Private Placement Information
The Corporate Financing Department oversees member firm participation in retail private placements through FINRA's filing program pursuant to Rules 5122 and 5123. In 2025 alone, FINRA received over 2,900 filings. The Department conducts a risk-based review of each offering, collecting detailed data in the process.
The offerings reflected in FINRA’s filings represent a distinct segment of the Regulation D market: broker-sold retail private placements. This is a small fraction of the overall private capital market. Most private offerings do not involve broker-dealers, and many broker-sold offerings are sold exclusively to institutional investors. In 2023-2025, member firms filed 7,838 private placements pursuant to Rules 5122 and 5123, compared to a total of 98,839 Regulation D offerings filed by issuers with the SEC during the same timeframe.
As private markets continue to evolve, FINRA is committed to increasing transparency and fostering greater public understanding of this marketplace. The charts and information below reflect the 7,838 private placement filings submitted to FINRA pursuant to Rules 5122 and 5123 during the period 2023-2025.*
*Universal note: Under Rules 5122 and 5123, multiple member firms may file separately for the same private placement offering. Most of the 7,838 filings represent distinct offerings, but duplicates exist and may impact certain data categories.
I. Offering Deal Size
| Table 1.3 Average and Median Deal Size within Deal Size Categories | ||
|---|---|---|
| Deal Size by Category | Average Deal Size ($) | Median Deal Size ($) |
| Less than $1M | 302 thousand | 210 thousand |
| $1M to less than $10M | 3.9 million | 3.0 million |
| $10M to less than $25M | 16.0 million | 15.5 million |
| $25M to less than $100M | 47.1 million | 44.8 million |
| $100M or More | 324.2 million | 150.4 million |
Data are based on Private Placement initial filings submitted to FINRA by member firms in accordance with FINRA Rules 5122 and 5123. Private Placements sold by member firms represent a segment of the total private capital market.
Note: "Deal size" is based on maximum offering proceeds. The figures above represent the subset of total offerings filed with FINRA pursuant to Rules 5122 and 5123 during the period 2023-2025 for which the maximum offering proceeds were known (6,883). In 955 filings, the maximum offering proceeds were unknown.
II. Number of Member Firms Participating in the Offering
| Table 2.3 Average and Median Deal Size by the Number of Member Firms Participating | ||
|---|---|---|
| Number of Firms Participating | Average Deal Size ($) | Median Deal Size ($) |
| 1 Member | 45.7 million | 9.0 million |
| 2-5 Members | 74.2 million | 20.0 million |
| 6-10 Members | 60.5 million | 29.6 million |
| More than 10 Members | 120.4 million | 47.5 million |
III. Issuer Industry
| Table 3.2 Percentage of Filings by Major Industry Types, by Year | ||||
|---|---|---|---|---|
| Issuer Type | Total | 2023 | 2024 | 2025 |
| Fund Issuers | 28% | 25% | 27% | 32% |
| Non-Fund Issuers - Total | 65% | 70% | 66% | 60% |
| Non-Fund Finance | 4% | 4% | 4% | 4% |
| Real Estate | 35% | 37% | 34% | 35% |
| Operating Companies | 25% | 28% | 28% | 21% |
| Others | 7% | 5% | 6% | 8% |
Data are based on Private Placement initial filings submitted to FINRA by member firms in accordance with FINRA Rules 5122 and 5123. Private Placements sold by member firms represent a segment of the total private capital market.
Note: We use the industry group classifications as defined in the SEC Form D. Table 3.1 represents the top ten industry types by percentage of total filings. Not included are those industry types that comprise less than 0.4% of offerings (e.g., travel, restaurants) and the category of “other” industry type. “Funds” or “Fund issuers” are pooled investment funds. To derive offerings made by operating companies, we aggregate the various existing industry groups that are not banking and financial services or real estate (i.e. technology, healthcare, energy, manufacturing, retailing, business services, travel, restaurants, and agriculture).
IV. Type of Security
Data are based on Private Placement initial filings submitted to FINRA by member firms in accordance with FINRA Rules 5122 and 5123. Private Placements sold by member firms represent a segment of the total private capital market.
Note: The “Other” security type comprises offerings of both debt and equity securities, simple agreements for future equity (SAFEs) and simple agreements for future tokens (SAFTs).
V. Reliance on General Solicitation
Data are based on Private Placement initial filings submitted to FINRA by member firms in accordance with FINRA Rules 5122 and 5123. Private Placements sold by member firms represent a segment of the total private capital market.
Note: “Other Exemptions” comprise Rule 504, Rule 506(b), Section 4(a)(2) of the Securities Act, and “other” or “unknown” as provided by the filing firm.