Explainer

What is a Form D?

Our lists come from SEC Form D filings. Here is what the form is, answered from the SEC and Investor.gov.

What is a Form D?

It is a notice a company files with the SEC after it sells securities without registering the offering. The SEC says the notice is required for offerings made under Rule 504 or Rule 506 of Regulation D, or Section 4(a)(5) of the Securities Act. (SEC: Filing a Form D notice)

When does a company file it?

Within 15 days after the first sale of securities in the offering. The SEC counts the first sale as the date the first investor is irrevocably contractually committed to invest. If the deadline falls on a Saturday, Sunday or holiday, it moves to the next business day. (SEC)

What does a Form D show?

Investor.gov calls it a brief notice with basic information about the company and the offering, including the size of the offering and the date of first sale. (Investor.gov: Form D)

What does "amount sold" mean on our lists?

It is the "Total Amount Sold" the company entered in Item 13 of the form. The SEC's instructions say this is the amount sold in the offering as of the filing date, including cash and other consideration, and cash to be paid later under mandatory capital commitments. We show it as filed. (SEC: Form D and instructions, PDF)

Where are Form D filings kept?

Companies file Form D online through the SEC's EDGAR system, and the SEC charges no filing fee for a Form D or an amendment. Investor.gov suggests checking EDGAR to see whether a company has filed one. Every company on our lists links to its filing on EDGAR. (SEC, Investor.gov)

Sources checked Oct 30, 2026. This is general information, not legal or investment advice. For how we turn filings into lists, see How we build these lists.