One optional box
A company that raises privately in the United States files a Form D. The form asks for its revenue range and offers eight answers: no revenues, five bands from $1 to over $100M, "not applicable", and "decline to disclose". The last one is a legitimate answer. Nothing obliges the company to say, and nothing happens to it if it does not. Every benchmark of what companies raise by size, ours included, is built on the ones that said.
Who answers
We read the 238,684 Form D filings made by operating companies from January 2015 through June 2026, with pooled investment funds set aside. 180,821 declined to disclose: 75.8%. 54,535 gave a band: 22.8%. 3,328 said the question did not apply. Of the companies that answered, 28,887 said they had no revenue at all, which is 53% of the answers. So the disclosed population is not only a quarter of the market. Half of that quarter is pre-revenue.
Falling every year
| Year filed | Filings | Declined to disclose | Gave a band |
|---|---|---|---|
| 2015 | 19,343 | 67.0% | 31.2% |
| 2018 | 21,243 | 73.0% | 25.4% |
| 2021 | 24,291 | 77.9% | 20.8% |
| 2024 | 20,061 | 79.9% | 18.9% |
| 2025 | 19,253 | 79.8% | 19.1% |
| 2026, to June | 10,128 | 76.1% | 22.6% |
In 2015 two thirds of filers declined. By 2024 four in five did. The question has not changed. The companies have decided, year by year, that the answer is not worth giving, and the benchmark population has thinned by more than a third over the decade.
The bigger the raise, the quieter the company
| Amount sold at filing | Filings | Declined to disclose |
|---|---|---|
| Nothing sold yet | 35,243 | 57.7% |
| Under $1M | 81,294 | 71.7% |
| $1M – $5M | 60,055 | 79.7% |
| $5M – $25M | 42,718 | 86.2% |
| $25M and above | 19,374 | 90.2% |
A company that has raised $25M or more declines nine times in ten. A company that has sold nothing yet declines a little more than half the time. So the benchmark population is not a sample of the market. It is the small end of it, weighted toward companies with no revenue, and it thins as the raise grows. The companies you most want a comparison for are the ones least likely to be in the comparison.
What it does to every number you read
Any statement of the form "companies like yours raised X" is a statement about the answerers. It can still be useful. It is honest only when the denominator is printed beside it and the reader can see how many companies, in which band, stand behind the figure. A benchmark with no denominator is a guess with a decimal point. That is why the Desk's Real Number refuses to answer under twelve filings, marks itself thin under thirty, and prints the count on every line. We would rather show a small number honestly than a confident one built on nothing. What a placement agent actually charges is built on exactly this population, and says so.
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. Counts are filings, not companies; a company that files a Form D and an amendment appears twice, and its answer to the revenue question can change between them. Photograph by Karola G, via Pexels.
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