In the year to September 2026, 264 of 8,917 private offerings (3.0%) told the SEC that a quarter of the round or more was paid, or will be paid, to their own executives, directors or promoters, up from 179 of 8,386 (2.1%) in the year before.

How we counted

A Form D is the notice a company files with the U.S. Securities and Exchange Commission after it sells shares or other securities privately. Item 16 asks how much of the gross proceeds has been or will be used for payments to any of the company's executive officers, directors or promoters, and lets the company add a clarification.

• Every Form D signed between 2024-10-01 and 2026-09-30 is counted in the quarter of its signature date.
• One offering is counted once, in the quarter of its first notice. When a company amends a Form D in that same quarter, the amendment replaces the filing it amends, so only the latest figures of that quarter count. An amendment signed in a later quarter is not a new offering and is not counted in that later quarter. Its figures do not go back and change the earlier quarter either: the page reports what each notice said when it was signed. An offering whose first notice was signed before 2024-10-01 is in none of the eight quarters.
• Two or more notices from the same issuer in the same quarter with the identical total offering amount, amount sold and item 16 are one offering, counted once. Two issuers with identical figures stay two offerings, and the same issuer with different figures stays as separate offerings.
• Left out, with the reason for each: investment funds (the form's own industry group says pooled investment fund), because a fund's payments to its manager are fees, not a company paying its own people; earlier filings replaced by an amendment in the same quarter, amendments of an offering first filed in an earlier quarter, and repeat notices with identical figures, so one offering is counted once; listed companies, because this count is about private companies; ordinary pay, where the clarification says the amount is compensation, salary, wages, payroll, a bonus, a stipend, benefits, a fee, services or work, or a payment by the month or the year, unless it says the amount is not pay or that it is a buyback, redemption or secondary sale; property and other single-asset vehicles (trusts, series, pools, property, hotel, energy and real estate issuers), whose payments are fees to their manager; general use of proceeds, where the clarification describes how the company will use the money in general (operating expenses, working capital, construction, product development, or a pointer to item 13) and names no payment to an officer, director or promoter, and no buyback, redemption, secondary sale, loan repayment or reimbursement to one, because that is the company's whole use of proceeds and not a payment to its insiders (a notice with no clarification stays counted); and offerings that have sold nothing yet, where item 16 is a plan for money not raised.
• Reimbursements of expenses an insider paid and repayments of loans an insider made stay counted, because the form's own wording covers them. They are marked as such in the table and the files.
• Item 16 is a disclosed use of proceeds, not a finding of wrongdoing.
• Totals count every offering. The table and the files can leave out a company for a short time, before its own page is published.
• Share of the round is item 16 divided by the amount sold (item 13). When item 16 is larger than the amount sold so far, it is divided by the total offering amount instead, as the rules below say. The classes above come from fixed keyword rules applied to the filing's own clarification; nobody reads intent into them.

From every filing to the count, Q3 2026

Each filing is taken out once, at the first step that applies, in the order shown. The steps add up to the count.

When item 16 is larger than the amount sold

Item 16 is money that has been or will be paid; the amount sold is what has come in so far. So a filing made early in a round can report more under item 16 than it has sold. These rules settle every such filing. They are tried in the order shown; the first match decides, and none is settled by hand.

How to reproduce the count

The SEC publishes every Form D each quarter as downloadable Form D data sets (sec.gov, Form D data sets), grouped by the quarter a notice was filed. This page groups notices by the quarter they were signed, so a notice signed late in a quarter can sit in the next quarter's data set; at the time of writing the data set for the third quarter of 2026 had not yet been published, and every notice can also be read on its own filing page, linked from each row and in each file.

1. Take every Form D signed in the quarter (the latest signature date on the notice).
2. Take out every notice whose industry group is pooled investment fund.
3. Where an amendment signed in the same quarter names an earlier notice as the one it amends, keep only the amendment.
4. Follow each amendment's chain of earlier notices back to the offering's first notice. Keep the offering only in the quarter its first notice was signed: take out amendments signed in a later quarter, and every notice of an offering whose first notice was signed before 2024-10-01.
5. Where one issuer has two or more notices left in the quarter with the identical total offering amount, amount sold and item 16, keep one.
6. Take out issuers whose shares trade on a stock exchange.
7. Read the clarification of item 16 and take out the notice when it describes ordinary pay or a fee, a service or work, as listed above, or when the issuer is a trust, series, pool, property, hotel, energy or real estate vehicle by its name or industry group.
8. Take out the notice when its clarification only describes the general use of the money, as listed above, and names no payment to an officer, director or promoter and no buyback, redemption, secondary sale, loan repayment or reimbursement to one. Keep every notice that gives no clarification.
9. Where item 16 is larger than the amount sold: take the notice out if nothing has been sold or if the total offering amount is indefinite; otherwise measure item 16 against the total offering amount.
10. What is left is the count. An offering is at a quarter of the round or more when item 16 is at least 25% of the amount sold, or of the total offering amount under the rule above.

The limits. A Form D is the company's own notice and is not audited. Item 16 can have ordinary reasons, for example the company buying back shares from a founder or repaying money a director lent it, as the filing itself may say. An amount can be an estimate, and the form has no field for when the payment was made. This page states what the filings report and nothing more.

Cite this: MentionFox, "Paid to insiders, Q3 2026", https://mentionfox.com/paid-to-insiders/2026-q3, figures as of 2026-10-08.