Regulation D Offering Data: What CRE Sponsors Raise

By Commertize Desk · Published 2 November 2026

The SEC's Regulation D statistics, updated 22 September 2026, report that issuers sold $2,391.5 billion of securities under Regulation D in calendar 2025 across 34,553 new offerings. The median offering sold $2.5 million. The mean was $62.3 million. Those two figures together describe the market a commercial real estate sponsor actually operates in: a small number of very large pooled funds, and tens of thousands of deals the size of a single building.

The 2025 dataset in one table

The figures below come from the SEC's Regulation D offerings statistics, covering 2009 Q1 through 2026 Q2 and last updated 22 September 2026. They count what issuers reported on Form D, so the SEC notes they can understate the true total where issuers did not file.

| Measure, calendar 2025 | Rule 506(b) | Rule 506(c) | All Regulation D |
|---|---|---|---|
| New offerings | 30,315 | 3,989 | 34,553 |
| Amount sold | $2,248.4B | $142.6B | $2,391.5B |
| Median amount sold | $2.6M | $2.0M | $2.5M |

Three readings follow directly. First, 506(c), the exemption that permits general solicitation if every purchaser is verified as accredited, carried about six percent of dollars and about twelve percent of new offerings. Twelve years after it took effect, the public-advertising route is still the minority route. Second, the median 506(c) deal is smaller than the median 506(b) deal, which fits a market where the sponsors using general solicitation are the ones who lack a pre-existing investor list. Third, the first half of 2026 ran ahead of 2025: $767.2 billion sold in the first quarter and $841.5 billion in the second.

Where real estate sits in the data

The SEC's current statistics group non-fund issuers into categories that do not break out real estate. The most detailed public breakdown remains the SEC Division of Economic and Risk Analysis white paper, Capital Raising in the U.S.: An Analysis of the Market for Unregistered Securities Offerings, 2009 to 2017, published August 2018. Its real estate findings are the ones a sponsor should hold onto.

• Deal size. Real estate issuers had a mean offering of $11 million and a median of $2 million over 2009 to 2017. That median has barely moved since: the all-issuer median in 2025 was $2.5 million.
• Share of the market. Real estate was the third-largest non-fund industry by dollars sold, at 14.0 percent of the non-fund total, behind banking and technology.
• Cost of distribution. Real estate issuers were the heaviest users of placement intermediaries, paying commissions or finder's fees on 37 percent of offerings. Non-fund issuers using an intermediary paid an average total fee of about 5.5 percent of the amount raised, more than double the roughly 2 percent paid by fund issuers.
• Who invests. About 398,000 investors participated in Regulation D offerings in 2017, and non-accredited investors appeared in only 9 percent of offerings.

Put the pieces together and the profile of a typical CRE private placement is clear. It sells about $2 million to a handful of accredited investors, often with a broker in the middle taking a mid-single-digit fee, and the interests then sit unlisted until a sale or refinancing.

The scale of the asset class behind the offerings

The equity raised under Regulation D sits on top of a debt stack the Federal Reserve measures each quarter. The Financial Accounts of the United States, Z.1 release of 11 September 2026, put commercial mortgages outstanding at $4,011.5 billion at the end of the second quarter of 2026, with a further $2,493.4 billion of multifamily residential mortgages. Roughly $6.5 trillion of property debt needs equity beneath it, and the equity side is raised a building at a time through the deals in the table above.

That mismatch in scale is the point. The debt market has standardised instruments, daily pricing and deep secondary trading. The equity market beneath it, as the Form D data shows, is fragmented into tens of thousands of small, bespoke, unlisted placements.

What the data says about offering design

A sponsor reading these figures can draw three conclusions about how to structure the next deal.

The binding constraint is distribution, not demand. A median of $2.5 million sold per offering, with real estate paying the highest intermediary fees in the dataset, says the cost of finding and onboarding each investor is what caps a raise. The distribution cost is a function of how many investors a sponsor can afford to process, which is why minimum tickets of $50,000 to $250,000 persist. Our worked example on lower investment minimums for CRE sponsors runs the arithmetic on what changes when the per-investor cost falls.

The exit is the missing term. Form D records what is sold at issuance and nothing about what happens afterward, because for most of these interests nothing does. A limited partnership interest in a single-asset entity has no venue and no transfer mechanism beyond a sponsor-consented assignment. Transferability does not by itself produce a buyer, a point we set out in why a transferable interest is not yet a liquid one, but an interest that can be recorded, verified and settled digitally is at least eligible for a secondary market, and a paper LP interest is not.

506(c) is underused for a reason that is changing. The exemption's small share of the market reflects the friction of verifying every purchaser's accredited status. That verification is a documentation problem, and documentation problems are the kind that digital recordkeeping removes. A register that holds each holder's verification status alongside their interest, and enforces transfer eligibility at the point of transfer, turns the 506(c) burden from a per-investor chore into a property of the instrument. A plain-language definition of what that register is sits in our explainer on what RWA tokenization is.

How to read the next release

The SEC updates its Regulation D tables quarterly, and the Form D data sets behind them are downloadable for anyone who wants to cut them by industry code, state or exemption. A sponsor benchmarking a planned offering should look at three lines: the 506(c) median, which signals whether general-solicitation deals are getting larger; the mean-to-median gap, which signals how concentrated dollars are in large funds; and the number of new offerings, which signals whether the market is adding issuers or only adding dollars. The 2025 figures show a market that is enormous, fragmented and expensive to distribute into, and that is the market a tokenized interest is designed for.

What to do next

If you have a commercial property you are considering bringing to market, start at Commertize's commercial real estate tokenization page.

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