The half-sold raise

1. What a Form D says

A US company that sells securities privately, under the exemptions most private raises use, must file a short notice with the SEC within fifteen days of the first sale.² The notice is called a Form D. It is not a prospectus. It contains no financial statements and no description of the business beyond an industry box. But it does contain a handful of numbers that a company rarely shows anyone else.

It says how much the company set out to raise. It says how much it has sold so far. It says how many people have invested, whether anyone is being paid to sell, which exemption is being used, and whether the securities are equity, debt or something else.³ Companies must amend the notice once a year while the offering continues, and when certain facts change.

The SEC publishes every filing as structured data each quarter.¹ We took every Form D and amendment filed since 2014, joined each amendment to the offering it amends, and kept only operating companies. Pooled investment funds, which file in large numbers and behave differently, are left out. That leaves 207,688 offerings.

For most of this report we use a narrower set: offerings with a stated target of $5m to $500m. Below $5m the data is dominated by very small raises, many from friends and family. Above $500m it is dominated by a few large issuers with their own rules. Between the two sit the raises most growing companies run. There are 38,152 of them that began between 2019 and 2024.

2. Fewer raises fill

We call a raise fully sold when its latest filing reports sales of at least 99.9% of the amount offered. We call it half-sold, or stalled, when it reports less than half.

In the 2019 cohort, 34.4% of raises were fully sold and 36.4% were under half. Money was cheap in 2020 and cheaper in 2021, and the numbers moved accordingly. In the 2021 cohort, 41.9% filled and 29.7% stalled. Then the market turned, and the cohorts that followed have done worse each year.

The 2023 cohort is the one where the lines crossed: 31.0% filled, 39.7% stalled. The 2024 cohort is worse again, at 30.7% and 41.4%. It is the worst in the series on both counts, and it is worse than 2019, which was not a weak year.

The median tells the same story more gently. The median 2021 raise reported selling 92.8% of its target. The median 2024 raise reported 70.4%.

A raise that sells 70% of its target is not necessarily a failure. Plenty of companies set a target above what they need, and some close a round deliberately below it. But a fall of more than twenty points in the median, in three years, is a change in what normally happens.

3. Is it the data?

The obvious objection is that Form D understates sales. Companies are required to amend only once a year, and many do not amend at all. A company that files at its first close and then finishes the round may never report the rest. If that were driving the trend, the decline would sit among companies that filed once.

So we split each cohort into raises that were amended at least once and raises that were never amended. The decline is in both.

Among raises filed once, 42.7% of the 2021 cohort reported selling in full, against 31.6% of the 2024 cohort. Among raises that were amended, the figures were 36.0% and 25.6%. Amended raises fill less often in every year, which makes sense: a company that amends is still selling, and a company still selling has not yet filled. The point is that the fall is about the same size in both groups.

There is a second objection, which is that the 2024 cohort has had less time to fill. That is true, and it matters less than it seems. Of the 816 raises whose amendments let us date the moment they filled, the median took 215 days. A quarter filled within 91 days and three quarters within 457. Raises that began in 2024 have had at least 22 months. Most of the ones that are going to fill have done so.

The level of these figures understates how many raises fill. We would not quote "30.7%" as the share of private raises that succeed. The comparison between years is sound, and the comparison between kinds of raise, which follows, is sound too.

4. Size

One would expect larger raises to be harder. The data agrees, though not in a straight line.

Raises of $5m to $10m filled 35.0% of the time and stalled 35.4%. Raises of $25m to $50m did best: 35.5% filled and 35.3% stalled. Above $50m the picture worsens. Of raises of $100m to $500m, 29.6% filled and 49.4% stalled. Half of the largest private raises reported selling less than half of their target.

The middle of the range does well for a plain reason. A $25m to $50m raise is large enough to attract institutional investors and small enough that a handful of them can complete it. A $200m raise needs either a very large investor or many institutions acting together, and private markets are poor at coordinating many institutions.

5. Industry

The industry box on a Form D is coarse, but it is enough to show that different kinds of company live in different markets.

Technology companies filled 39.3% of the time and stalled only 18.3% of the time, by far the lowest stall rate of any large group. Biotechnology filled 37.6% of the time. The financial companies in the sample, mostly specialist lenders, filled 41.0% of the time.

