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Text

Staff Report

from the

Office of the Advocate

for Small Business

Capital Formation

FISCAL YEAR 2025

SMALL BUSINESS

ADVOCACY

OFFICE

This is a report by the staff of the U.S. Securities and Exchange

Commission Office of the Advocate for Small Business Capital

Formation. The Commission has expressed no view regarding the

data, analysis, or statements contained herein.

i |

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

OPENING MESSAGE ABOUT THIS STAFF REPORT

This Staff Report has been compiled by the SEC Office of the Advocate for Small

Business Capital Formation.

The SEC Small Business Advocate Act of 2016 added Section 4(j) to the Securities

Exchange Act of 1934 (the Exchange Act) to establish within the Commission the

Office of the Advocate for Small Business Capital Formation (the Office) to be

headed by the Advocate for Small Business Capital Formation (the Advocate).

Section 4(j)(6)(D) of the Exchange Act provides that the Advocate shall submit an

annual report on the activities of the office directly to the applicable committees

of Congress.

Stacey Bowers served as the Advocate throughout Fiscal Year 2025, and in

October 2025, she departed the SEC. Since the Commission does not presently

have an Advocate to submit a statutory annual report to Congress pursuant to

Section 4(j)(6)(D) of the Exchange Act, the staff in the Office have prepared this

report to be released by the Commission. This Staff Report is being issued in lieu

of the annual report on activities described in Section 4(j)(6) of the Exchange Act.

This Staff Report presents data across three company lifecycle stages to provide

a fulsome picture of what is happening in the small business marketplace

and highlights the Office’s work over the last year. The Office hopes that this

Staff Report will help small businesses, investors, and all who support them to

understand how capital is being raised and invested, and by whom.

The Office staff would like to thank Stacey Bowers for bringing her experience,

perspective, and passion to the Office. During her time as the Advocate, Stacey

contributed to the growth of the SEC’s online educational resources that seek

to empower entrepreneurs and their investors, expanded the Office’s listening

sessions with leaders of small business capital formation around the country, and

gave a voice to entrepreneurs and investors by advocating for policy changes on

their behalf. Thank you, Stacey, for your public service and tireless support for our

small but mighty small business team.

STA FF R EPORT: FI SCA L YEA R 2025

CONTENTS

MISSION: Who We Are

DATA: State of Capital Formation

Small and Emerging

Businesses and Exempt

Offering Data

Mature and

Later-Stage

Businesses

Initial Public

Offerings and Small

Public Companies

THE OFFICE: What We Do

COMMITTEE:

Highlights

ENDNOTES:

All the Details

STA FF R EPORT: FI SCA L YEA R 2025

iii

MISSION

Who We Are

he Small Business Advocacy Office was established in January 2019 via the

bipartisan SEC Small Business Advocate Act of 2016 to advance the interests of

small businesses and their investors at the SEC and in the capital markets, from

early-stage startups raising initial capital, to later-stage private companies whose

founders and investors are seeking liquidity, all the way to smaller public companies. As

part of its statutory mission, the Office seeks to identify problems that small businesses

have with securing access to capital, including any unique challenges faced by minorityowned, women-owned, rural, and natural disaster area small businesses and their

investors.1 We advocate for small businesses and their investors in capital raising by:

Engaging

through outreach

and education

Analyzing

Helping

the impact of rules

and regulations

navigate capitalraising pathways

We engage with small businesses and their investors from around the country to hear

their perspectives on issues facing the small business ecosystem, from policy, to changing

trends in capital raising, to the complexities of the capital-raising regulatory framework,

to unique challenges and opportunities of different demographic groups and geographic

regions. The insight we gain from our events and conversations with small business

marketplace participants provides timely, practical feedback to inform the Commission’s

policymaking as well as the Office’s further outreach and educational efforts.

STA FF R EPORT: FI SCA L YEA R 2025

DATA

State of Capital

Formation

2 |

SE C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Why data?

We seek to provide a comprehensive snapshot of the state of U.S. small business capital

formation, bringing together many important pieces of the capital formation story into

one resource to aid in evaluating the current flow of capital between investors and

small businesses. Data reflecting the successes and challenges in small business capital

raising supplements the feedback and other anecdotal evidence our office receives

throughout the year. Informed by this data, we can better identify what tools, strategies,

and approaches would be most helpful in crafting policy solutions and developing

educational resources. The data provided in this report is derived from public filings

with the SEC, as analyzed by the SEC’s Division of Economic and Risk Analysis (DERA),

and supplemented with data and analysis from third parties.

Where to start?

Mature and later-stage

businesses

Small public

companies

COMMON

FUNDING

SOURCES

Self-funding

Grants

Loans

Friends and family

Crowdfunding

Angel investors

Incubator/Accelerator

Pre-seed and seed

Venture capital (VC) funds

Corporate venture capital

Family offices

Initial public offerings (IPOs)

Other registered offerings

Exempt offerings

(e.g., private placements

or offshore offerings)

Businesses range

from small businesses

funding early operations

to high-growth

startups raising capital

to launch prototypes

and products.

These businesses

are generally growing

and looking for larger

amounts of capital to

fund operations of scale,

ventures into new product

lines, and preparation for

public markets.

These later-stage

businesses have access

to a larger pool of capital,

enhanced liquidity,

reputational benefits, and

are subject to rigorous SEC

reporting requirements.

Given the wide-ranging

options for funding, the top

industries vary based

on funding source.

Software

Pharma and Biotech

Commercial Products

and Services

Health Care

Consumer Goods

and Services

IT Hardware

Health Care

Technology

Manufacturing

Banking and Financial

Services

Business Services

TOP

INDUSTRIES

RAISING

CAPITAL2

Small and emerging

businesses

BUSINESS

STAGE

LIFE CYCLE

STAGE

To allow small businesses, investors, and market participants to find the data that is

most relevant to them we have organized this report by life cycle stage of the business.

STA FF R EPORT: FI SCA L YEA R 2025

Small and Emerging

Businesses and Exempt

Offering Data

his stage of the company lifecycle includes both small businesses in the earliest

stages or whose operations may not fit the typical target of VC fund investments,

as well as high-growth startups that are seeking to raise capital to get off the

ground and launch early prototypes.3

Why is access to capital for small businesses so important?

