Item 12 of a Form D asks a company to name anyone it pays to sell its securities: a broker-dealer, a placement agent, a finder.2 Roughly one US private raise in ten names somebody. That share has barely moved in a decade: 13.6% of raises in 2015, 11.7% in 2025.
The question that matters to a founder about to sign an engagement letter is whether the raise is more likely to fill. On the record, it barely is. In 2021, raises with a paid agent sold in full 44.4% of the time and raises without one 41.4%. By 2024 the figures were 31.0% and 30.7%.
The fair defence of agents is selection. They are often hired for the harder raises, the ones a founder could not sell alone, so equal outcomes might hide real work. We think there is something in that. There is also something in the plainer reading. Most agents sell access to a list, and a list was worth more in 2021, when everybody on it was writing cheques, than it is now.
The scarce thing in a raise is a reason to say yes.
An investor who has been introduced still has to be persuaded. When a raise fails, it is usually the reason that failed. Before paying for access, a founder should ask the agent which investors bought the last three raises it ran, and why each of them did. An agent who can answer that is selling something the filings cannot see.
Method. US operating companies' Form D offerings (funds excluded). A raise is counted as using an agent if the filing names at least one recipient of sales compensation. The agent share uses offerings of $1m to $1bn by year of first sale. Fill rates use offerings of $5m to $500m with a stated amount, by year of first sale. "Fully sold" means at least 99.9% of the amount offered, as last reported.
“The scarce thing in a raise is a reason to say yes.”
Sources
- Form D data sets, US Securities and Exchange Commission, 2014 to 2026
- Form D, General Instructions and Item 12: Sales Compensation, US Securities and Exchange Commission
Cite as: “The placement agent premium is zero”, Norvian Review, 15 September 2026.