At the other end sit property and energy. Commercial real estate filled 26.0% of the time and stalled 57.4%. Other real estate stalled 50.9%. Oil and gas is in a class of its own: 10.8% filled and 79.7% stalled.

These differences are partly about who is raising and partly about how. Technology raises are mostly priced rounds led by professional investors who commit before the round opens. A Form D for such a round is often filed after the lead has signed and most of the money is spoken for. Property and energy raises are more often syndications sold to individuals, opened before the money is found and filled cheque by cheque. The second kind is far more exposed to a market that has become selective.

6. How the raise is sold

Two choices on the form describe how a raise is sold. The first is whether it is advertised. Since 2013, a company may advertise a private raise as widely as it likes under Rule 506(c), provided it verifies that every investor is accredited.⁴ The second is whether it pays anyone to sell it.

More companies advertise each year. In 2015, 7.6% of raises of $1m to $1bn claimed 506(c). In 2025, 15.8% did. The advertised raise does not do well.

Of the raises of $5m to $500m that began in 2022 to 2024, those filed under 506(c) reported selling in full 12.1% of the time. The rest reported 37.3%. Much of the advertised market is property, but the gap holds within industries: among technology raises, 12.7% against 40.3%.

The agent question has a duller answer. About one raise in ten names a paid agent or broker, a share that has barely moved in a decade. In 2021 the raises with agents filled 44.4% of the time and those without 41.4%. In 2024 the figures were 31.0% and 30.7%.

Agents are often hired for the harder raises, so equal outcomes may hide real work. But the filings give no sign that paying for distribution, as most agents sell it, changes whether a raise fills.

What the two results have in common is that they describe reach. An advert reaches more people. An agent with a list reaches the people on the list. Neither, on the evidence, is what completes a raise. The raises that fill are mostly the ones where a small number of investors were already persuaded before the filing was made.

7. Who buys

The number of investors in a raise has fallen sharply. The median raise of $1m to $1bn had seven investors for most of the decade, ten in 2021, and six in 2024 and 2025.

The money per investor went the other way. The median cheque, sold divided by investors, was $249,000 in 2015, $291,000 in 2021 and $330,000 in 2025: the highest in the series.

This is the most useful single fact in the report for anyone about to raise. The investor of 2021 who wrote a small cheque into a crowded round has largely gone. The investor of 2025 writes a larger cheque into fewer companies and takes longer to do it. A raise built to need many small yeses meets a market made of a few large maybes.

The size of the median raise has risen too, from $4.0m in 2015 to $5.5m in 2025. Companies are asking for more from fewer people.

8. Debt in private raises

Form D asks whether the securities offered include debt. The share of operating-company raises that do has fallen from 17.9% in 2015 to 11.9% in 2025.

This does not mean companies are borrowing less. It means the debt they raise increasingly does not pass through a Form D. Loans from banks and private credit funds are not securities offerings and are not filed. As private credit has grown, debt has moved off this record and onto others, such as the loan books that business development companies report each quarter. We read those in a separate report.

9. What it means for a company raising

The filings are a record of outcomes, not of methods. But they rule some things out, and they point at others.

Size the investor list to the market you are in. With six investors in the median raise, a $20m round needs six people who can each write $3m and who will say yes. The number of conversations needed to find six such people is far larger than six. In our experience a stalled raise is more often short of serious conversations than of introductions.

Have the round half-built before you file. The raises that fill best are the ones where the filing is a formality: technology rounds led by an investor who committed first. A company that opens a raise to the world and hopes to fill it from scratch is running the kind of raise that now stalls.

Be cautious about advertising. The 506(c) route is legitimate and sometimes right. It has a fill rate a third of the alternative's. If the reason for advertising is that there is no investor list, the raise needs a list more than it needs an advert.

Ask an agent what it will do that a list cannot. The record shows no premium for paying someone to distribute a raise. An agent who can name the investors who bought its last three raises, and say why each one did, is offering something different.

Above $100m, plan for a syndicate. Half of the largest private raises stall. A raise of that size needs either an anchor who can take a large part of it or a structure that lets several institutions move together, and both take time to arrange.

10. Method

Cite as: “The half-sold raise”, Norvian Review, 8 November 2026.