified accredited investors |
| 7, Type of filing | New notice or amendment, and date of first sale | A new notice usually means a new raise; an amendment updates an earlier one |
| 13 and 14, Offering amounts and investors | Total offering amount, total amount sold, amount remaining, number of investors | The amount sold is the money raised so far; "Indefinite" means no fixed target |
How do you tell a new raise from an update?
Check item 7. A new notice marks a new offering; an amendment restates an earlier one. Issuers must amend at least once a year while an offering continues and when certain information changes (17 CFR 230.503). Amendments repeat the cumulative amount sold, so do not add an amendment's amount to the original notice.
What does a Form D not tell you?
A Form D does not give a valuation, the price per share in most cases, the names of investors or the name of the round. Related persons are the issuer's own officers and directors, not its investors. Revenue appears only as a range in item 5, and many issuers decline to disclose it. Treat the filing as proof that money was raised, then research the rest.
How do you find Form D filings?
Search the company name in SEC EDGAR's company search and filter the filing type to D. EDGAR full-text search also finds Form D filings by name or place. New filings appear daily, so a weekly check of a sector or state shows who is raising.
How does Tamarly Intelligence use Form D?
Tamarly Intelligence is Tamarly's research platform on companies, funds, countries and markets, built from official filings and open data. Its Venture workflow reads every new Form D from operating companies, leaves out funds, pooled vehicles and real estate, and opens on raises of $15 million or less, with first raises on file first. Each company has its full Form D history, rebuilt into rounds from the filings, and its US patents.
See every new Form D raise of $15 million or less, free for 7 days
Frequently asked questions
When must a Form D be filed?
Within 15 days after the first sale of securities in the offering (17 CFR 230.503). If the deadline falls on a weekend or holiday, it moves to the next business day.
Does a Form D show who invested?
No. It shows the number of investors and how many are not accredited, but not their names (SEC Form D). The people listed under related persons are the issuer's officers, directors and promoters.
What is the difference between Rule 506(b) and Rule 506(c)?
Under 506(b) the issuer may not advertise the offering and may accept up to 35 non-accredited investors who meet a sophistication test. Under 506(c) it may advertise, but every buyer must be an accredited investor whose status the issuer has verified.
About the author. Melvine Manchau is the founder of Tamarly and author of the Tamarly Newsletter. He previously worked at PwC, Salesforce, BlackRock/eFront and Lazard.
About Tamarly Research. Tamarly Research is part of Tamarly Media, which holds no investment positions. Tamarly is a New York research house that studies how AI is changing regulated institutions.