The Form D Files Dataset contains every Form D and Form D/A filing submitted electronically to SEC EDGAR since September 2008. Each record represents a single EDGAR accession number — one notice of an exempt offering of securities filed under Regulation D (Rule 504, Rule 506(b), Rule 506(c)) or Section 4(a)(5) of the Securities Act of 1933. Filers are the issuers themselves — startups, private equity funds, hedge funds, venture capital funds, real estate syndications, SPVs, and other entities selling securities without registration. The dataset is distributed as monthly ZIP containers, each holding structured XML, JSON metadata, and an HTML rendering for every filing. Coverage begins on September 15, 2008, when electronic Form D filing became mandatory on EDGAR, and extends through the most recent refresh.
Programmatically retrieve the full list of dataset archive files, download URLs and dataset metadata.
Dataset Index JSON API
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The Form D Files Dataset packages the complete contents of every Form D and Form D/A filing submitted to EDGAR since September 2008 into a uniform three-file-per-record structure. Form D is a brief, structured notice that an issuer has sold or intends to sell securities without Securities Act registration, relying on a Regulation D exemption or Section 4(a)(5). Unlike narrative disclosure forms, Form D is entirely structured: enumerated items with defined fields, checkboxes, monetary amounts, entity identifiers, and dates, with minimal free text. Since September 2008, all Form D filings have been submitted in the same fixed XML schema (X0708), making the dataset uniform in format across its full time span.
The dataset covers the entire population of electronic Form D filers — every issuer that has filed a Form D or Form D/A on EDGAR. There is no sampling or filtering. The dataset is distributed as monthly ZIP archives. Each archive contains one folder per filing, named by the 18-digit accession number with dashes removed.
Each record corresponds to one EDGAR accession number — one Form D or Form D/A filing. Every record folder contains exactly three files:
primary_doc.xml — the complete Form D submission in SEC XML schema X0708, containing all structured offering data. This is the primary analytical file.metadata.json — EDGAR filing-index metadata: accession number, form type, timestamps, filer entity information, SEC file numbers, exemption items cited, and links to EDGAR pages.xslFormDX01/primary_doc.xml — an HTML page generated by applying the SEC's XSL stylesheet to the raw XML, replicating the visual layout of the Form D as displayed on EDGAR. This file is purely presentational and contains no data beyond what exists in the XML.The XML root element <edgarSubmission> contains four top-level children: <schemaVersion> (always X0708), <submissionType> ("D" or "D/A"), <testOrLive> (always "LIVE" in production filings), and three substantive blocks corresponding to Form D's item structure.
Identifies the entity conducting the offering:
<cik> — zero-padded 10-digit Central Index Key<entityName> — legal name of the issuer<issuerAddress> — structured block with <street1>, <street2> (optional), <city>, <stateOrCountry> (two-letter EDGAR code), <stateOrCountryDescription> (full name), and <zipCode><issuerPhoneNumber> — contact telephone<jurisdictionOfInc> — jurisdiction of incorporation or organization as a full name (e.g., "DELAWARE", "CAYMAN ISLANDS")<entityType> — legal form: "Corporation", "Limited Partnership", "Limited Liability Company", "Other", etc. When "Other", the sibling <entityTypeOtherDesc> provides a free-text description (e.g., "Cayman Islands Exempted Company")<yearOfInc> — nested structure containing either <withinFiveYears>true</withinFiveYears> with a <value> element carrying the four-digit year, or <overFiveYears>true</overFiveYears> with no year value<issuerPreviousNameList> — zero or more <value> elements (typically "None"); may be absent entirely<edgarPreviousNameList> — zero or more <previousName> or <value> elements listing prior EDGAR-registered namesZero or more <relatedPersonInfo> elements, each identifying an executive officer, director, or promoter associated with the offering. Each element contains:
<relatedPersonName> with <firstName>, <middleName> (optional), and <lastName>. For entity-type related persons, the entity name may be placed in <lastName> with a placeholder like "--" in <firstName>.<relatedPersonAddress> — same structured format as the issuer address<relatedPersonRelationshipList> — one or more <relationship> elements: "Executive Officer", "Director", or "Promoter"<relationshipClarification> (optional) — free-text elaboration on the person's role (e.g., "Investment Manager")In fund structures, the list typically includes the general partner's principals, the fund manager's officers, and the investment manager entity itself.