Small businesses remain central to our society, economy, and the

American dream.

The U.S. is home to

36.2 million

small businesses

From 2023 to 2024,

U.S. small businesses created

(46% of U.S. private sector employment).4

nearly 9 of 10 net new jobs.5

54% of people are thinking about

starting a new business in 2025.6

82% of Americans view entrepreneurship

as a good career choice.7

However, the cost to start a business often prevents entrepreneurs from

achieving this dream.

Money

is the biggest

barrier to

entrepreneurship.8

4 |

48% of entrepreneurs stated

they would start a business if

they had more money.9

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Early-stage entrepreneurs continue to face financial

challenges and need capital.

Ongoing access to capital remains a barrier for entrepreneurs.

94%

In 2024,

of small

businesses experienced

financial challenges, including:10

80%

In 2025, over

early-stage businesses experienced

macro-economic challenges related to:11

General economic uncertainty

Rising costs of

goods, services,

and/or wages

Paying

operating

expenses

Uneven

cash flow

89%

Access to capital

84%

Tariffs

83%

Fundraising landscape

81%

Access to affordable capital remains a challenge for entrepreneurs.

81% of small business owners who applied for a business loan or

line of credit found it difficult to access affordable capital.12

40% of small businesses seeking financing and credit

products sought less than $50,000 in capital.13

Access to

Capital

Over the last decade, the number of small banks

decreased by 49%.14

Entrepreneurs reported access to capital as the #1 obstacle

limiting growth in their business.15

“

One of the most important steps for the survival and growth of a new business

venture is securing start-up capital.

NORC AND KAUFFMAN; EPOP 16

STA FF R EPORT: FI SCA L YEA R 2025

Why were small businesses seeking financing?17

56%

Meet operating expenses

46%

Expand business or pursue new opportunity

40%

Have available credit

Repair or replace assets

27%

Businesses with

revenues of $25,000 or less

Refinance or pay debt

27%

sought financing primarily

for this reason.18

In addressing financial challenges, more small businesses relied on personal

funds and cash reserves than used external funds.19

55%

Used

personal

funds

51%

48%

Used

cash

reserves

Raised

prices

38%

Used external

funds with

repayment

36%

Cut staff,

hours, or

downsized

Received grants

or donations

24%

Made late

or no

payment

For small businesses that seek

external funding,

there are a variety of pathways, and entrepreneurs often

combine multiple capital strategies to fund their business.20

LOAN

Business credit cards (used

by 16% of entrepreneurs)

Bank loans (used by

14% of entrepreneurs)

Friends and family loans

(used by 6% of entrepreneurs)

Venture Capital (used

by 4% of entrepreneurs)

Grants (used by

3% of entrepreneurs)

Crowdfunding (used by

2% of entrepreneurs)

Government loans (used by

over 13% of entrepreneurs)21

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

For all pathways, many of the small businesses that sought funding in

2024 did not receive all of the funding they requested.22

Of the roughly 25% of small businesses that

applied for a loan or line of credit,

72% received some funding, and

43% received the total amount requested.23

Of the roughly 25% of small businesses that

applied for venture capital,

17% received some funding, and

14% received the total amount requested.24

Of the roughly 25% of small businesses that

applied for a grant,

12% received some funding, and

8% received the total amount requested.25

Of the roughly 20% of small businesses

that applied for crowdfunding,

11% received some funding, and

7% received the total amount requested.26

How does access to startup capital change between first-time and

experienced founders?27

First-tme founders’

funding applications were

less to receive any amount

likely of requested funding.

“

The strength of the entrepreneurial community lies in its ability to adapt and

innovate. By fostering financial strength and removing barriers to growth,

we empower entrepreneurs to thrive and create lasting opportunities for the

entire community.

SHANNAN HERBERT, WACIF28

STA FF R EPORT: FI SCA L YEA R 2025

Many entrepreneurs need support and networks to grow and

scale their businesses.

Startups benefit from technical support when seeking funding.

64%

of small businesses

need technical

assistance to

access capital.29

of small business

owners did not apply

for financing because

they didn’t know

where to start.30

11%

Entrepreneurs with strong networks have more success.31

Startups with well-connected lead

investors have lower failure rates.33

20%

Founders plugged into mentor

networks tend to have more resilient

business plans and higher confidence

when approaching lenders.32

19%

18%

10%

Series A

Series B

Series C

16%

Series D+

Failure rate of startups led by well-connected investor

Failure rate of startups led by peripheral investor

Strong investor networks benefit both founders and investors.34

Investors’ networks benefit startups

through their connections to

founder networks, potential

customers, and investors.

8 |

Investors with strong networks are

more likely to have a greater

deal flow and receive early tips

about potential startups.

SE C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Entrepreneurial support organizations, such as accelerators, benefit the

larger ecosystem.35

Geographic areas that

added a new accelerator

also saw increased VC

deal flow.36

Leveraging an accelerator’s

platform reduces search costs

for startups seeking investors and

investors seeking startups.37

Accelerators help screen,

mentor, coach, and build

networks of startups, reducing

the information imbalance.38

Startups that graduated from an

accelerator or incubator have a higher

funding rate (5.4% compared to

2.9% for those who did not attend).39

In 2024, 25% of all VC deals

were with a business that

participated in an entrepreneurial

support program.40

More than 13K businesses

from entrepreneurial

support programs across

the country have raised

over $200B in VC funding

over the last 15 years.41

What do entrepreneurs prioritize in selecting an investor?

60%

of entrepreneurs prioritized

investors that provided

thought partnership or

tangible support, such

as customer introductions.42

16%

of entrepreneurs prioritized

investors with a

name-brand firm, the

largest check size, or

the best deal terms.43

STA FF R EPORT: FI SCA L YEA R 2025

What is the role of an angel investor?

Angel investors and accredited investors: What do these terms mean?

Angel investors are generally high-net-worth individuals who invest their own money

directly in emerging businesses. Most angel investors are accredited investors, and

many are current or former entrepreneurs themselves.44

For companies,

the accredited investor definition may determine

who is in their pool of potential investors.

