Median Private Venture Raise: U.S. (SEC Form D)

## What this measures

The median size of a raise, the money one venture-like offering added in a calendar quarter, in millions of U.S. dollars.

## Why it matters

The typical private round, not the headline one. Totals are driven by a few very large rounds; the median shows what is happening to the ordinary company raising money.

## How it is made

Every company that sells securities under Rule 506 of Regulation D files a notice, Form D, with the SEC within 15 days of the first sale, and amends it at least once a year while the offering runs. The SEC's Division of Economic and Risk Analysis publishes every notice as filed in quarterly data sets (2009 onward). Palanor loads all of them. An offering is its SEC file number (an amendment, Form D/A, keeps the number of the notice it amends), and each filing reports the total sold so far, so the money a filing adds is its total minus the previous filing's.

**Venture-like offerings** are equity (alone or with debt, options or other securities) sold under Rule 506 by a U.S. private operating company: no pooled-fund interests, no funds or deal vehicles, no banks, investment vehicles, oil and gas, coal or real estate, no limited partnerships or business trusts, no registered investment companies, no business combinations, and no company that was already an SEC reporting company. Offerings with a filing that adds $1 billion or more count only after a hand review (typing errors such as $105 billion for a $105 million round are dropped). The full rule list is in the Palanor code (src/lib/form-d/venture.ts), the same definition as Palanor's other Form D series. **A raise** is the money one offering adds in a calendar quarter: the sum of what its filings dated in that quarter add. A new round is usually one raise; an offering that keeps selling and reports more on an amendment adds a second raise in the later quarter. The median is taken over every raise in the quarter.

## How to read it

A slow-moving level. It rose in the 2021 boom and fell back after; a falling median with rising totals means the money is going into fewer, larger rounds.

## What it does not cover

Form D is a notice of an exemption, not an announced funding round. Companies that raise without Rule 506, or file late or never, are missing, and some of the largest private companies raise without a notice of their own (only their investor vehicles file). Amounts are what companies report as sold, in the quarter the notice is filed, not when the money was wired. The industry group, state and fund type are the filer's own answers on the form and are not checked. Form D counts many small raises that never appear in venture databases (friends-and-family rounds, local businesses selling equity), so the median sits well below a deal-database median.

## Source

Palanor calculation from SEC Form D filings (U.S. Securities and Exchange Commission, Form D data sets; public domain).