The largest and most informationally dense block.
Industry group (Item 4). <industryGroup> contains <industryGroupType> — a broad classification such as "Commercial", "Banking & Financial Services", "Technology", "Manufacturing", "Pooled Investment Fund", or "Other". When the type is "Pooled Investment Fund", a nested <investmentFundInfo> block provides <investmentFundType> (e.g., "Private Equity Fund", "Hedge Fund", "Venture Capital Fund", "Other Investment Fund") and <is40Act> (boolean indicating registration under the Investment Company Act of 1940).
Issuer size (Item 5). <issuerSize> contains either <revenueRange> for commercial issuers or <aggregateNetAssetValueRange> for pooled investment funds. Values are range strings such as "$1 - $1,000,000", "$1,000,001 - $5,000,000", "$25,000,001 - $100,000,000", or "Decline to Disclose".
Federal exemptions and exclusions (Item 6). <federalExemptionsExclusions> contains one or more <item> elements, each a short code: 06b (Rule 506(b)), 06c (Rule 506(c)), 04 (Rule 504), 3C (Investment Company Act Section 3(c) exclusion), 3C.1 (Section 3(c)(1)), 3C.7 (Section 3(c)(7)). A single filing may cite multiple exemption codes — for example, a hedge fund commonly cites 06b, 3C, and 3C.1 together.
Type of filing (Item 7). <typeOfFiling> contains:
<newOrAmendment> with <isAmendment> (boolean). When true, <previousAccessionNumber> provides the accession number of the prior filing in the amendment chain.<dateOfFirstSale> containing either <value> with a YYYY-MM-DD date, or <yetToOccur>true</yetToOccur> when no sale has occurred.Duration of offering (Item 8). <durationOfOffering> contains <moreThanOneYear> as a boolean.
Types of securities offered (Item 9). <typesOfSecuritiesOffered> contains boolean flags: <isEquityType>, <isDebtType>, <isOptionType>, <isSecurityToBeAcquiredType>, <isPooledInvestmentFundType>, <isTenantInCommonType>, <isMineralPropertyType>, and <isOtherType>. When <isOtherType> is true, <descriptionOfOtherType> provides a free-text label (e.g., "Simple Agreement for Future Equity (SAFE)"). Multiple flags may be true simultaneously.
Business combination (Item 10). <businessCombinationTransaction> contains <isBusinessCombinationTransaction> (boolean) and an optional <clarificationOfResponse>.
Minimum investment accepted (Item 11). <minimumInvestmentAccepted> — an integer dollar amount (e.g., 0, 1000, 100000, 1000000).
Sales compensation (Item 12). <salesCompensationList> contains zero or more <recipient> elements. Each has:
<recipientName> — name of the person or firm receiving compensation<recipientCRDNumber> — FINRA CRD number (zero-padded), or "None" when not applicable<associatedBDName> — associated broker-dealer firm name, or "None"<associatedBDCRDNumber> — broker-dealer CRD number, or "None"<recipientAddress> — structured address<statesOfSolicitationList> — either <value>All States</value> for nationwide solicitation, or a sequence of <state>/<description> pairs listing individual states<foreignSolicitation> — boolean indicating whether solicitation occurred outside the U.S.The list may be empty (no compensation paid), or may contain multiple recipients with detailed state-level solicitation coverage.
Offering and sales amounts (Items 13-14). <offeringSalesAmounts> contains <totalOfferingAmount> (dollar figure or "Indefinite"), <totalAmountSold> (dollar figure), <totalRemaining> (dollar figure or "Indefinite"), and an optional <clarificationOfResponse>. Indefinite amounts are common for open-ended fund offerings.
Investors (Item 14). <investors> contains <hasNonAccreditedInvestors> (boolean), optionally <numberNonAccreditedInvestors> (integer, present when the flag is true), and <totalNumberAlreadyInvested> (integer count of all investors to date).