For investors,

the accredited investor definition may determine

whether they are eligible to invest.

What does the pool of accredited investors look like?

Those individuals qualify based on:

Household net worth

10%

13%

Household income

Personal income

of the U.S. population

qualifies as an

accredited investor.45

Specialized expertise

Accredited investors are

nearly 3X more likely

to be interested in

investing in new or private companies

as compared to the total U.S. population.46

10 |

SE C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Angel investors are a vital component in creating the next generation

of startups.

78% of angel

deals invested in

25% of successful

startups were funded

by angel investors47

first-time CEOs48

$17.9 billion in angel

investments in 2024

(3.1% decrease from 2023)50

56% of angel deals

were in seed rounds and

48% of angel dollars

went to seed companies.49

445,535 active angel

investors in 2024

Angel

Investors

(5.5% increase from 2023)51

Each angel investment

created 4.1 jobs52

M OR E I

received angel funding in

2024 (consistent with 2023)53

55,346 businesses

OF INVES

STA FF R EPORT: FI SCA L YEA R 2025

What is happening with seed fundraising?

A pre-seed or seed round is typically a company’s first funding round.54 This round may

include funding from friends and family, angel investors, or early-stage funds. Capital at

this stage is often used for product development and market research.55

Diving in further, what do typical pre-seed and seed rounds look like?56

Pre-Seed

Typical amount raised

Seed

$50,000 – $250,000

$1M – 5M

Friends and family, crowdfunding,

angel investors, pre-seed and

Investor profiles

seed VC funds, incubators, and

accelerators.

Idea validation, team formation,

initial prototype, market research,

Typical stage/use of funds

development of a minimum

Angel investors, pre-seed and

seed VC funds, incubators,

accelerators, and seed funds.

Product development,

testing, and refining, market

fit testing, marketing

development, documented

viable product.

traction and milestones.

Mirroring overall market trends, seed deals increased in size.

Average and median seed deal values57

$6.8M

Average Deal Value

$4.8M

$4.1M

$3.3M

$2.3M

$2.8M

$3.0M

$4.7M

$3.1M

$3.6M

unds

ur seed ro

ere

the

In 2015, th on. This past year,

over $25

of $25 m

d rounds

X.58

numb

creased 10

million in

Median Deal Value

2021

2022

2023

2024

2025*

*As of June 30, 2025

As seed rounds increased, so did the time between seed and Series A.59

2.1 years

The median time between raising a seed round and Series A

increased to 2.1 years in 2024—84% longer than in 2021

(up from 1.2 years in 2021).

12 |

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Overall, the share of pre-seed and seed deals across VC declined.60

3,922

3,635

In the first half of 2025, pre-seed

and seed deals represented

3,739

3,072

2,817

2,466

28% of VC deal count

2,580

(down from 34% in 2024 and

35% in 2023), and

2,401

1,866

6% of VC deal value

(down from 8% in 2024 and

10% in 2023).

$9B

$10B

$15B

$10B

$8B

2021

2022

Deal Value

2023

2024

$9B

2025

Deal Count

What does it take to raise a seed round?61

Contacting 200+ investors

Raising a

$3 – 4 million

seed round

can mean that founders are:

Conducting 60+ first meetings

Having 20 – 30

follow-up meetings

Advancing 5 – 7

into diligence

Resulting in 1 – 2 viable term sheets

“

The asset class has grown from a select few seed-stage firms writing small

checks, to thousands of seed funds that back fledgling startups. Early-stage

funds and multistage funds also began investing at seed, with some writing

larger checks at this stage. With that growth, the category of seed investment

also became elastic and grew to include pre-seed, seed, and pre-Series A.

GENE TEARE, CRUNCHBASE62

STA FF R EPORT: FI SCA L YEA R 2025

What regulatory pathways have companies (excluding

pooled funds) been using to raise capital?63

How have companies been using exempt offering pathways?

An exempt offering—sometimes referred to as a private offering—is commonly used

to describe the offer and sale of securities that is exempt from registration under the

Securities Act. Each exemption has specific requirements that a company must meet.64

Exempt Offerings

Rule 506(c)

Rule 504

General Solicitation

Offerings

Limited Offerings

$24 billion

$300 million

Other Exempt

Offerings

(Reg S and Rule 144A)

$1 trillion

Rule 506(b)

Regulation A

Private Placements

Mini-IPOs

Crowdfunding

$378 billion

$1.2 billion

$235 million

How have companies been using registered offerings?

A registered offering—often referred to as a public offering—is commonly used to

describe an offer and sale of securities that has been registered under the Securities

Act. Companies that would like to offer securities to the public through a registered

offering must file a registration statement and may not sell the securities until the

registration statement is effective.65

Registered Offerings

Other Registered

Offerings

$1.4 trillion

Initial Public Offerings

$47 billion

14 |

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

What regulatory pathways have pooled funds been using to

raise capital?

What has been happening with pooled funds?

A pooled investment vehicle is an entity—often referred to as a fund—that an adviser

creates to pool money from multiple investors. Each investor makes an investment in the

fund by purchasing an interest in the fund entity, and the adviser uses that money to make

investments on behalf of the fund. Investors generally share in the profits and losses in

proportion to their interest in the fund.66

There was $126 trillion invested in the U.S. capital markets as of the end of 2024,

distributed as follows:67

$40 trillion

$31 trillion

$55 trillion

assets invested in

Registered

Funds

Private

Funds

Separately

Managed Accounts

d for

accounte

VC funds

n in assets

$1.7 trillio

e overall

1.3% of th

.68

al markets

How have pooled funds been using exempt offering pathways to raise capital?69

Other Exempt Offerings

(Reg S and Rule 144A)

$169 billion

Rule 506(b)

Private Placements

$1.9 trillion

Rule 506(c)

General Solicitation Offerings

$100 billion

How have pooled funds been using registered offerings to raise capital?70

Registered Offerings

by pooled funds

Total Flows into Registered Funds

(measuring the movement of cash into funds)

$10.3 trillion

Initial Public

Offerings

Other Registered

Offerings

$11 billion

Net Cash Flows into

Registered Funds

$478 billion

STA FF R EPORT: FI SCA L YEA R 2025

How much did U.S. public and private companies (excluding

pooled funds) raise from investors?71

U.S. private companies raised

36% ($840 billion)

U.S. public companies raised

of all capital raised by U.S. companies.

