Insights
The Founder's Guide to Reading a Form D (What Your Competitors' Filings Reveal)
Key takeaways
- Nearly every US private raise generates a Form D — a public SEC filing you can pull on any competitor, free, in about two minutes on EDGAR.
- The filing reports what's been SOLD so far, not the target — in our last six months of tape, 252 filings showed $0 sold, meaning the raise had just opened when it was filed.
- 18% of filings are amendments (D/A), and an amendment usually means the round grew or stayed open — one of the most underrated competitive signals there is.
- Most raises are never announced anywhere else: the median filing is $1.75M and 69% are under $5M, sizes that never see a press release. The filing is often the only record.
Your competitor just raised. There was no announcement, no TechCrunch post, no LinkedIn victory lap. But fifteen days after they closed the first check, a document with the amount, the date, and the names of their executives almost certainly appeared on a public government website — and nobody reads it.
We read all of them. Our tape ingests every US Form D filing daily — 1,792 operating-company filings in the last six months alone — and the single most common reaction from founders who see it is: I had no idea this was public.
Here’s how to use it.
Two minutes to any competitor’s funding history
- Go to EDGAR full-text search (efts.sec.gov) or the EDGAR company search.
- Search the company’s legal name — “Acme Labs, Inc.”, not “Acme.”
- Every Form D and every amendment appears, dated, with a link to the filing.
That’s the whole technique. No account, no cost, no notification to the company. The filing lists the offering amount, the amount actually sold, the date of first sale, the exemption used, and the company’s executive officers and directors — which is also the fastest free way to answer “who’s actually on their board now.”
What the fields actually tell you
“Total amount sold” is the closed amount, not the ambition. The filing reports what had actually been sold when it was filed. In our last six months of tape, 252 filings — one in seven — reported $0 sold: the offering opened before any money closed. A $0 filing is a company deciding to raise, caught at the earliest possible public moment. Headlines, if they ever come, arrive months later.
Amendments are the underrated signal. A Form D/A means the original filing changed — most often because the round grew or stayed open longer.
The date of first sale beats the filing date. Companies have 15 days from first sale to file, and some file early. The “date of first sale” field is when money actually started moving — useful when you’re trying to reconstruct what a competitor knew, and when.
Repeat filings compress the story. Two Form Ds within a few months usually means a bridge that became a real round, or a raise that came together faster than planned. In our window, 94 issuers filed twice or more inside six months.
Calibrate against the real distribution
The reason filings surprise people is that announced rounds are a biased sample. Against the full tape, the distribution looks like this:
The median filed raise is $1.75M, and 69% of all filings are under $5M — sizes that essentially never generate a press release. Which means for most private companies, the Form D is the only public record their raise ever leaves. If you’re benchmarking your competitive set against what gets announced, you’re benchmarking against the loudest 5%.
Four patterns worth acting on
A competitor files after years of silence. Fresh capital into a quiet category resets the clock — expect hiring, pricing pressure, or a pivot within two quarters. (Silence itself is the norm: 62% of funded companies go 4+ years without filing again.)
A competitor’s filing shows far less sold than the offering amount. A $10M offering with $1.5M sold, unamended for months, is a raise that stalled — informative about their runway and their negotiating position.
A key player files a $0. An offering opened, nothing closed — the earliest public evidence that they’ve decided to raise. If their raise succeeding or failing changes your market, this is your longest lead time.
Executives change between filings. The officer/director list is refiled each time. Diff two filings and you’ve got board turnover no one announced.
The part we automate
Reading one competitor takes two minutes. Reading the whole market is a pipeline — which is what our tape is, and why we publish the monthly cut free: every technology operating-company Form D above $2M, amounts, locations, and repeat filers, at the Deal Intel monitor.
Everything above is drawn from public SEC filings and our own tape of them — primary sources, nothing estimated. Form Ds are the raw material of how we map who’s raising, who’s stalled, and who’s quietly positioned to sell; if that map of your market would be useful, we’re glad to share what it shows.
Frequently asked questions
What is a Form D?
The notice nearly every US company files with the SEC within 15 days of first selling securities in a private raise under Regulation D — the exemption almost all startup rounds use. It's public the moment it's filed, and free to read on EDGAR.
How do I find a company's Form D?
Go to efts.sec.gov/LATEST/search-index (EDGAR full-text search) or the EDGAR company search, and search the company's legal name. Every Form D and amendment appears with its filing date. The whole exercise takes about two minutes.
What does "amount sold" mean on a Form D?
What the company had actually closed at the moment of filing — not the target and not the final round size. A $0 means the offering opened before any check cleared; an amendment later often shows the round's real size.
Does every raise show up as a Form D?
Most US Regulation D raises do, though timing and structure choices mean some don't, and amounts can lag reality. Treat it as a conservative floor, not a complete census — at the population level it is still by far the most complete public record of private fundraising.
Thinking about a sale — now or in a few years?
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