Norvian Review.By Norvian Capital Partners Norvian Capital Partners
Note

Regulation A companies sell a median 11% of what they register

Regulation A lets a US company sell shares to the public without listing them. Operating companies that reported a final figure sold a median 11% of the amount they registered. Only one in six sold 90% or more.

By Norvian Review3 November 2026Data: offerings filed June 2015 to September 20262 min readequity · regulation-a · us · process

Regulation A is the middle road between a private raise and a listing. A company files an offering statement with the SEC, has it qualified, and may then sell to anyone: up to $20m a year under Tier 1 and up to $75m under Tier 2.2 Since its expansion in 2015, 1,665 issuers have filed 2,084 offerings asking for $47.4bn in total.1

What they actually sell is another matter. Only about three in ten offerings report the amount sold. Among operating companies that did, the median sold 11% of what it registered. Almost half, 48.9%, sold less than a tenth. Only 15.6% sold 90% or more.

How much of a Regulation A offering operating companies actually sold
Operating companies that reported a final amount sold, share of offerings
Nothing17.6%Under 10%31.3%10% to 25%13%25% to 50%10.7%50% to 90%11.7%90% or more15.6%
SEC Regulation A data sets; Norvian analysisNorvian Review

The larger the ask, the smaller the share sold. Offerings registered at $1m to $5m sold a median 15.8%. Offerings of $50m to $75m sold 3.7%. Companies often register the maximum the rules allow, because registering more costs little, and then sell what they can.

The issuers are small and early. Half of Reg A operating companies report no revenue and only 13% are profitable. The offerings are almost all sold on a best-efforts basis, so nobody promises to buy what the public does not.

Permission to sell to the public is not the same as a public that buys.

For a founder, Reg A is a real option for a company with a community of customers who want to own it. It is a poor substitute for a lead investor. The offering statement and audit cost money before any is raised, and the record says most of the amount registered will not be sold. The full tables are in the Ledger.

Method. Original Form 1-A offerings filed June 2015 to September 2026. Operating companies exclude real estate vehicles, funds and offerings that sell interests in single assets such as artworks. The share sold uses the offerings that reported a figure in a post-qualification or exit report; most do not report one, so the figures describe those that did.

“Permission to sell to the public is not the same as a public that buys.”

Sources

  1. Regulation A data sets (Form 1-A), US Securities and Exchange Commission, 2015 to 2026
  2. Regulation A, US Securities and Exchange Commission

Cite as: “Regulation A companies sell a median 11% of what they register”, Norvian Review, 3 November 2026.

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