64% ($1.5 trillion)

of all capital raised by U.S. companies.

How have different industries been using the top 3

offering pathways?72

Banking and

Financial Services

$577B

Technology

$205B

$58B $134M

Energy

$200B

$8B $31M

$51B $129M

Business Services

$57B

Manufacturing

$135B

$4B $150M

Health Care

$103B

$23B $30M

Real Estate

$51B

Hospitality, Retailing,

Restaurants

$147B

$212M

$51B $427M

$30B $1B

Registered Offerings

16 |

Regulation D

Regulation A

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

What has been happening with Regulation

Crowdfunding offerings?

A Regulation Crowdfunding offering permits a business to offer and sell its securities

to the investing public through crowdfunding. Crowdfunding generally refers to a

financing method in which money is raised through an online platform, soliciting

relatively small individual investments or contributions from a large number of people.73

Other

58% of issuers were

less than 3 years old.75

SAFE

25%

Equity

43%

Debt

31%

43% of

crowdfunding

offerings were

for equity.74

The average length of an offering

was around

6 months

(with the median about 4 months).78

The average check size

per investment was

$1,500

(26% increase from 2023).80

778

388

722

357

269

262

713

281

81% of issuers have

assets.77

$114,000 was

the median raise in 2024.

$368,000 was

the average successful

campaign raised.79

Nearly 1 of every 2 investment

841

755

The average number of

employees of an issuer was

728

checks was directed toward a

557

$1M or larger deal.81

225

Of businesses that completed at least one

308

successful crowdfunding offering

2022

2023

2024

2025

New Form C Filings

New Form C Filings >$1.07M to $5M82

from May 16, 2016 through 2024:

0.25% completed an IPO,

2.2% were acquired, and

3.4% received VC funding.

STA FF R EPORT: FI SCA L YEA R 2025

What has been happening with Regulation D offerings?

Regulation D is a series of rules that govern certain types of exempt offerings. The following

exemptions are set forth in Regulation D: Rules 504 (sometimes called “limited offerings”),

506(b) (sometimes called “private placements”), and 506(c) (sometimes called “general

solicitation offerings”). Each rule has specific requirements that a company must meet.84

Pooled funds accounted for most of the amounts raised under Regulation D,

but a little less than half of the offerings.85

11,946

9,703

11,351

9,147

8,190

8,573

8,407

8,689

7,200

$1,013B

$1,069B

$1,527B

$134B

$165B

$149B

2022

7,195

8,017

7,557

8,124

8,225

$899B

$970B

$890B

$89B

$93B

2023

$265B

$1,106B

$138B

2025

2024

Amounts Raised by Pooled Funds

New Offerings by Pooled Funds

Amounts Raised by Other Issuers

New Offerings by Other Issuers

Diving further into pooled fund offerings, the vast majority of capital is raised

by 3(c)(7) funds, which are limited to investors that are qualified purchasers.86

7,231

4,883

3,831

3,620

3,807

2,759

2,900

3,016

4,034

4,116

3,331

3,365

3,899

3,115

$850B

$977B

$1,370B

$906B

$730B

$845B

$951B

$55B

$57B

$73B

$32B

$49B

$31B

$36B

2025

2022

2023

Amounts Raised by 3(c)(1) Funds

New 3(c)(1) Fund Offerings

2024

Amounts Raised by 3(c)(7) Funds

New 3(c)(7) Offerings

Over the past 3 years, operating companies raising capital under Regulation D

were most often in their first few years of operations.87

82%

18 |

of operating companies raising

capital under Regulation D were

less than 3 years old.

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

What has been happening with Regulation A offerings?

Regulation A offerings are sometimes called "mini-IPOs" and allow eligible companies to

raise up to $20 million in a 12-month period in a Tier 1 offering and up to $75 million in a

12-month period in a Tier 2 offering through a process similar to, but generally less expensive

than, a registered offering.88

The amounts and number of offerings have increased since the lows in the

first half of 2024.89

190

164

174

165

149

145

$2.8B

$2.3B

$2.0B

$1.5B

2022

2023

$1.9B

$1.2B

2024

Amounts Sought in Qualified Offerings

New Initiated Offerings Seeking $50M or Less

ge check

The avera

2,300 an

size was $

ffe

95% of o

uity.

$1.7B

2025

New Initiated Offerings

New Initiated Offerings Seeking >$50M and $75M

From June 19, 2015 through 2024, the vast majority of offerings under

Regulation A were Tier 2 offerings.91

By amount sought,

93%

of qualified offerings were

Tier 2 offerings.92

By number of offerings,

81%

of qualified offerings were

Tier 2 offerings.93

Companies using Regulation A to raise capital tended to be relatively

small and young.94

6.7 years

$18.4M

$1.9M

Average number of employees:

Average issuer age:

Average total assets:

Average revenue:

1 in 8 companies

generated a net profit.

37%

of offerings tested

the waters.

STA FF R EPORT: FI SCA L YEA R 2025

Founder and Investor Demographic Data95

Women continued to start small businesses and create jobs.96

OPEN

18% of women

participate in

2 million

U.S. businesses

entrepreneurial

activities.97

are women-owned or

equally women- and

men-owned.98

19 million people

are employed by womenowned or equally

women- and men-owned

businesses.99

From 2019 to 2024, the number of new

women-owned businesses grew by 17%.100

Women founders face challenges that can hinder expansion and growth.101

Access to

funding

Less

established

networks

20 |

66% of women entrepreneurs believe

that access to capital is critical to

their startup’s success.102

42% of women entrepreneurs who

applied did not secure a bank loan.103

50% of women entrepreneurs struggle to

find help to start their business.104

27% of women entrepreneurs lacked

mentorship.105

SE C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Why did founders not apply for financing?106

