Most 2026 "Private Equity Fund" Form Ds target under $5M
Median 'Private Equity Fund' Form D target fell from $11.8M in 2023 to $2.5M in 2026, much of it from two filing addresses. Three fields flag the small ones.
Contents 5 sections
This covers new Form Ds that checked the "Private Equity Fund" box and stated a size. In 2023 the median one targeted $11.8M. In 2026 so far it targets $2.5M. More than half of this year's filings that state a size ask for less than $5M, and two thirds of those carry a series, SPV, syndicate, sidecar or co-invest name.
So if you count new PE managers off EDGAR by that checkbox, a growing share of what you count is small vehicles named as series, syndicates or sidecars. The box is one line in Item 4 of Form D (opens in a new tab), sitting under "Pooled Investment Fund", and the filer picks it. Nothing on the form asks whether the vehicle holds one company or twenty.
Three fields on the notice, the issuer name, the minimum investment and the adviser link, show which of these filings deserve a closer look.
What the checkbox covers in 2026
We pulled every new (non-amendment) Form D in the register that checked "Private Equity Fund" and gave a dollar figure for total offering amount. Filings marked "Indefinite" are left out, since they have no size to compare. Then we split them at a $5M target, by filing year.
New Form D notices only, fund type Private Equity Fund, stated total offering amount
From 2020 to 2023 the share under $5M held between 34.8% and 38.9% each year. The climb starts in 2024.
The rise isn't spread evenly. Most of it comes from two places on the address line.
One Delaware town and one BVI town
In 2026, 43.3% of the sub-$5M filings give Claymont, Delaware as the issuer's principal place of business. In 2023 that share was 0%. 72.8% of the Claymont sub-$5M filings are series of a single master LLC, named in the issuer field as "a Series of CGF2021 LLC", and those series alone make up 31.5% of this year's sub-$5M filings.
A typical one is mSq Space II a Series of CGF2021 LLC (opens in a new tab), which targets $290,050. The median Claymont filing under $5M targets $400,000. In 2026 the first CGF2021 LLC series filed on February 23, and new ones were still arriving on October 29. A second master, "CGF2026 LLC", started filing series on October 8.
The second place is Road Town, British Virgin Islands. Its 2026 filings under $5M all have names ending in "Ltd", such as 01xyz CC Ltd (opens in a new tab) ($597,416 target). Every 2026 Road Town filing under $5M gives a $0 minimum, and the median target is $255,750. Only 4.5% carry a series, SPV, syndicate, sidecar or co-invest word. tenka SC Syndicate Ltd (opens in a new tab) ($156,000 target) is one of those. Road Town peaked earlier: 14.1% of sub-$5M filings in 2024, 27.3% in 2025 and 6.2% in 2026.
Put together, the two towns account for 49.6% of 2026's sub-$5M "Private Equity Fund" filings.
| Filing year | 2023 | 2024 | 2025 | 2026 |
|---|---|---|---|---|
| Under $5M, all | 38.6% | 44.4% | 48.2% | 58.4% |
| Under $5M, two towns out | 38.6% | 40.4% | 40.2% | 42.3% |
| Median, all | $11.8M | $7.1M | $5.1M | $2.5M |
| Median, two towns out | $11.8M | $10.0M | $10.0M | $7.8M |
"Two towns out" leaves out Claymont and Road Town filers.
With the two towns left out, the share under $5M moved only from 38.6% to 42.3%. The median still fell to $7.8M, so the drift toward smaller targets is wider than two addresses. It's just slower.
New York State was already mostly small
Among New York State filers, 61.6%, 60.1% and 61.5% of "Private Equity Fund" filings targeted under $5M in 2023, 2024 and 2025, and 56.1% in 2026 so far. Two examples: VBW SBP Sidecar II, LLC (opens in a new tab) and 9Yards Opportunities LP - Series 39 (opens in a new tab), each filed as its own offering. New York's share stayed flat and then fell, so the national rise isn't coming from New York filers.
Three fields where small filings differ from large ones
The split being compared is target size: 2026 filings under $5M against those at $5M or more. None of these fields is proof on its own. Read together, they point you to the filings worth a closer look, and all three sit on the first pages of the notice or one search away.
New 'Private Equity Fund' Form Ds filed in 2026 with a stated total offering amount
1. The issuer name (Item 1). Look for "Series", "SPV", "Syndicate", "Sidecar" or "Co-Invest" in the legal name. 67.2% of 2026's sub-$5M filings carry one of those words, against 29.8% of the larger ones. Leave out Claymont and Road Town and it's still 46.8% against 27.3%. A name that reads like a target company plus "a Series of" some master LLC is the clearest tell. A numbered series under a sponsor's own LP is the next clearest.
2. The minimum investment (Item 11). Item 11 (opens in a new tab) asks for the minimum investment accepted from any outside investor. A $0 minimum is a tell only in Claymont and Road Town. Elsewhere, 19.3% of the small filings give a $0 minimum, against 40.7% of the large ones.
The useful split is among filings that give a minimum above $0: the median is $10,013 under $5M and $100,000 at $5M or more. Only 8.2% of those small filings ask for $100,000 or more, against 58.3% of the large ones. A blind-pool PE fund with a ticket that small is unusual enough to be worth a second look.
3. The adviser link. A pooled PE fund is usually run by an adviser that reports it as a private fund on Form ADV. Search the issuer or its sponsor on the SEC's adviser search (opens in a new tab) and check Schedule D for the vehicle. A match is a positive signal. 5.7% of 2026's sub-$5M filings link to an adviser's Form ADV record, against 16.3% of the larger ones. If a 2026 vehicle isn't on Form ADV, recheck it after the adviser's next annual Form ADV amendment.
Some large filings pass all three checks. Nile Capital Group Fund II, LP (opens in a new tab) targets $300M with a $1,000,000 minimum and ties to Nile Capital Group Holdings LLC. Hood River Private Growth Fund I-QP, LP (opens in a new tab) targets $250M with a $100,000 minimum and ties to Hood River Capital Management LLC.
An adviser link doesn't make a filing a blind pool, though. AI CNGL Fund III a Series of SecondMarket Growth LLC (opens in a new tab) targets $1,793,474 and shows a series name under a master LLC, a Claymont address, a $25,000 minimum and an adviser link to SecondMarket Financial, LLC. Read the three fields together, not the adviser link alone.
Using this on your own list
If you track new managers or first-time funds from EDGAR, flag filings with a stated target under $5M and run the three checks on them rather than dropping them. For anything that reads like a fund, confirm the adviser on Form ADV. The funds index lists private funds as advisers report them on Form ADV, each with its adviser and size, so you can check a Form D issuer against it in one search.