The Ledger / Regulation A, the public offering without the listing
Regulation A, the public offering without the listing
Every offering filed under Regulation A since its 2015 expansion. Reg A lets a US or Canadian company sell securities to the general public without a full SEC registration: up to $20m a year under Tier 1, which state regulators also review, and up to $75m under Tier 2 ($50m before 15 March 2021), which needs audited accounts and annual reports. Each offering is counted once, by the year its Form 1-A was first filed, with its terms as last amended before qualification. Size is the total the company asked to sell, its own securities and any sold by existing holders. Three kinds of issuer are kept apart: operating companies; real estate, REITs, funds and lenders; and Masterworks, which files each painting it sells in shares as its own offering. Sold is the share of the qualified securities sold by the latest annual (1-K) or exit (1-Z) report; about three offerings in ten file one that says. Planned costs are the fees listed in the 1-A against the size: what a full sale would cost. We drop placeholder sizes under $10,000 and sizes above the tier's cap.
SEC Regulation A data sets, 2015 Q2 to 2026 Q3 (https://www.sec.gov/data-research/sec-markets-data/regulation-data-sets; quarterly files such as https://www.sec.gov/files/structureddata/data/regulation-data-sets/2025q4_rega.zip). Forms 1-A, 1-A/A, 1-K and 1-Z. Our calculations. Data to 30 September 2026.
Reg A in one line
- Offerings
- 2,084
- Issuers
- 1,665
- Sought, added up
- $47.4bn
- Median offering
- $10.1m
- Tier 2
- 78.0%
- Asking for the tier's maximum
- 24.5%
- Operating companies
- 1,243
- Their median offering
- $10.0m
- Of them, no revenue
- 49.8%
- Of them, in profit
- 13.3%
- Their median loss
- $173k
- Their median employees
- 2
- Median share sold, operating companies
- 11.0%
- Operating companies selling 90% or more
- 15.6%
- Median planned costs
- 1.2%
- Paying a broker or underwriter
- 66.0%
- Their median commission
- 4.1%
- Median legal fees
- $35k
Offerings filed, by tier and year
Original Forms 1-A. 2026 runs to September.
| 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | Total | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Tier 2 | 29 | 65 | 81 | 85 | 138 | 182 | 258 | 278 | 209 | 109 | 107 | 85 | 1,626 |
| Tier 1 | 11 | 34 | 32 | 44 | 47 | 38 | 65 | 56 | 34 | 41 | 24 | 32 | 458 |
Median offering, by tier and year
In millions of dollars.
| 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Tier 2 | $30.0m | $25.0m | $30.0m | $25.0m | $20.0m | $12.0m | $10.0m | $5.0m | $5.0m | $21.8m | $35.0m | $50.0m |
| Tier 1 | $13.0m | $5.0m | $11.7m | $5.0m | $3.0m | $5.0m | $8.8m | $6.3m | $5.0m | $5.0m | $5.4m | $2.7m |
Year by year, every issuer
The middle half runs from the 25th to the 75th percentile. Securities: share of offerings that include each; one offering can include several.