60%

48%

28%

12%

21%

Women-owned

Men-owned

Had sufficient financing

Debt averse

Discouraged

High credit cost

Women-owned businesses tended to seek less startup capital.107

A women-owned business is

1.8X more likely

to seek $25,000 or less in funding.108

35%

19%

16%

$25,000 or less

17%

$25,001 –

$50,000

20%

$50,000 –

$100,000

Women-owned

16%

18%

11%

$100,000 –

250,000

$250,000 – $1M

More than $1M

Men-owned

While some women-founded businesses raised capital under Regulation

Crowdfunding, those businesses raised a proportionally smaller amount

of capital than companies with no women founders.109

However, only

34%

26%

of new Regulation

Crowdfunding deals had

of the total amount

raised under Regulation

Crowdfunding went to teams

with at least one woman founder.111

at least one woman founder.110

STA FF R EPORT: FI SCA L YEA R 2025

Women founders’ share of pre-seed and seed deals and capital

remained small.112

Since 2021, deals with one or more women founders have accounted for

26% of all pre-seed and seed deals, and

25% of all pre-seed and seed capital.

113

Deals with women-only founders

Deals with women and men founders

Deals with men-only founders

5,219

5,036

3,917

$0.9B $1.1B

$0.8B $0.6B $0.2B

1,602

$20B

1,455

1,013

553

503

2021

2022

Deal Value

353

293

2023

2024

3,867

110

$4B

2025*

2021

2022

1,480

$14B

821

$3B

2023

2024

$12B

$13B

276

$6B

$3B

2025*

2021

2022

2023

2024

2025*

*As of June 30, 2025

Deal Count

Small business ownership attracted founders across races and ethnicities.114

Percentage of small business owners by race and ethnicity, as compared to the U.S.

population by race and ethnicity:

75% 18% 14% 9% 1.6%

White

(Consistent

with population

share)

22 |

Hispanic/Latino

(Below

population

share of 20%)

African

American/Black

(Consistent with

population share)

Asian American

(Above

population

share of 7%)

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Native American/

Pacific Islander115

(Consistent with

population share)

Income levels may affect whether potential entrepreneurs are able to

grow personal wealth and self-fund their business.116

Household income distribution and median household income by race and ethnicity117

16%

29%

10%

18%

24%

29%

27%

21%

19%

Over $200,000

30%

$121,700

$100,000–$199,999

Under $99,999

Median Household

Income

$92,530

$83,730

$70,950

57%

41%

82%

All

Asian

American

White

$62,760

66%

71%

$56,020

73%

Native

African

Hispanic/

American and American/

Latino

Alaska Native

Black

Access to banking and related financial services may affect founders’

ability to access startup capital.118

The percentage of unbanked adults

has remained steady since 2021.119

2015

2016

2021

2019

2017

Unbanked rates by race

and ethnicity.120

2023

12%

2018

2022

2020

2024

13%

All

White

Asian

Hispanic/ African

American Latino American/

Black

Of the businesses that sought financing, most sought less than $50,000.121

66%

African American/

Black

33%

65%

Hispanic/Latino

28%

37%

62%

Asian American

20%

42%

58%

White

Native American/

Alaska Native

24%

34%

43%

16%

27%

Share of businesses that sought any amount of financing

Share of businesses that sought $50,000 or less

Share of businesses that sought more than $50,000

STA FF R EPORT: FI SCA L YEA R 2025

Many founders sought capital through a small business loan or line of

credit, but the amount received varied.122

White

47%

26%

27%

Hispanic/Latino

35%

32%

33%

Asian American

32%

39%

29%

African American/Black

27%

25%

Received All

47%

Received Most/Some

Received None

Why did founders not apply for financing?123

62%

45%

29%

18%

Already had sufficient financing

White

Asian American

33%

44%

12%

clude:

asons in

Other re

averse

• Debt

credit co sing

• Hig

ult

ss12

• Diffic

on p ce

applicati

Assumed would be denied financing

Hispanic/Latino

African American/Black

A variety of founders participated in Regulation A and Regulation

Crowdfunding offerings in 2024.125

African

Hispanic/

Asian

American/

Latino

American

Black

11%

24 |

White

70%

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Geographic Data126

Where are U.S. small businesses located?

The following map illustrates the density of small businesses by state population and

indicates the number of small businesses per 1,000 persons in that state.127

125

105

110

140

105

124

110

114

106

Less than 80

businesses per

1,000 persons

111

100

101

112

NJ 105

117

DC 107

120

101

104

127

153

100

80 – 95

businesses per

1,000 persons

104 MA

107

122

108

114

126

95 – 110

businesses per

1,000 persons

110 – 125

businesses per

1,000 persons

More than 125

businesses per

1,000 persons

What key themes arise in supportive entrepreneurial ecosystems?128

Capital availability

and homegrown

investor

communities

Connections between

education and the startupcommunity of employers

and angel investors

On-ramps and

tools to attract new

founders and plans

to retain them

Policy coalitions

that support

entrepreneurship

“

Across geographies, success is patterned, not random. The metros that consistently

turn ideas into firms do the same things well: they make capital navigable, put

education assets to work, welcome talent so it’s day-one usable, and pair state

policy with local execution, then amplify it all through networks and narrative.

NASDAQ ENTREPRENEURIAL CENTER129

STA FF R EPORT: FI SCA L YEA R 2025

105

Where did companies raise capital?

The shading of each state shows the estimated total capital raised in the 12 months ended

June 30, 2025, and the number indicates the total number of offerings in that state.130

69% of crowdfunding investments are distributed

Did you know?

outside of the top 10 crowdfunding cities.131

Regulation Crowdfunding

130

NONE

$1 – $5 MILLION

$500,000 – $1 MILLION

Regulation A

NONE

132

NJ 1

DC 4

0 MA

LESS THAN $5 MILLION

26 |

43 states.

OVER $5 MILLION

NJ 11

DC 18

A typical Regulation A issuer sought investors in

LESS THAN $500,000

4 MA

Did you know?