Sales commissions and finders fees (Item 15). <salesCommissionsFindersFees> provides <salesCommissions> and <findersFees>, each containing <dollarAmount> and an optional <isEstimate> boolean. An optional <clarificationOfResponse> may describe the compensation arrangement in free text.
Use of proceeds (Item 16). <useOfProceeds> contains <grossProceedsUsed> with <dollarAmount> (payments to related persons from gross proceeds) and an optional <isEstimate> flag. A <clarificationOfResponse> may provide narrative detail on how proceeds are used.
Signature block. <signatureBlock> contains <authorizedRepresentative> (boolean indicating whether the signer is an authorized representative rather than the issuer itself) and one or more <signature> elements, each with <issuerName>, <signatureName> (the signature as rendered, which may include /s/ prefix), <nameOfSigner>, <signatureTitle>, and <signatureDate> in YYYY-MM-DD format.
A single JSON object with the following fields:
Identifiers and timestamps. id — 32-character hexadecimal unique identifier. accessionNo — EDGAR accession number in dashed format (e.g., "0002098455-25-000001"). formType — "D" or "D/A". filedAt — ISO 8601 timestamp with timezone offset. effectivenessDate — YYYY-MM-DD date string.
Description. description — human-readable label combining the form title with the exemption items cited (e.g., "Form D - Notice of Exempt Offering of Securities - Item 06b" or "Form D/A - Notice of Exempt Offering of Securities: [Amend] - Item 06b Item 3C Item 3C.1").
Links. linkToFilingDetails — the XSL-rendered HTML on SEC.gov. linkToTxt — the complete SGML submission text file. linkToHtml — the EDGAR filing index page. linkToXbrl — always empty (Form D does not use XBRL).
Items. items — array of strings enumerating the exemption items and Investment Company Act sections cited. Typical values: "Item 06b: ", "Item 06c: ", "Item 3C: Investment Company Act Section 3(c)", "Item 3C.1: Section 3(c)(1)", "Item 3C.7: Section 3(c)(7)". The text after the colon may be blank or carry the statutory description.
Document list. documentFormatFiles — array of objects listing submission documents. A typical filing has three entries: (1) the XSL-rendered HTML at xslFormDX01/primary_doc.xml with sequence "1" and blank size (generated on the fly), (2) the raw XML at primary_doc.xml with sequence "1" and a numeric byte-count size, and (3) the complete submission text file (.txt bundle) with blank sequence and type fields. Each entry carries documentUrl, type ("D", "D/A", or blank), size, and optionally description.
Entity information. entities — array containing one object for the filing entity, with: companyName (entity name with role suffix such as "(Filer)"), cik (unpadded numeric string), type (form type), fileNo (SEC file number, typically 021-xxxxxx series), irsNo (IRS EIN, or "000000000" for foreign or non-applicable entities), act (always "33"), filmNo (EDGAR film number), stateOfIncorporation (two-letter U.S. state postal code or EDGAR proprietary country code such as "E9" for Cayman Islands), and optionally fiscalYearEnd (four-digit MMDD string).
Empty arrays. dataFiles and seriesAndClassesContractsInformation are always empty for Form D filings.
Each record folder contains the complete structured content of the Form D filing (XML), the EDGAR filing-index metadata (JSON), and the SEC's HTML rendering. No substantive data is omitted. The complete SGML submission text file is referenced via URL in metadata.json but is not stored as a separate file in the folder. Image files from the original EDGAR submission are excluded, though Form D filings rarely contain images.
Because Form D is a purely structured XML filing, there are no financial statements, narrative exhibits, or attached PDF documents. The XML and its HTML rendering constitute the entire filing content. The SGML submission text file (.txt wrapper) is accessible via the linkToTxt URL but is not included as a file in the record folder.
Amendments and chaining. Form D/A filings are complete restatements, not incremental deltas — the entire form is re-filed with updated values. The <previousAccessionNumber> element in the XML links each amendment to the prior filing. To reconstruct an offering's full history, chain amendments backward through these references. The formType "D/A" in metadata and <submissionType>D/A</submissionType> in XML both identify amendments.
