Size changes nearly everything about a private raise. A $1m to $2m raise has a median of five investors writing $117,000 each. A $250m to $1bn raise has twenty-three writing $7.6m each. The share of raises that pay a placement agent rises with size, from 5.8% at the bottom to 32.2% at the top. So does the share advertised to the public, from 10.9% to 36.4%.1
What does not improve with size is the chance of finishing. Raises of $1m to $50m sold in full between 32% and 36% of the time. Above $50m the rate falls to about 30%. More striking is the share that sell less than half. It sits between 35% and 42% for raises up to $50m, then climbs to 43.7% for $50m to $100m and 49.2% for $100m to $250m.
Part of this is how large raises are filed. A company that offers $200m in the hope of raising $80m has reported a raise that sold 40%, though it may count it a success. Part of it is real. The number of investors who can write a $4m cheque into a private company is small, and each of them sees many such raises. A large raise must find them, and then persuade them one by one.
A large raise is not a small raise with more zeros.
For a company raising $50m or more, three things follow from the record. Set the amount offered at the amount needed, with any upside held back for a later close, because a raise reported as half-sold is read as half-failed. Plan for an anchor investor before going wide, since the median large raise has more than a dozen investors and the first is the hardest. And budget for an agent or adviser realistically: a third of the largest raises pay one, and it is not because their founders lacked contacts.
Method. US operating companies' Form D offerings of $1m to $1bn (pooled investment funds excluded), read from the SEC's quarterly data sets. Fill rates use offerings begun from 2022 to 2024 with a stated amount, so each has had time to finish. "Sold in full" means at least 99.9% of the amount offered, "less than half" under 50%, as last reported. Counts of raises, investors and cheques use offerings begun in 2024 and 2025. The cheque is the amount sold divided by the number of investors. Every table behind this note is in the Ledger, where it can be sorted and copied.
“A large raise is not a small raise with more zeros.”
Sources
- Form D data sets, US Securities and Exchange Commission, 2014 to 2026
- Form D, General Instructions, US Securities and Exchange Commission
Cite as: “Above $100m, half of private raises sell less than half”, Norvian Review, 14 October 2026.