$5 – $20 MILLION

$20 – $75 MILLION

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

OVER $75 MILLION

3066

Regulation D Offerings

213

339

170

335

885

4383

381

2925

NONE

927

473

150

475

45 MA

1147

581

356

NJ 514

439

DC 2140

161

513

307

181

553

1720

LESS THAN $1 BILLION

182

4100

271

174

103

169

112

446

158

$1 – $5 BILLION

$5 – $20 BILLION

OVER $20 BILLION

How have incubators and accelerators affected funding for the next generation

of startups outside of traditional VC hubs?133

States outside of traditional VC hubs had a

higher percentage of incubator- and

accelerator-backed VC deals than hub states.134

Top 10 states135

Oklahoma

Wisconsin

Mississippi

North Dakota

Missouri

Alabama

Maine

Delaware

Georgia

Maryland

“

There are a lot of wonderful ESOs

across the country that each have

their own flavors, and so that ability

for them to give you that initial start,

that introduction to a lot of other

investors and mentors was critical for

our success.

ANDREW PRYSTAI, EVENT VESTA136

STA FF R EPORT: FI SCA L YEA R 2025

Rural small businesses are an essential part of rural economies and

communities.137

18% of the U.S. population lives

in a rural area.

15% of small employer

businesses are in rural areas.

Rural counties contributed

7.4 million people are employed

138

$2.2 trillion to U.S. GDP

(as compared to $19.6 trillion

contributed by urban counties).140

139

by small businesses located outside of

metropolitan areas.141

“

Rural entrepreneurship remains a cornerstone of economic development, offering

a pathway to prosperity and opportunity in areas that often face systemic

barriers to accessing capital and resources. Declining access to community

banks and persistent gaps in venture capital continue to limit the ability of rural

entrepreneurs to launch and scale innovative businesses.

AMANDA WEINSTEIN AND ADAM DEWBURY, CENTER ON RURAL INNOVATION142

Rural communities face unique challenges that affect their economic growth.143

Infrastructure challenges, including reliable internet access, transportation, and other services.144

Challenges navigating a complex web of public investment programs.145

Lower levels of financial resources due to lower population, lower

incomes, and fewer investments by large companies and philanthropies.146

40% of rural households

have an income of less than

$50,000 compared to 33%

of non-rural households.147

28 |

Only 3% of all philanthropic

dollars flow to rural

communities.148

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

While the number of rural banks declined,149 small banks remained the

primary financial services provider for rural small businesses.150

An existing relationship with a lender

50%

was the top reason that rural small business

owners pursued financing at a small bank.151

47%

32%

30%

10%

Small Bank

Large Bank

Non-Bank

Financial Company

Credit Union

Rural Small Business

None

Urban Small Business

Many rural small businesses sought funding through traditional financing,

while a smaller share sought capital from investors.152

Rural businesses accounted for:

Rural small businesses raised

proportionately less capital.154

Rural small businesses’ share of total capital

raised in exempt offerings (over 3 years):155

13%

Regulation Crowdfunding 5%

Regulation D 1%

of the small businesses that

applied for a loan, line of credit,

or merchant cash advance.153

Regulation A 0.2%

The vast majority of the capital rural small businesses raised from

investors was under Regulation D.156

Capital raised in exempt offerings by rural small

businesses over the last 3 years:157

Regulation

Crowdfunding

$38 million

Over the last three years,

Regulation D accounted for

99%

about

of the total capital raised

by rural small businesses in

exempt offerings.

Regulation D

$5.3 billion

Regulation A

$8 million

STA FF R EPORT: FI SCA L YEA R 2025

How have natural disasters affected small businesses?158

45%

of the U.S. population159 lives

in an area that was affected

by a natural disaster over the

last three years.160

of small businesses suffered

natural disaster-related losses

(up from 7% in 2023 and down

from 14% in 2022).161

s affected

Businesse

asters s

natural dis indirect

direct and

labor

including

damage,

, public

isruption

market d

age, and

ture dam

162

infrastruc

ent.

displac m

More small businesses affected by natural disasters carried property and flood

insurance than small businesses that did not experience natural disaster losses.163

Of small businesses that suffered natural

disaster-related losses,

75%

had property

insurance

17%

and

had flood

insurance

(compared to 69% and 9%, respectively,

for those that did not suffer losses

related to natural disasters).164

Small businesses affected by natural disasters were more likely to seek a

business loan.

Small businesses affected by

natural disasters were over

more likely

to apply for an SBA loan

(36% compared to 17% of those

that were not affected).165

30 |

Small businesses affected by

natural disasters were

more likely

to apply for and receive a

friends and family

loan (16% compared to 8% of

those that were not affected).166

SE C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Most small businesses affected by natural disasters applied for financing.

69%

of small businesses that suffered losses from a

natural disaster applied for financing

(compared to 58% of those not affected).167

Small businesses in affected areas raised capital from investors under various

pathways, but the vast majority of capital was raised under Regulation D.168

Share of total capital raised through exempt offerings by small

businesses in disaster-affected areas over 3 years:

Regulation Crowdfunding 51%

Regulation A 41%

Regulation D 34%

Capital raised in exempt offerings by small businesses in affected

areas over the last three years:

Regulation

Crowdfunding

$372 million

Regulation D

accounted for about

99%

of the total capital

raised by small

businesses in

areas affected by

natural disasters.

Regulation D

$193 billion

Regulation A

$1.5 billion

STA FF R EPORT: FI SCA L YEA R 2025

Mature and Later-Stage

Businesses

ompanies within this segment of the market are generally growing and looking for larger

amounts of capital, for example, to fund operations of scale, to finance new product lines,

and to prepare to access public markets. Most often, their investors are institutional in nature,

whether VC funds, private equity funds, or crossover investors from the public market.

How does VC work?

Fundraising

VCs typically raise funds

via capital commitments

from investors.

The median size of a

U.S. VC fund in 2024

was $21.3 million.169

VCs tend to invest in

high-growth companies.

Investment

VCs deployed $215 billion across

14,320 deals in 2024.170

Company Growth

Many VCs actively engage with

their portfolio companies.171

Over 63% of VCs contact

their portfolio companies

at least once a week.172

VCs generally exit through an

IPO, merger, or acquisition

of the portfolio company.

Exit

A VC fund typically has a

10-year lifecycle baseline.173

Re-investment

After proceeds are distributed

to investors, many investors

invest in new funds.