Indefinite offerings. Many pooled investment funds file with "Indefinite" total offering and remaining amounts. These are open-ended offerings that accept subscriptions on a rolling basis without a capped total.
CIK representation. The CIK appears in both metadata.json (unpadded numeric string, e.g., "2098455") and XML (zero-padded to 10 digits, e.g., "0002098455"). Both refer to the same entity.
Clarification-of-response fields. Several XML sections (<businessCombinationTransaction>, <offeringSalesAmounts>, <salesCommissionsFindersFees>, <useOfProceeds>) contain optional <clarificationOfResponse> elements that carry free-text narrative. These are the only unstructured text fields in the filing and can contain substantive detail about compensation arrangements, proceeds usage, or offering terms.
State-level solicitation data. The <statesOfSolicitationList> in sales compensation recipients uses two different formats: a single <value>All States</value> for nationwide solicitation, or individual <state>/<description> pairs for selective state coverage. Parsing logic must handle both structures.
Non-accredited investor detail. When <hasNonAccreditedInvestors> is true, the <investors> block includes <numberNonAccreditedInvestors> as a separate count. When false, this element is absent.
Entity-type related persons. The <relatedPersonName> structure is designed for individuals, but issuers sometimes encode entity names (e.g., an investment manager firm) by placing the entity name in <lastName> with a placeholder like "--" in <firstName>.
EDGAR country codes. The stateOfIncorporation field in metadata uses EDGAR's proprietary country-code system for non-U.S. jurisdictions (e.g., "E9" for Cayman Islands, "X2" for British Virgin Islands), not ISO country codes. U.S. states use standard two-letter postal abbreviations.
Schema stability. The XML schema X0708 and the three-file record structure have remained consistent since September 2008, when electronic Form D filing became mandatory. The only significant content change was the introduction of exemption code 06c (Rule 506(c)) in September 2013 following the JOBS Act, which added a new valid value to the <federalExemptionsExclusions> element without altering the schema structure.
The filer is always the issuer of the securities. The Form D filer population is far broader than Exchange Act reporting companies. Any entity or individual that offers or sells securities under Regulation D or Section 4(a)(5) must file. For most Form D filers, this is their only SEC filing; many obtain a CIK solely for this purpose.
Common filer types include:
The form also names related persons (executive officers, directors, promoters) and sales compensation recipients (broker-dealers, placement agents, finders), but these parties are not the filer.
Each filing identifies the specific exemption relied upon:
A single filing may claim multiple exemptions or exclusions.
Form D is event-driven, not periodic.
Initial filing (submission type "D"). Rule 503 requires the issuer to file no later than 15 calendar days after the first sale of securities in the offering. "First sale" means the date the first investor becomes irrevocably committed to purchase. Issuers may also file before any sale occurs; the form accommodates a "yet to occur" status for the first-sale date.
Amendments (submission type "D/A"). Required for any material change in previously filed information and as an annual update if the offering continues more than one year after the most recent filing. Common triggers for amendments include changes in total amount sold, investor count, sales compensation recipients, issuer name or address, and officers or directors. Long-lived fund offerings routinely generate annual D/A filings spanning a decade or more.
Form D and registration statements both document securities offerings, but they sit at opposite ends of the disclosure spectrum. An S-1 or Form S-3 is a pre-sale document reviewed by the SEC before securities can be sold to the general public. It runs to hundreds of pages and includes audited financial statements, risk factors, management discussion, and underwriting terms. Form D is a post-sale notice with roughly two dozen structured fields, no financial statements, and no SEC review. The filer populations barely overlap: S-1/S-3 filers pursue public-market access, while Form D filers (startups, private equity funds, hedge funds, real estate syndications) typically never list securities publicly. Form D captures a vast population of capital raises that never appear in any registration statement dataset.