| Filed | Offerings | Tier 2 | Median size | Middle half from | To | Sought, added up | Equity | Debt | Warrants | No revenue | In profit |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 40 | 72.5% | $20.0m | $6.8m | $50.0m | $966m | 87.5% | 12.5% | 7.5% | 64.9% | 15.0% |
| 2016 | 99 | 65.7% | $16.0m | $5.0m | $40.0m | $2,069m | 94.9% | 8.1% | 4.0% | 64.1% | 16.2% |
| 2017 | 113 | 71.7% | $20.0m | $9.9m | $50.0m | $2,809m | 92.9% | 8.0% | 1.8% | 59.6% | 23.9% |
| 2018 | 129 | 65.9% | $14.0m | $5.0m | $50.0m | $2,785m | 93.8% | 5.4% | 3.1% | 54.0% | 19.4% |
| 2019 | 185 | 74.6% | $10.0m | $3.6m | $50.0m | $4,044m | 92.4% | 7.0% | 2.2% | 60.9% | 14.6% |
| 2020 | 220 | 82.7% | $10.0m | $3.7m | $48.7m | $4,353m | 92.7% | 6.8% | 5.5% | 57.1% | 13.2% |
| 2021 | 323 | 79.9% | $10.0m | $3.3m | $30.0m | $6,876m | 97.2% | 3.1% | 5.3% | 57.8% | 9.3% |
| 2022 | 334 | 83.2% | $5.6m | $1.7m | $23.3m | $6,294m | 96.4% | 3.6% | 3.9% | 65.5% | 15.9% |
| 2023 | 243 | 86.0% | $5.0m | $1.4m | $30.0m | $5,003m | 94.2% | 4.9% | 2.5% | 74.5% | 8.6% |
| 2024 | 150 | 72.7% | $18.4m | $4.5m | $50.0m | $4,115m | 94.7% | 4.7% | 9.3% | 46.6% | 14.0% |
| 2025 | 131 | 81.7% | $20.0m | $5.0m | $73.2m | $4,413m | 93.1% | 7.6% | 9.2% | 54.2% | 17.6% |
| 2026 | 117 | 72.6% | $20.0m | $1.1m | $70.3m | $3,629m | 93.2% | 5.1% | 4.3% | 64.7% | 9.4% |
Year by year, operating companies
Real estate, funds, lenders and Masterworks left out. Accounts are medians from the offering circular's latest fiscal year. Share sold is the median of those that filed a report saying, counted in the last column.
| Filed | Offerings | Tier 2 | Median size | Sought, added up | No revenue | Net income | In profit | Total assets | Planned costs | Share sold | Reports |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 20 | 70.0% | $20.0m | $388m | 65.0% | $-85k | 5.0% | $86k | 0.2% | 5.8% | 5 |
| 2016 | 69 | 65.2% | $15.0m | $1,212m | 58.0% | $-22k | 10.1% | $123k | 3.5% | 2.9% | 22 |
| 2017 | 64 | 79.7% | $18.8m | $1,429m | 54.7% | $-45k | 17.2% | $292k | 1.8% | 5.6% | 22 |
| 2018 | 98 | 63.3% | $10.0m | $1,618m | 46.9% | $-70k | 17.3% | $358k | 0.7% | 8.0% | 30 |
| 2019 | 138 | 68.1% | $10.0m | $2,256m | 53.3% | $-36k | 16.7% | $195k | 1.0% | 29.7% | 39 |
| 2020 | 140 | 75.7% | $10.0m | $2,500m | 49.3% | $-353k | 10.7% | $525k | 1.3% | 26.1% | 46 |
| 2021 | 195 | 70.3% | $10.0m | $3,995m | 42.6% | $-417k | 10.8% | $637k | 0.8% | 29.3% | 49 |
| 2022 | 166 | 71.1% | $10.0m | $3,345m | 47.6% | $-186k | 19.9% | $855k | 1.0% | 3.8% | 54 |
| 2023 | 93 | 68.8% | $10.0m | $1,751m | 52.7% | $-219k | 14.0% | $669k | 1.4% | 6.5% | 17 |
| 2024 | 101 | 66.3% | $10.4m | $2,021m | 42.6% | $-559k | 10.9% | $1,358k | 2.2% | 13.9% | 14 |
| 2025 | 88 | 79.5% | $13.1m | $2,141m | 52.3% | $-324k | 9.1% | $677k | 1.7% | 31.9% | 9 |
| 2026 | 71 | 62.0% | $5.0m | $1,471m | 59.2% | $-9k | 7.0% | $117k | 1.9% | 0 |
Who uses it
By kind of issuer, all years.
| Issuer | Offerings | Tier 2 | Median size | Sought, added up | Includes debt | No revenue | In profit | Planned costs | Share sold | Reports |
|---|---|---|---|---|---|---|---|---|---|---|
| Operating companies | 1,243 | 70.2% | $10.0m | $24,127m | 2.1% | 49.8% | 13.3% | 1.2% | 11.0% | 307 |
| Real estate and funds | 537 | 83.8% | $50.0m | $21,558m | 16.4% | 64.5% | 23.1% | 0.7% | 18.6% | 140 |
| Art series (Masterworks) | 304 | 100.0% | $1.9m | $1,672m | 0.0% | 100.0% | 0.0% | 4.5% | 100.0% | 153 |
Operating companies, Tier 1 against Tier 2
Medians. Tier 1 needs no audit but a review in every state it sells in; Tier 2 needs audited accounts and annual reports and overrides state review.