The average time between

fundraises was 2.1 years in 2024.174

32 |

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

How is VC investment activity changing?

While overall deal volume decreased, overall deal value increased.175

9,875

9,760

From H2 2024 to H1 2025, the overall VC

deal count declined by about 4% and

overall deal value increased by 33%.

10,314

7,994

8,001

7,883

6,987

6,941

6,660

$194B

$166B

$163B

$152B

$122B

2021

$84B

$91B

2022

$73B

$93B

2023

Deal Value

2024

2025

Deal Count

VC investments have continued to shift from earlier stages towards

later-stage VC investments.176

3,169

2,993

3,064

3,017

3,223

3,161

2,509

2,762

2,690

2,287

2,406

$134B

$118B

2,414

2,487

2,303

2,602

2,224

2,227

$93B

2,297

$128B

$88B

$50B

$39B

2021

$44B

$47B

$60B

$26B

$23B

2022

Early-Stage (Series A and B) Deal Value

Early-Stage (Series A and B) Deal Count

$55B

$47B

$18B

2023

$30B

2024

$26B

2025

Later-Stage (Series C and Up) Deal Value

Later-Stage (Series C and Up) Deal Count

STA FF R EPORT: FI SCA L YEA R 2025

As deals became more concentrated, deal sizes continued to increase

across funding stages.177

Median Deal Size178

In the first seven months

of 2025, roughly

40%

$100M

$104M

$100M

$91M

Series D

of all VC dollars went to

10 companies.

179

$54M

Series C

$53M

The share of deals below

$5 million fell to a

Series B

decade low of

$29M

$61M

$50M

$44M

$27M

$30M

$27M

$30M

$22M

49%

Series A

in the first half of 2025, from 55%

in 2024 and 72% in 2015.180

$10M

$12M

$10M

$12M

$14M

2021

2022

2023

2024

2025*

*As of June 30, 2025

While deals over $100 million, or mega-deals, remained a fraction of deal

count, they represented a growing percentage of overall value.181

Over the last 10 years, mega-deals

accounted for a larger share of

overall value.182

44%

30%

57%

46%

43%

34 |

2016

45%

31%

In 2024, over 50% of overall

deal value was raised by

mega-deals.183

29%

2015

2017

57%

2018

2019

2020

2021

2022

2023

SE C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

2024

Down rounds reached record high levels.184

18%

of deals, in the first half of

2025, were down rounds

(compared to 15% for 2024

and 8% for 2021).186

Factors that may influence

down round activity:185

5 Over-pricing in a

previous environment

25%

5 Operational challenges

of all Series D+ deals were

down rounds.187

5 Strategic pivot

5 Change in market

risk tolerance

n hav

ds ca ch as

Down effects, su and

ive

ees 188

negat or employ

stors.

dilutio urrent inve

some

The median time between financing rounds continued to increase.189

2.1 yrs

Series D+

1.5 yrs

2.0 yrs

Series C

1.5 yrs

9.7 years.

190

Series A + B

1.2 yrs

1.4 yrs

Seed

1.3 yrs

1.5 yrs

2020

In 2024, the median age

of a company raising

Series D+ reached

2021

2022

2023

2024

STA FF R EPORT: FI SCA L YEA R 2025

During the first quarter of 2025, VC investments into existing portfolio

companies increased, while new investments fell.191

Reinvestments, such as

follow-on and extension rounds,

increased from 44% in Q4 2024

to 52% in Q1 2025.

52%

New investments

decreased from 56% in Q4

2024 to 48% in Q1 2025.

48%

Many VC investors take active roles in their portfolio companies, offering

advice and support.192

Strategic Guidance

87%

Marketing Intros

69%

Operational Guidance

65%

Board Management Guidance

58%

Personnel Guidance

46%

Other

20%

36 |

“

Beyond funding, venture capital

can also provide expertise, industry

connections, monitoring, and

strategic guidance helping small

businesses build their reputation

and scale.

AMANDA WEINSTEIN AND ADAM DEWBURY,

CENTER ON RURAL INNOVATION193

SE C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

How is VC fundraising activity changing?

Fund managers faced a challenging environment, raising less capital

and fewer funds.194

1,629

1,737

Capital Raised

Fund Count

22%

1,195

of fund managers

found fundraising in the

first half of 2025 more

challenging than the

first half of 2024.195

700

238

$173B

$198B

$98B

$81B

2021

2022

2023

2024

$27B

2025*

*As of June 30, 2025

In 2024, capital continued to be consolidated among a few VC firms.196

30 VC firms raised

75%

of the total VC dollars

raised in 2024.197

The time required to close new funds has increased.198

The average time spent fundraising increased

from 15.9 months in 2024 to

17.4 months

during the first half of 2025—the longest

average in over a decade.199

STA FF R EPORT: FI SCA L YEA R 2025

In 2024, for the first time in a decade, emerging managers closed fewer funds

than experienced managers.200

952

949

785

680

525

501

423

538

440

$109B

363

276

265

$49B

$41B

193

648

577

162

192

$27B

$31B

$25B

$16B

$19B

$24B

$22B

$28B

$30B

2015

2016

2017

2018

2019

2020

$146B

$64B

547

$71B

$63B

$52B

2021

2022

$27B

2023

365

335

$64B

$17B

2024

131

107

$20B

$6B

2025*

*As of June 30, 2025

Experienced Firm Capital Raised

Experienced Firm Count

Emerging Firm Capital Raised

Emerging Firm Count

New and emerging fund managers tend to focus on pre-seed and seed stages.201

Within early-stage funds,

new and emerging

managers accounted for

60%

37%

of seed funds202 and

of pre-seed funds.203

In a challenging fundraising environment, a strong track record is crucial

to attract limited partners, or LPs.204

At least one GP with a strong record

98%

Spinout of a strong GP team

72%

Previous relationship

59%

Differentiated investment strategy

56%

Fund has a significant investor

“

Smaller, younger venture firms have felt the

squeeze most acutely, as LPs chose to allocate

to those with a longer record and with whom

they have pre-existing relationships, rather than

take a risk on new managers or those who have

never returned capital to their backers.