Both Form C and Form D relate to exempt offerings and share a handful of fields (issuer identity, security type, offering amount, amount sold). The differences are structural. Form C requires financial statements, risk factors, officer compensation, and use-of-proceeds disclosure; Form D requires none of these. Form C offerings are sold through registered intermediaries to the general public, including non-accredited investors, with individual investment limits and a $5 million annual cap. Rule 506 offerings under Regulation D have no dollar cap and sell primarily or exclusively to accredited investors with no intermediary requirement. Form C filings are far less numerous. The two datasets serve different markets: Form C covers retail crowdfunding; Form D covers institutional and accredited-investor private placements.
Form 1-A is the offering statement for Regulation A "mini-IPOs" (up to $75 million in Tier 2). Like a registration statement, it requires SEC qualification before sales begin and includes an offering circular with financial statements, risk factors, and business description. Tier 2 filers also take on ongoing periodic reporting (Forms 1-K, 1-SA, 1-U). Form D requires no qualification, no offering circular, and no ongoing reporting. The filing is a brief post-sale notice, not a pre-sale disclosure document. From a data standpoint, Form 1-A contains narrative text amenable to NLP analysis, while Form D is purely structured XML suited to quantitative screening of offering volume, geography, and exemption type.
Many private funds appear in both datasets: the fund files Form D when it raises capital, and the fund's adviser lists the same fund on Form ADV Schedule D. The overlap is at the entity level, not the content level. Form D records a specific offering event (amount sought, exemption claimed, number of investors, sales compensation recipients). Schedule D records the adviser's ongoing management relationship (fund gross asset value, beneficial owner count, fund type, auditor, legal structure). Form D is event-driven; Form ADV is updated on an annual cycle with interim amendments. A researcher tracking how much capital a fund raised uses Form D. A researcher surveying the landscape of professionally managed private funds uses Form ADV Schedule D.
Form PF is a confidential filing by investment advisers above certain asset thresholds, collecting detailed data on leverage, portfolio composition, counterparty exposures, and liquidity. Many funds reported on Form PF also have Form D filings. The critical difference is access and scope: Form D is public and narrow (announcing an offering and its basic terms), while Form PF is confidential and broad (detailing portfolio-level risk characteristics). Form PF data is available only to regulators; Form D data is freely available on EDGAR. Only Form D is usable for external research on private fund capital formation.
Form D is the only SEC filing that serves as the primary public record of Regulation D private placement activity. Three features make it distinct: (1) it is a post-sale notice rather than a pre-sale disclosure document, separating it from all registration statements, offering statements, and crowdfunding filings; (2) it captures offering-level data from the issuer's perspective, separating it from adviser-filed disclosures like Form ADV Schedule D and Form PF that describe the same funds from a management or risk-monitoring angle; and (3) its structured XML format with a narrow field set makes it uniquely suited to large-scale quantitative analysis of exempt offering markets, at the cost of containing no narrative disclosure, financial detail, or portfolio-level risk data.
Form D is the only machine-readable public record of exempt private offerings in the United States. The following teams depend on it for distinct workflows.
Monitor new filings to spot companies raising capital before press announcements. Key fields: issuer name, industry group, jurisdiction and year of incorporation, total offering amount, total amount sold, securities type (equity, debt, SAFE, convertible note), exemption rule (504, 506(b), 506(c)), and minimum investment accepted. Amendment history (Form D/A with previous accession number) lets analysts reconstruct fundraise timelines and distinguish initial closings from later ones.
Benchmark a client's planned offering against peer filings by exemption code (06b, 06c, 04), security type, inclusion of non-accredited investors, offering duration, and sales compensation structure. The related-persons list (executive officers, directors, promoters) informs control-person disclosure obligations. Amendment frequency signals how often issuers expand offerings post-filing.
Verify that offerings recommended or sold by the firm are properly noticed with the SEC. The sales compensation list — names, CRD numbers, and states of solicitation — is cross-referenced against internal records to confirm the firm's role is accurately reflected and solicitation stays within registered jurisdictions. The 506(b) versus 506(c) distinction determines whether general solicitation is permitted, which directly governs marketing compliance.
