Q1 2026 Startup Funding Report: What 2,508 SEC Filings Show

00. Methodology

Methodology

This report covers all Form D filings with a filing_date between 2026-01-01 and 2026-03-31, as indexed by FlareSight from SEC EDGAR. FlareSight ingests new filings within hours of submission, assigns stage and sector classifications through a combination of SEC industry codes and enrichment, and stores them in a structured database queryable at /sec-form-d-database.

This analysis covers equity offerings filed under Regulation D (506(b) and 506(c)). It includes all filing types: new filings and amendments. Where a company filed multiple amendments in Q1, each filing is counted once. Dollar amounts reflect the total offering amount disclosed on the form, which may include amounts sold plus amounts remaining to be sold. Filings with no offering amount reported are included in deal counts but excluded from dollar totals.

All numbers in this report are derived directly from the FlareSight database. No estimates or third-party aggregations were used.

01. The big picture

The big picture

2,508 companies filed Form D in Q1 2026. Total reported offering amounts came to $33.1 billion across the quarter. That is a rough figure: Form D discloses the total offering size, not the amount closed, and large vehicles like investment funds file alongside early-stage startups.

The month-by-month trend: January led in count (873 filings, $10.5B), February held steady (791 filings, $9.7B), and March closed the quarter with the strongest dollar volume (841 filings, $12.9B). The March spike tracks with the typical end-of-quarter close push most equity deals follow.

The median deal size was $1.1 million. The mean was $13.7 million. That gap is significant: a handful of very large raises distort the average. The P95 deal in Q1 2026 was $45.7 million. 95% of deals fell below that. The market that press covers and the market that files with the SEC are not the same market.

Q1 2026 monthly dollar volume. Bar width proportional to total raised. Right column: filing count. (3 filings had no parseable filing month and are included in the Q1 total but excluded from monthly breakdown.)

02. Where the money went

Where the money went

Sector coverage in Form D is partial: roughly 10% of Q1 filers had a sector classification in our database at the time of this analysis (259 of 2,508). The rest filed without a mapped industry vertical. The sector numbers below reflect the enriched subset, not the full universe.

Among classified filings, Biotech was the clear leader by both count and dollars: 86 companies, $1.32 billion in total offerings. Manufacturing followed at 42 companies, $505 million. Pharma placed third by count (19 companies, $236 million).

Two numbers stand out. First, Finance (7 companies, $587 million): a small number of large structured vehicles drove outsized volume. Second, Industrials (6 companies, $350 million): this sector consistently shows up underrepresented in VC press coverage but disproportionate in SEC filings. Defense, aerospace, and manufacturing companies raise through Reg D without a TechCrunch story.

Bar width = filing count. Right columns: count, total raised. Enriched subset only (259 of 2,508).

03. What stage

What stage

Pre-Seed dominated by count: 958 companies (38.2% of Q1 filings), raising $258 million total. Seed was second at 624 companies (24.9%), $1.51 billion. Series A: 474 companies (18.9%), $3.21 billion. Series B: 251 companies (10.0%), $5.34 billion.

Growth-stage rounds (157 companies, 6.3% of filings) accounted for $22.8 billion: 68.8% of total Q1 dollar volume. Those 157 deals set the headline number. The other 2,351 deals split the remaining $10.3 billion.

One structural note: Form D undercounts later-stage activity. Large rounds often use 506(c), which allows public solicitation. Some late-stage issuers choose alternative exemptions or don't file at all when the round involves institutional investors under carve-outs. The Pre-Seed and Seed numbers are more representative of actual market volume than the Growth-stage totals.

04. Where it happened

Where it happened

Delaware artifact first: Claymont, DE (300 filings) and Newark, DE (54), Wilmington, DE (32), and Dover, DE (35) dominate the raw location count because many companies register their legal entity in Delaware but operate elsewhere. These four Delaware cities account for 421 filings combined. Excluding them, the actual operating-location data looks like this:

New York led at 183 filings. San Francisco second at 85. Denver third at 52, followed by Greenwich, CT (46), Dallas (44), Chicago (36), Burlington, VT (36), Austin (34), and Los Angeles (29). Boston was 15th at 26.

Two non-obvious callouts. Denver at 52 matches Austin's trajectory from three years ago. It is the clearest climber in the dataset. Vancouver, BC (coded A1) appeared at 47 filings: Canadian companies raising from US investors routinely file Form D even when their principal office is outside the US.

05. Notable raises

Notable Q1 2026 raises

The table below is sourced directly from FlareSight's Form D database. Every row corresponds to a verified SEC filing. Amounts reflect the total offering amount disclosed on the form. Company slugs link to the full filing detail on FlareSight's company search.

06. What press missed

What press missed

70.3% of Q1 2026 Form D filings reported an offering amount under $5 million. Those 1,763 companies raised collectively, filed with the SEC as required, and received essentially zero press coverage. They are not in Crunchbase. They are not in TechCrunch. They exist in one place: the SEC EDGAR filing system, and tools that index it.

This is not a small-print caveat. It is the core data gap in the funding intelligence market. Press coverage is a filter on deals above a rough $5 million threshold, deals with a VC firm willing to put out a statement, and deals in sectors journalists track. The remaining 70% files in silence.

For a sales rep targeting recently funded companies, that 70% is not noise. It is the list that no competitor has yet. A $1.1 million seed round (the Q1 median) means a company that just received fresh capital, is actively building a stack, and has not yet formed vendor relationships or signed any annual contracts.

The press-vs-filing lag compounds the coverage gap. Even when a round does get announced, the Form D typically precedes it by 11 to 30 days. FlareSight indexes new filings within hours of submission to EDGAR. By the time TechCrunch publishes the announcement, the company has already been in the FlareSight database for two weeks.

07. How to use this data

How to use this data

The Form D dataset is a prospecting primitive. Here is what it enables in practice.

1. Sales prospecting. Filter FlareSight's company database by filing date, stage, sector, and amount. Pull the executive names from the filing. Reach them before any competitor knows the round closed. The 30-day post-filing window is when budget is loose and vendor lists are not yet locked.
2. Sector analysis. Track which sectors are receiving the most capital and deal flow by quarter. The Biotech-heavy Q1 picture reflects real capital deployment patterns, not just press narrative. Use the funding database to filter by sector and watch deal volume shift quarter over quarter.
3. Founder benchmarking. Founders can use the stage distribution data to contextualize their own raise. If 38% of Q1 raises were Pre-Seed and 25% were Seed, and the median was $1.1 million, that is the actual market, not the median of the press-covered subset. The primary-source database gives a ground-truth picture that aggregators built on announcements cannot replicate.

08. Data caveats

Data caveats

Form D is a disclosure form, not an audited record. Total offering amounts can include amounts not yet sold. Amendments update prior filings and may increase or change the reported amount. A company filing a $50 million total offering may have only sold $8 million at the time of filing.

Stage and sector classifications in FlareSight are assigned programmatically based on SEC industry codes, round type, and enrichment signals. 89.7% of Q1 filers did not have a sector classification at query time: those companies are counted in deal totals but excluded from sector breakdowns.

Delaware incorporation artifacts inflate DE city counts. Filings where the listed address is a registered agent office rather than the company's operating location will appear under Delaware cities. The location data in this report has been filtered to exclude known registered agent cities when analyzing operating geography.

This report will not self-update. Stats reflect the FlareSight database as queried on 2026-05-23. New filings for Q1 (amendments, late submissions) may have arrived since. The live database reflects the current state.

Last updated: 2026-05-23