Norvian Review.By Norvian Capital Partners Norvian Capital Partners
Note

The advertised raise fills a third as often

Twice as many US private raises are now advertised as in 2015. Those that are advertised report selling in full 12% of the time. Those that are not, 37%.

Until 2013 a US company raising privately could not tell the public it was raising. The JOBS Act changed that. Since September 2013, a company that files under Rule 506(c) may advertise its offering as widely as it likes, on one condition: it must take reasonable steps to verify that every investor is accredited.2,3

For years almost nobody took the deal. In 2015, 7.6% of US operating companies' raises of $1m to $1bn were filed under 506(c). By 2025 it was 15.8%, and the share has risen every year since 2020.

Raises filed under Rule 506(c), the exemption that allows advertising
Share of US operating-company raises of $1m to $1bn, by the year the raise began
0%5%10%15%20157.6%201620172018201920202021202220232024202515.8%Up every year since 2020
SEC Form D filings; Norvian analysisNorvian Review

The trade has an obvious appeal. A founder without a network can reach anyone who reads LinkedIn. The filings show what it buys. Of the raises of $5m to $500m that began between 2022 and 2024, those filed under 506(c) report selling in full 12.1% of the time. The rest, 37.3%. Three in four advertised raises sold less than half.

Share of raises fully sold: advertised against not advertised
Raises of $5m to $500m that began in 2022 to 2024
All industries, not advertised37.3%All industries, advertised12.1%Technology, not advertised40.3%Technology, advertised12.7%
SEC Form D filings; Norvian analysisNorvian Review

Much of the advertised market is property: commercial, residential and other real estate account for about three in five of the advertised raises in those years. That does not explain the gap. Among technology companies alone, advertised raises filled 12.7% of the time and the others 40.3%.

There are two readings, and both are probably true. Companies advertise because they have no investor list, and a company with no list has a harder raise whatever it does. And advertising itself selects the wrong audience. The verification requirement asks an investor to send bank statements or an accountant's letter to a company they met through a post. A serious investor with other options rarely bothers.

An advert reaches the people who read adverts.

The investors who fill a raise are the ones who were asked, by name, with a reason that fits their own book. That work is slower to start and quicker to finish.

Method. US operating companies' Form D offerings (funds excluded). The share filed under 506(c) uses offerings of $1m to $1bn by year of first sale, 2015 to 2025; an offering is counted as advertised if it claims 506(c) among its exemptions. Fill rates use offerings of $5m to $500m that began in 2022 to 2024, with a stated amount; "fully sold" is at least 99.9% of the amount offered, as last reported. Technology is the SEC's "Other Technology" industry group.

“An advert reaches the people who read adverts.”

Sources

  1. Form D data sets, US Securities and Exchange Commission, 2014 to 2026
  2. Eliminating the Prohibition Against General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings (Release No. 33-9415), US Securities and Exchange Commission, 10 July 2013
  3. General Solicitation: Rule 506(c), US Securities and Exchange Commission

Cite as: “The advertised raise fills a third as often”, Norvian Review, 22 September 2026.