Where the number comes from
Every Form D carries a line for sales commissions: the fee paid to the broker or placement agent who sold the offering. Set that fee against the amount the company actually sold and you have the rate it paid. We read every Form D the SEC published from January 2015 through June 2026, kept the equity offerings by operating companies, collapsed each amendment chain to its latest filing, and kept the filings where the company disclosed a revenue band. That left 28,029 filings. A commission was paid and disclosed on 1,880 of them.
The rate, by size of company
| Revenue band | Median fee | Middle half | Filings with a fee |
|---|---|---|---|
| No revenue | 7.0% | 4.1% – 11.0% | 875 |
| $1 – $1M | 5.85% | 2.15% – 10.0% | 327 |
| $1M – $5M | 6.2% | 4.5% – 9.2% | 297 |
| $5M – $25M | 5.6% | 2.9% – 8.0% | 238 |
| $25M – $100M | 5.9% | 3.6% – 8.0% | 109 |
| Over $100M | 3.7% | 1.8% – 6.0% | 56 |
The company with no revenue pays 7.0%. The company above $100M in revenue pays 3.7%. Between the two the rate sits between 5.6% and 6.2%, and it does not fall in a straight line: the $1M–$5M band pays more than the band below it. The middle half is wide at every size, which is the honest shape of a negotiated fee. A median is where a negotiation starts. It is not a price list.
Most raises pay no agent at all
Of the 28,029 filings, 3,639 named a paid agent: 13%. The share is highest where the company is established but not yet large: 22% at $5M–$25M in revenue (407 of 1,836 filings) and 21% at $25M–$100M (144 of 677). It is lowest above $100M, where 74 of 721 filings paid one, 10%. A company with no revenue paid an agent on 1,933 of 15,200 filings, 13%.
The median raise in each band, on the same filings: $775K with no revenue, $485K at $1–$1M, $1.6M at $1M–$5M, $4.6M at $5M–$25M, $4.2M at $25M–$100M, and $11.1M above $100M. The fee falls as the cheque grows, and the agent is most often in the room in the middle of the ladder.
How to read it
The population is companies that chose to disclose a revenue band. That is about one in four filers, and the ones who decline skew larger; we measured that separately in Three in four companies will not say what they earn. We print percentiles and never means, because raise sizes and fees are right-skewed and one large placement would move an average by itself. The rate is on money sold, not on the ceiling the company announced. And the amendment chains are collapsed before anything is counted: a company files a Form D and then an amendment carrying the running total, and counting both double-counts one raise.
What we do with this
The Desk runs this read on your industry and your band, with the denominator printed beside every figure and a refusal under twelve filings. We have no position in this number beyond wanting it right. What we do for founders raising sets out the rest.
Sources: SEC Form D Data Sets (Division of Economic and Risk Analysis), quarterly files 2015Q1–2026Q2; The Desk's Form D store, measured 1 September 2026. Equity offerings by operating companies only; pooled investment funds excluded; revenue band disclosed. Photograph by Kadaaran, via Pexels.
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