Every Form D carries two numbers that founders rarely show investors: what the company set out to raise, and how much of it has been sold.1 We read 38,152 of them, filed by US operating companies for raises of $5m to $500m that began between 2019 and 2024.
The 2021 cohort sold a median 93% of its target. The 2024 cohort sold 70%. In 2023 the lines crossed, and more raises sold under half than sold in full.
It would be convenient to blame 2021, a year that flatters any comparison. The 2024 cohort is worse than 2019 as well: 30.7% sold in full against 34.4%, and 41.4% sold under half against 36.4%.
There is a fair objection to the data. Most companies file once and never amend, so the amount they report as sold is a snapshot taken near the start of the raise.2 If that were the whole story, the decline would show only among companies that filed once. It shows in both groups. Single filers went from 42.7% fully sold in 2021 to 31.6% in 2024. Companies that amended went from 36.0% to 25.6%.
There are two readings. The generous one is that money got dearer, the targets on the forms were set for the old market, and nobody updated them. The less generous one is that a great many raises are still being run to an investor list built for 2021.
We lean to the second, for a reason in the same filings. The median raise had ten investors in 2021 and six in 2024. Fewer cheques were written, and each was larger. A raise built to need eleven investors, in a market writing six, does not fill.
Size the list to the market you are in.
If six cheques is the norm, a $20m raise needs six investors who can each write $3m or more, and who will say yes. In our experience that takes something like sixty serious conversations. Most raises that stall had six.
Method. US operating companies' Form D offerings (funds excluded) with a stated amount between $5m and $500m, by year of first sale. "Sold" is the amount reported on the latest filing; "fully sold" is at least 99.9% of the amount offered. Offerings of an indefinite amount are excluded. Companies are not required to amend a Form D when a raise closes, so the level of these figures understates how many raises filled. The comparison between years does not depend on that, as the split by filing behaviour shows.
“In 2023 the lines crossed. More private raises now sell under half of their target than sell all of it.”
Sources
- Form D data sets, US Securities and Exchange Commission, 2014 to 2026
- Filing a Form D notice, US Securities and Exchange Commission
Cite as: “Two in five private raises now sell less than half”, Norvian Review, 1 September 2026.