| Tier | Offerings | Median size | Middle half from | To | Revenue | No revenue | Net income | In profit | Total assets | Employees | Warrants | Planned costs | Share sold |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Tier 1 | 371 | $5.0m | $2.0m | $12.0m | $3k | 47.0% | $-57k | 19.4% | $305k | 1 | 3.5% | 0.5% | 15.8% |
| Tier 2 | 872 | $15.0m | $5.5m | $48.7m | $0k | 50.9% | $-338k | 10.7% | $617k | 2 | 8.5% | 1.5% | 8.8% |
By industry
From the issuer's SIC code, industries with 15 offerings or more.
| Industry | Offerings | Tier 2 | Median size | Sought, added up | Revenue | No revenue | Net income | In profit | Includes debt | Share sold | Reports |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Art (Masterworks series) | 304 | 100.0% | $1.9m | $1,672m | $0k | 100.0% | $0k | 0.0% | 0.0% | 100.0% | 153 |
| Real estate | 210 | 87.1% | $50.0m | $8,013m | $0k | 77.4% | $0k | 11.0% | 19.5% | 6.0% | 52 |
| Other manufacturing | 203 | 75.4% | $10.0m | $3,595m | $12k | 42.8% | $-325k | 17.7% | 1.5% | 14.6% | 53 |
| Software and IT | 184 | 69.6% | $10.0m | $3,886m | $21k | 41.8% | $-279k | 13.6% | 4.9% | 7.8% | 39 |
| Other services | 176 | 58.0% | $7.3m | $2,972m | $0k | 55.4% | $-47k | 11.4% | 0.6% | 4.7% | 40 |
| REITs | 155 | 92.9% | $50.0m | $7,797m | $0k | 55.6% | $0k | 27.1% | 0.0% | 18.1% | 36 |
| Media, entertainment and telecoms | 140 | 72.1% | $12.8m | $3,054m | $0k | 55.7% | $-7k | 15.0% | 0.0% | 5.6% | 31 |
| Lending and other finance | 126 | 65.9% | $20.0m | $4,045m | $0k | 57.4% | $0k | 38.1% | 30.2% | 80.2% | 35 |
| Pharma and biotech | 104 | 81.7% | $12.4m | $2,364m | $0k | 61.5% | $-738k | 4.8% | 1.9% | 2.2% | 33 |
| Health care and devices | 67 | 85.1% | $14.7m | $1,095m | $0k | 52.2% | $-712k | 11.9% | 0.0% | 15.5% | 16 |
| Retail | 56 | 75.0% | $12.5m | $1,032m | $222k | 33.9% | $-584k | 7.1% | 1.8% | 29.3% | 13 |
| Oil, gas and mining | 55 | 58.2% | $11.2m | $1,074m | $0k | 65.5% | $-104k | 20.0% | 3.6% | 48.7% | 10 |
| Funds and investment vehicles | 46 | 87.0% | $35.0m | $1,703m | $0k | 51.1% | $-12k | 23.9% | 19.6% | 0.4% | 17 |
| Wholesale | 45 | 66.7% | $7.5m | $665m | $30k | 31.1% | $-393k | 15.6% | 4.4% | 8.9% | 13 |
| Food and drink | 42 | 64.3% | $10.7m | $850m | $0k | 50.0% | $-106k | 4.8% | 0.0% | 49.0% | 11 |
| Vehicles and aerospace | 38 | 84.2% | $16.6m | $800m | $35k | 47.4% | $-275k | 13.2% | 0.0% | 47.2% | 12 |
| Energy and utilities | 31 | 64.5% | $30.0m | $1,072m | $0k | 67.7% | $-35k | 12.9% | 3.2% | 13.9% | 12 |
| Restaurants and bars | 25 | 76.0% | $12.0m | $383m | $40k | 40.0% | $-788k | 12.0% | 0.0% | 15.8% | 7 |
| Transport | 25 | 60.0% | $10.0m | $339m | $0k | 60.0% | $-39k | 32.0% | 8.0% | 62.0% | 2 |
| Agriculture | 20 | 70.0% | $10.0m | $278m | $0k | 55.0% | $-209k | 5.0% | 0.0% | 1.5% | 8 |
| Construction | 16 | 43.8% | $8.8m | $291m | $426k | 37.5% | $-5k | 25.0% | 6.2% | 15.2% | 2 |
By size of offering
Costs as listed in the 1-A. Legal and audit fees are medians where listed; the commission is the broker's or underwriter's share where one is paid.
