Data Report · Raise Progression · Updated July 2026
68.6% of new funds file a single SEC Form D — and never again
Across 53,220 US fund issuers, 68.6% file one Form D and report nothing more. The 31.4% that do amend spread it over a median 364-day reporting window, and of those that disclose figures, 63.9% report a larger raise than they started with. A single filing is not a stalled fund — it means no reported further activity. Every number below is computed, not estimated.
Written by Michael Kaufman · Reviewed against our editorial standards · Updated
Quick Answer
Most new US funds file a single SEC Form D and never file again: 68.6% of 53,220 issuers are "one-and-done." A minority — 31.4% — file at least one amendment, a median of 1 each, spread over a median reporting window of about 12 months (364 days). Among amenders that report a dollar figure, 63.9% show a larger raise than their first filing and only 5.3% show a smaller one, with a median growth of 1.16×. Crucially, a fund with no amendment has not "failed" — Form D amendments are trigger-based, so a single filing simply means no reported subsequent activity.
Key Takeaways
- 1.68.6% of new funds (36,490 of 53,220 issuers) file one Form D and never amend — no reported subsequent activity, which is not the same as a failed or closed raise.
- 2.The 31.4% that amend (16,730 issuers) file a median of 1 amendment, over a median reporting window of 364 days — roughly a year of reported activity.
- 3.Among amenders that disclose figures, 63.9% report a larger raise than their first filing and only 5.3% a smaller one; the median amender grows its reported raise 1.16×.
- 4.Amendment rates fall sharply for the most recent cohorts — not because those funds are failing, but because they have had less time to accumulate amendments near the coverage edge.
- 5.Form D has no "closed" flag. The reporting window measures the span of reported activity, not a time-to-final-close, and total-sold figures can move down on amendment.
68.6%
of new funds file a single Form D and never amend
36,490 of 53,220 issuers — one filing, no reported subsequent activity
364d
median reporting window among amenders
The span of reported activity — roughly a year — not a time-to-close
The one-sentence version: most funds file once and go quiet, and the minority that keep filing are overwhelmingly reporting a bigger raise, not a smaller one.
Amendment Behavior by First-Filing Cohort
Funds grouped by the quarter of their first Form D. “Amendment rate” is the share of that cohort that later filed at least one amendment; “median reporting window” is the median span of reported activity for the cohort. Rates fall toward the recent quarters purely because those funds have had less time to amend — not because they are failing.
| First-filing quarter | Funds | Amendment rate % | Median window (days) |
|---|---|---|---|
| 2024-Q3 | 7,433 | 50.2% | 365 |
| 2024-Q4 | 7,456 | 48.7% | 365 |
| 2025-Q1 | 8,581 | 51% | 365 |
| 2025-Q2 | 7,207 | 46.8% | 364 |
| 2025-Q3 | 4,756 | 12% | 188 |
| 2025-Q4 | 5,011 | 8.1% | 120 |
| 2026-Q1 | 5,325 | 6.1% | 58 |
| 2026-Q2 | 5,827 | 4.9% | 27 |
| 2026-Q3 | 1,624 | 1.8% | 0 |
Recency note: first-filing cohorts near the coverage edges have less time to accumulate amendments, so their amendment rate is naturally lower — the decline toward the most recent quarters is a censoring artifact, not a signal that newer funds are closing faster or failing.
What This Means
The headline number is easy to misread, so read it carefully: 68.6% of funds filing a single Form D does not mean 68.6% of funds failed or closed. Form D amendments are trigger-based — a fund files one when it makes new sales or a material change. A fund that raises its full target in one go, or that simply never crosses an amendment trigger, files once and is done. “One-and-done” is a reporting outcome, not a fundraising verdict.
For the 31.4% that do amend, the story is momentum, not retreat. The median amender files 1 amendment over a reporting window of 364 days — about a year of visible activity. And among those that report a dollar figure, 63.9% show a larger raise than they first disclosed, versus just 5.3% smaller, with the median amender growing its reported raise 1.16×. When funds keep filing, they are overwhelmingly scaling up.
The practical read for an emerging manager: a lean filing history is normal, and a single Form D is the common case, not a red flag. If you are working through the mechanics of your own raise, our guide to starting a VC fund and fund documents walkthrough cover how Form D fits in.
Methodology
Source. Public SEC EDGAR Form D filings, collected by VC Beast’s daily automated EDGAR ingest into our Form D warehouse. One row per issuer (CIK), combining each fund’s first Form D and all of its amendments. Coverage is bounded by the warehouse start (2024-07-01) and spans 53,220 issuers.
Definitions. “One-and-done” means an issuer with exactly one Form D and no amendment. An “amender” has filed at least one Form D/A. The “reporting window” is the span in days between an issuer’s first and last reported filing. Growth figures compare an amender’s latest reported total to its first, among issuers that disclose a dollar amount on both.
Read these caveats before citing. They exist specifically to prevent a “funds are failing” misreading of the one-and-done share:
- Form D amendments are trigger-based (new sales, material changes). No amendment means no reported subsequent activity — NOT a failed or closed raise.
- total_sold is restated on amendments and can move down; a fund that 'grew' only reports a larger latest figure than its first.
- The reporting window is the span of reported activity, not a time-to-final-close (Form D has no 'closed' flag).
- First-filing cohorts near the coverage edges have less time to accumulate amendments, so their amendment rate is naturally lower.
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Use This Data
Free to cite · CC BY 4.0
VC Beast, "How VC Funds Actually Close: Raise Progression in US Private Funds," July 2026, https://vcbeast.com/how-funds-actually-close. Data: SEC EDGAR Form D filings, compiled by VC Beast, licensed CC BY 4.0.
The dataset on this page is licensed CC BY 4.0: you are free to republish, chart, quote, and build on it — including commercially — with attribution to VC Beast and a link back to this report. Journalists and researchers can deep-link any headline stat via the anchor on each tile above (for example, #one-and-done).