An Empirical Overview of the Reg D Market

This article presents an empirical summary of unregistered securities offerings relying on Regulation D (Reg D) under the Securities Act. Reg D offerings totaled $8.1 trillion in the past four years, 25% more than the capital raised in registered offerings over the same period and a 72% increase over the proceeds from Reg D offerings sold during a similar period 10 years ago. Issuers have sold Reg D securities recently to more investors per offering at lower amounts per investor. Intermediaries, particularly Registered Investment Advisors (RIAs), play a significant role in reaching retail investors.