Track exempt offering activity in their jurisdictions for blue-sky enforcement. Focus on issuer address, states of solicitation in the sales compensation section, non-accredited investor participation, issuer-size fields (revenue range, aggregate net asset value), and total amount sold. These fields flag offerings targeting state residents, detect restricted-investor violations, and reveal serial issuers with overlapping related persons across multiple vehicles.
For pooled investment fund issuers, the filing discloses fund type (hedge, PE, VC, other), Investment Company Act registration status, aggregate net asset value range, and investor count. Administrators reconcile these against fund books and confirm timely annual amendments. Formation attorneys benchmark peer filings for minimum investment thresholds, exemption pairings (e.g., Rule 506(b) with Section 3(c)(1) or 3(c)(7)), and typical offering durations when structuring new funds.
Track fundraise progress by monitoring total offering amount, total amount sold, total remaining, and investor count across new filings and amendments. The sales compensation list names competing intermediaries on a given offering. Minimum investment accepted and non-accredited investor status signal the target investor profile.
Study private capital markets using structured XML fields consistent from 2008 onward: industry group, revenue range, total offering amount, total amount sold, investor and non-accredited investor counts, exemption codes, issuer address, state of incorporation, and year of incorporation. Applications include measuring aggregate Regulation D volume over time, comparing 506(b) versus 506(c) adoption, mapping geographic distribution of private capital formation, and analyzing intermediary networks through sales compensation data.
Parse Form D XML to feed commercial products such as private-company funding trackers and compliance screening tools. Core extracted fields: issuer name, CIK, entity type, industry group, offering amounts, security types, exemption codes, related persons, and sales compensation recipients. The previous accession number in amendments is essential for deduplication and building longitudinal offering records. Previous-name lists support entity resolution across filings.
Flag suspicious patterns: outsized offerings by recently incorporated entities, high non-accredited investor counts under exemptions meant for sophisticated purchasers, overlapping related persons across many vehicles, and indefinite offering amounts with minimal sales over long periods. The related-persons list combined with address and entity-type data supports network analysis linking issuers, promoters, and intermediaries.
Reconstruct a private target's capital-raising history: total capital raised, exemptions used, investor count and accreditation status, outstanding security types, and intermediaries involved. The amendment trail shows how the offering evolved; minimum investment and offering duration reveal fundraising strategy. This supplements the target's own disclosures and helps buyers assess capitalization complexity.
Chain Form D and Form D/A filings using the <previousAccessionNumber> field to reconstruct a single offering's progression. Compare <totalAmountSold> and <totalNumberAlreadyInvested> across successive amendments to measure capital inflows over time. This supports deal-sourcing teams monitoring fundraise velocity and placement agents assessing how quickly competing offerings are closing.
Filter initial Form D filings (submission type "D", date of first sale not yet occurred or within recent days) by exemption code (06b, 06c, 04), industry group, issuer jurisdiction of incorporation, and total offering amount. VC and PE sourcing teams use this to surface new capital raises before press coverage, narrowing by security type (equity, debt, SAFE via <isOtherType> descriptions) and minimum investment threshold.
Extract the <salesCompensationList> to identify every intermediary on an offering by name, CRD number, associated broker-dealer, and states of solicitation. Compliance teams cross-reference CRD numbers against FINRA BrokerCheck and internal records to confirm that solicitation activity stays within registered jurisdictions and that the firm's role is accurately disclosed. The 06b versus 06c exemption code determines whether general solicitation was permitted.
Filter filings where <industryGroupType> is "Pooled Investment Fund" and extract <investmentFundType> (hedge, PE, VC, other), <is40Act> registration status, <aggregateNetAssetValueRange>, investor count, and paired exemption codes (e.g., 06b with 3C.1 or 3C.7). Researchers and fund formation attorneys use this to benchmark fund structures, minimum investment thresholds, and exemption pairings across peer vehicles.
Flag combinations of risk indicators across filings: recently incorporated issuers (<yearOfInc> within five years) with outsized <totalOfferingAmount>, high <numberNonAccreditedInvestors> under Rule 506(b), indefinite offering amounts with minimal <totalAmountSold> over extended periods, or overlapping <relatedPersonInfo> names and addresses across multiple issuer CIKs. State regulators and investigative analysts use these signals to prioritize enforcement reviews and map networks of related promoters.