| Size | Offerings | Share | Operating companies | Tier 2 | No revenue | Planned costs | Paying a seller | Commission | Legal fees | Audit fees | Share sold, operating companies | Their reports |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Under $1m | 209 | 10.0% | 46.9% | 76.1% | 76.6% | 5.5% | 57.0% | 4.1% | $15k | $7k | 86.4% | 28 |
| $1m to $5m | 440 | 21.1% | 50.2% | 67.5% | 73.1% | 1.8% | 57.3% | 4.1% | $12k | $7k | 15.8% | 49 |
| $5m to $10m | 278 | 13.3% | 79.1% | 70.5% | 55.7% | 0.9% | 61.3% | 4.2% | $20k | $12k | 11.0% | 57 |
| $10m to $20m | 329 | 15.8% | 77.8% | 66.0% | 50.3% | 1.0% | 73.2% | 6.4% | $35k | $18k | 8.7% | 63 |
| $20m to $50m | 322 | 15.5% | 75.2% | 78.0% | 47.3% | 1.4% | 75.9% | 3.7% | $50k | $20k | 6.5% | 55 |
| $50m to $75m | 506 | 24.3% | 40.7% | 100.0% | 61.6% | 0.4% | 68.8% | 2.5% | $50k | $13k | 3.7% | 55 |
What it costs, by tier and issuer
Planned costs are every fee listed against the offering's size. Testing the waters: the issuer asked investors for interest before filing. Continuous: sold over time rather than on one date.
| Tier | Issuer | Offerings | Planned costs | Dearest quarter from | Paying a seller | Commission | Underwriter | Legal fees | Audit fees | Audited | Tested the waters | Continuous | Holders sell too |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Tier 1 | Operating companies | 371 | 0.5% | 1.7% | 19.3% | 4.8% | 7.6% | $15k | $15k | 2.4% | 4.9% | 84.1% | 20.5% |
| Tier 1 | Real estate and funds | 87 | 0.8% | 2.2% | 32.4% | 3.0% | 12.9% | $34k | $10k | 41.4% | 8.0% | 49.4% | 17.2% |
| Tier 2 | Art series (Masterworks) | 304 | 4.5% | 5.1% | 64.8% | 4.2% | 64.8% | $5k | $15k | 100.0% | 100.0% | 100.0% | 0.0% |
| Tier 2 | Operating companies | 872 | 1.5% | 6.4% | 76.3% | 4.1% | 42.0% | $50k | $15k | 100.0% | 25.5% | 86.0% | 15.1% |
| Tier 2 | Real estate and funds | 450 | 0.7% | 3.4% | 70.2% | 1.0% | 27.7% | $50k | $10k | 99.8% | 18.4% | 84.7% | 18.2% |
The brokers who sell them
Named as the sales commission provider in 15 offerings or more. Commission as listed in the 1-A, where above zero.
| Broker | Offerings | Commission | Median size | Operating companies | Share sold |
|---|---|---|---|---|---|
| Dalmore Group | 181 | 1.0% | $20.0m | 59.1% | 3.4% |
| Independent Brokerage Solutions | 142 | 4.4% | $2.4m | 0.0% | 100.0% |
| Arete Wealth Management | 126 | 4.2% | $2.0m | 0.0% | 100.0% |
| DealMaker Securities | 53 | 4.4% | $40.0m | 75.5% | 7.9% |
| StartEngine Primary | 24 | 3.6% | $17.6m | 95.8% | 38.8% |
| Digital Offering | 23 | 7.0% | $25.0m | 95.7% | 11.5% |
How much they actually sell
Offerings with a 1-K or 1-Z that reports securities sold against those qualified, by the latest such report. Final: exit reports (1-Z) only, filed when the offering ends.
