Form D: the public filing after you raise.
When you raise under Regulation D, you tell the SEC with a short notice called Form D. It is public, so anyone can see that you raised and roughly how much.
The short answer
File Form D with the SEC within 15 days after the first sale in a Regulation D offering. It is public and searchable on EDGAR. It shows the offering amount, the amount sold and the names of executive officers and directors, but not your valuation. Many states also require a notice filing.
How it works
First sale
The date the first investor is irrevocably committed starts the clock.
File within 15 days
Submit Form D online through EDGAR. Your lawyer usually prepares it.
State notices
Many states require their own notice filing and fee where your investors live.
Public on EDGAR
Anyone can search the filing by company name once it is accepted.
Amend when needed
Update it for material changes and yearly if the offering stays open.
What Form D shows
The filing lists the company, its address and industry, the Regulation D exemption used, the total offering amount and the amount sold so far, the number of investors, and the names of executive officers, directors and promoters. Revenue range is asked for, but companies may decline to disclose it. It does not show valuation or price per share.
Why founders should care
Investors, reporters and data services read Form D filings, so a raise can become visible soon after it starts. Plan your announcement with that in mind. Investors also use past filings to check how much a company has raised before.
Questions to ask your lawyer
- Which Regulation D exemption are we relying on, 506(b) or 506(c)?
- What date counts as the first sale for this round?
- Which states need a notice filing for our investors?
- Do our SAFEs or notes need a filing of their own?
Terms to know
Regulation D
SEC rules that let companies sell securities privately without full registration.
EDGAR
The SEC's public online database of company filings.
Notice filing
A state-level filing that accompanies a federal Regulation D offering.
Is your round size one you can defend in public?
Form D makes your offering amount visible. Upload your deck and we check whether your ask is backed by your plan and traction.
Questions founders ask
What happens if we file late?
Filing is a condition the SEC expects you to meet, and missing it can create problems for future offerings. File as soon as you notice, and ask your lawyer about any state consequences.
Can I keep the amount private?
No. The offering amount and the amount sold are public once the filing is accepted. Your valuation is not part of the form.
Sources
Sources: SEC Regulation D rules and Form D instructions; SEC EDGAR. Rules can change. Not legal advice.
Related explainers
Try the calculator
Put it into context
Inside Unicorn Factory
Free account
Investor matching is coming to your free account. Create it now and we will match your round the day it opens. Until then, get an honest read on your deck.