Parse <entityName>, <cik>, <issuerPreviousNameList>, and <edgarPreviousNameList> to resolve entity identity across filings. Combine with <totalAmountSold>, security types, and investor counts from each filing to assemble a capital-raising profile per issuer. The <previousAccessionNumber> field enables deduplication of amendments from distinct offerings. Data engineering teams feed these normalized records into commercial funding trackers and compliance screening platforms.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-d-files.json
This endpoint returns metadata about the Form D Files Dataset, including the dataset name, description, last updated timestamp, earliest sample date, total records and total size, form types covered (D, D/A), the container format (ZIP), and content file types (XML, JSON). It also provides the download URL for the entire dataset archive and a list of all individual container files with per-container metadata such as file size, record count, last updated timestamp, and download URL. No API key is required to access this endpoint.
You can use this API to monitor which monthly containers have been updated in the most recent refresh run, allowing you to selectively download only the containers that changed rather than re-downloading the full archive each day.
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{
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"datasetId": "1f13365b-9ade-61d4-a8f7-7bdebd757b3c",
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"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-d-files.zip",
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"name": "Form D Files Dataset",
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"updatedAt": "2026-04-22T03:02:03.510Z",
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"earliestSampleDate": "2008-09-01",
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"totalRecords": 1494902,
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"totalSize": 6824663450,
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"formTypes": ["D", "D/A"],
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"containerFormat": "ZIP",
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"fileTypes": ["XML", "JSON"],
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"containers": [
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{
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"downloadUrl": "https://api.sec-api.io/datasets/form-d-files/2026/2026-04.zip",
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"key": "2026/2026-04.zip",
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"size": 43618676,
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"records": 12004,
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"updatedAt": "2026-04-22T03:02:03.510Z"
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}
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]
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}
Download Entire Dataset: https://api.sec-api.io/datasets/form-d-files.zip?token=YOUR_API_KEY
Downloads the complete Form D Files Dataset as a single ZIP archive containing all monthly containers. This endpoint requires an API key passed as the token query parameter.
Download Single Container: https://api.sec-api.io/datasets/form-d-files/2026/2026-04.zip?token=YOUR_API_KEY
Downloads an individual monthly container ZIP file instead of the full dataset. Each container holds all Form D and D/A filing documents for a given month. This endpoint requires an API key passed as the token query parameter.
The Form D Files Dataset covers Form D and Form D/A filings — the SEC notice of exempt offering of securities filed under Regulation D (Rules 504, 506(b), 506(c)) or Section 4(a)(5) of the Securities Act of 1933.
Each record represents a single EDGAR accession — one Form D or Form D/A filing. The record folder contains three files: the complete Form D XML (primary_doc.xml), EDGAR filing-index metadata (metadata.json), and an SEC-generated HTML rendering.
The issuer of the securities must file. This includes private operating companies, pooled investment funds (hedge funds, PE funds, VC funds), SPVs, real estate issuers, foreign private issuers, and any other entity selling securities under a Regulation D exemption or Section 4(a)(5).
Form D is event-driven, not periodic. Issuers must file within 15 calendar days of the first sale of securities, and amendments are required for material changes or annually if the offering continues beyond one year. The dataset is refreshed in monthly containers.
The dataset begins on September 15, 2008, when electronic Form D filing became mandatory on EDGAR. Coverage extends through the most recent monthly refresh. Pre-2008 paper filings are not included.
The dataset is distributed as monthly ZIP archives. Each record folder contains an XML file (SEC schema X0708), a JSON metadata file, and an HTML rendering. The ZIP containers can be downloaded individually by month or as a single full-dataset archive.
Form D records a specific offering event from the issuer's perspective — amount sought, exemption claimed, investor count, and sales compensation recipients. Form ADV Schedule D records the adviser's ongoing management relationship with the same fund — gross asset value, beneficial owner count, auditor, and legal structure. Form D is event-driven; Form ADV follows an annual update cycle.