EducationGuideNovember 1, 2026

Reading a Form D

What the SEC filing is, when it is made, what it shows, and where its figures fall short.

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Guide

What you need to know

It is a notice, not a prospectus
Form D is a notice of an exempt offering, filed with the SEC through EDGAR, where anyone can read it. The SEC does not review or approve the offering it describes.
It is due 15 days after the first sale
The first sale is generally the date on which the first investor is irrevocably committed. An offering open for more than a year files an annual amendment.
Its figures can lag
The amount sold is the figure at the date of the filing. Not every sale triggers an amendment, so a raise can be further along than its last Form D suggests.

Days after the first sale to file a Form D

Offerings open longer than this file an annual amendment

1 year

What is a Form D?

Form D is a notice of an exempt offering of securities. An issuer relying on Regulation D files it with the Securities and Exchange Commission through EDGAR, where it is published and can be read by anyone.

As a notice, it carries far less information than a registration statement or a prospectus.

The SEC does not review or approve the offering it describes.

When is it filed?

A Form D is due within 15 days after the first sale of securities in the offering. Amendments are filed annually where an offering continues for more than a year, to correct a material mistake, and to reflect certain changes in the information previously given.

When a Form D is filedFrom the first sale to later amendments.

When a Form D is filed
Stage	Timing
1. First sale	The first investor is irrevocably committed
2. Form D filed	Within 15 days of the first sale
3. Annual amendment	If the offering continues for more than a year
4. Further amendments	For a material mistake or certain changes

Source: SEC, Regulation D and Form D.

What does it show?

The form is brief. The parts most read are these.

The issuer

Name, place of organisation, address, industry group and the people related to it, such as executive officers and directors.

Amount sought

The total offering amount the issuer intends to raise. It may also be reported as indefinite.

Amount sold

The amount sold to date as at the filing, with the amount that remains to be sold and the number of investors.

Open or closed

Whether the offering is expected to last more than one year, and, through later amendments, whether it is still continuing.

Where do its figures fall short?

The figures are a record at a point in time, not a running total.

Figures can lag

The amount sold is the figure at the date of the filing. It is not updated as each investor commits.

Not every sale triggers an amendment

A change in the amount sold or in the number of investors does not, on its own, require a new filing, so a raise can be further along than its last Form D suggests.