| Tier | Issuer | Reported | Median size | Median sold | Share sold | Sold nothing | Under 10% | 90% or more | Final reports | Share sold, final |
|---|---|---|---|---|---|---|---|---|---|---|
| Tier 1 | Operating companies | 71 | $4.6m | $0.31m | 15.8% | 12.7% | 39.4% | 18.3% | 70 | 15.9% |
| Tier 1 | Real estate and funds | 25 | $11.8m | $4.62m | 89.8% | 12.0% | 16.0% | 48.0% | 25 | 89.8% |
| Tier 2 | Art series (Masterworks) | 153 | $2.2m | $2.17m | 100.0% | 0.0% | 0.0% | 100.0% | 0 | |
| Tier 2 | Operating companies | 236 | $15.0m | $0.95m | 8.8% | 19.1% | 51.7% | 14.8% | 93 | 2.1% |
| Tier 2 | Real estate and funds | 115 | $50.0m | $2.38m | 7.6% | 24.3% | 52.2% | 15.7% | 73 | 5.2% |
The spread of share sold
Every issuer, and operating companies only.
| Share sold | Offerings | Share | Operating companies | Their share |
|---|---|---|---|---|
| Nothing | 85 | 14.2% | 54 | 17.6% |
| Under 10% | 129 | 21.5% | 96 | 31.3% |
| 10% to 25% | 50 | 8.3% | 40 | 13.0% |
| 25% to 50% | 49 | 8.2% | 33 | 10.7% |
| 50% to 90% | 56 | 9.3% | 36 | 11.7% |
| 90% or more | 231 | 38.5% | 48 | 15.6% |
By state
The issuer's address, states with 15 offerings or more.
| State | Offerings | Operating companies | Tier 2 | Median size | Sought, added up | Median revenue |
|---|---|---|---|---|---|---|
| NY | 470 | 24.7% | 90.2% | $2.5m | $4,698m | $0k |
| CA | 399 | 78.7% | 81.7% | $17.5m | $10,361m | $35k |
| FL | 263 | 73.8% | 69.6% | $18.0m | $6,531m | $0k |
| NV | 102 | 84.3% | 67.6% | $10.0m | $2,233m | $0k |
| TX | 91 | 68.1% | 74.7% | $15.2m | $2,293m | $0k |
| GA | 58 | 44.8% | 70.7% | $13.5m | $1,788m | $0k |
| AZ | 54 | 85.2% | 59.3% | $10.0m | $1,043m | $1k |
| DC | 54 | 11.1% | 88.9% | $50.0m | $2,889m | $0k |
| UT | 50 | 80.0% | 92.0% | $5.7m | $1,130m | $0k |
| NJ | 45 | 77.8% | 66.7% | $10.0m | $1,088m | $0k |
| WA | 43 | 41.9% | 86.0% | $8.5m | $887m | $0k |
| CO | 40 | 75.0% | 67.5% | $14.0m | $1,060m | $0k |
| IL | 30 | 53.3% | 80.0% | $50.0m | $1,217m | $33k |
| NC | 29 | 69.0% | 72.4% | $13.7m | $508m | $153k |
| DE | 23 | 73.9% | 78.3% | $12.0m | $547m | $0k |
| PA | 22 | 77.3% | 50.0% | $10.0m | $428m | $6k |
| WY | 22 | 77.3% | 36.4% | $7.8m | $384m | $0k |
| CT | 20 | 70.0% | 95.0% | $50.0m | $956m | $49k |
| VA | 19 | 31.6% | 94.7% | $30.1m | $640m | $25k |
| MA | 15 | 66.7% | 73.3% | $15.0m | $313m | $0k |
| MD | 15 | 66.7% | 60.0% | $12.0m | $277m | $8k |
| MI | 15 | 40.0% | 66.7% | $40.0m | $464m | $0k |
| MN | 15 | 33.3% | 60.0% | $20.0m | $474m | $30k |