GEORGE HAMMOND, FINANCIAL TIMES205

30%

38 |

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

What is happening with VC investors or LPs?

Nontraditional investors were most active in later-stage, larger deals.206

Nontraditional investors include firms and institutions not labeled as VC funds.207

In 2024, nontraditional investors

participated in

Of the

32%

of VC deals

which

accounted

for

$168 billion

invested by nontraditional investors:

78%

of VC deal

value

72% went to later-stage deals

which accounted for

42% of the deals.208

(down from 33% of deals and up from

74% of deal value in 2023).

A larger share of investors reported that they planned to invest more capital

into VC funds in 2025.209

Down from 33% in 2024.

Invest

33%

Invest same

amount

55%

Invest

less

12%

Up from 20% in 2024.

The majority of LPs reported that they plan to keep steady or increase the

number of relationships with managers.210

71%

Decrease

17%

Increase

41%

Change

42%

of LPs are interested in early-stage new managers

(up from 57% in 2023).211

52%

of LPs are interested in late-stage new managers

(down from 55% in 2023).212

STA FF R EPORT: FI SCA L YEA R 2025

How is exit activity changing?

Companies are remaining private longer.213

From 2014 to 2024, the number

of companies remaining private

eight years or more after

receiving their first VC round

had quadrupled.214

6,364

2,849

$1,769B

1,446

$163B

$494B

2014

2019

45% of unicorns received their

first VC funding round

9 or more years ago.215

2024*

*As of August 6, 2024

Aggregate Value

Number of Companies

The private secondary market has gained traction.216

$61 billion

The U.S. secondary market was about

in the 12-month period ending on June 30, 2025,

accounting for about 32% of VC exit value.217

Secondary

32%

Other exit values

68%

25% s

Over

vesto

VC in icipated

part

have

dary

secon

in the

the la

t over 218

years

three

“

Secondaries have become increasingly dominant in the venture narrative due to

their potential to simultaneously provide liquidity to long-time investors while

startups remain private for longer.

EMILY ZHENG, PITCHBOOK219

40 |

SEC O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

In 2025, exit volume and value surpassed both the first and second half

of 2024 and acquisitions remained the dominant exit route.220

2,047

In the first half of 2025, acquisitions

accounted for 73% of exit volume

and 47% of total exit value.221

1,464

$716B

1,228

1,170

649

$51B

$44B

$28B

$150B

2021

$78B

$30B

$24B

$63B

2022

2023

$43B

$27B

$44B

$20B

$56B

$81B

2024

2025*

*As of June 30, 2025

Acquisitions

Buyouts

Public Listings

Deal Count

LPs continued to receive low distributions, contributing to a liquidity crunch.222

Distribution rate as a percentage of net asset value223

34%

31%

20%

Average distribution

rate from 2004 to 2024

Jun.

Dec.

2021

18%

Jun.

Dec.

Jun.

Dec.

2022

2023

11%

Jun.

Dec.

2024

VC investors increasingly sought opportunities for liquidity.224

From 1990 to Q3 2025, on average,

8% of shares sold in VC-backed IPOs

were sold by selling shareholders

(such as VC investors and employees).225

In 2025 (through Q3), on

average, 14% of shares sold

in VC-backed IPOs were sold

by selling shareholders.226

In 2025, 85% to 92% of private fund

investors opted to sell rather than

roll-over into a continuation fund

(up from 75% to 80% in 2024).227

STA FF R EPORT: FI SCA L YEA R 2025

Founder and Investor Demographic Data228

Women founders’ share of VC capital and deals remained small.229

Since 2021, deals with one or more woman founder accounted for

24% of all VC deals and

19% of all VC capital.

230

Deals with women-only founders

Deals with women and men founders

Deals with men-only founders

9,175

8,502

7,285

7,468

$279B

$6.3B $3.8B

678

651

2021

2022

Deal Value

$2.2B $3.6B $1.1B

609

578

2023

2024

2,390

2,146

1,796

3,755

$169B

1,773

$121B

786

243

$56B

2025*

2021

$37B

$25B

$34B

2022

2023

2024

2025*

2021

2022

2023

$161B

$118B

2024

2025*

*As of June 30, 2025

Deal Count

Compared to all U.S. VC-backed companies, women-founded companies

exited faster and maximized investor dollars.231

Median years to exit232

7.8

8.0

7.3

6.9

7.0

All VC-backed

companies

7.5

7.6

7.4

6.8

Women-founded

companies

2020

42 |

2021

2022

2023

2024

The median rate that

women-founded companies

spent cash was

16% less

than the median rate of

all U.S. VC-backed companies.233

SE C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Women made up 20% of VC investment partners and originated

28% of deals.234

Women accounted for:

39%

20%

28%

of VC junior-level investment

professionals

of VC investment

partners

of the VC professionals

who originated deals.235

The number of women-led investment firms grew.236

The number of women-led private investment firms

increased 42%

from 167 in 2023 to 237 in 2024.

Many VC firms with majority women decision-makers tended to be

smaller by dollar-size.237

18%

of U.S. VC firms have

majority women

decision-makers.

Of these

firms

had $50 million or

less in assets under

management (AUM).

61%

39%

had more than $50

million in AUM.

STA FF R EPORT: FI SCA L YEA R 2025

In 2024, the rate at which entrepreneurs founded startups and received

VC funding varied considerably across demographic groups.238

Entrepreneurs founded startups at the following percentages in 2024:239

2% 3% 5% 37% 55%

of founders

were Middle

Eastern

of founders

were African

American/Black

of founders

were Hispanic/

Latino

of founders

were

Asian American

of founders

were

White

Founders received the following percentages of VC funding in 2024:240

2% 0.6% 1% 44% 52%

raised by

Middle Eastern

founders

raised by

African American/

Black founders

raised by

Hispanic/ Latino

founders

raised by

Asian American

founders

raised by

White

founders

The race and ethnicity of VC investment professionals varied depending

on their level of responsibility.241

All VC

investment

professionals

VC junior-level

investment

professionals

VC investment

partners

VC investment

professionals who

originated deals

Hispanic/Latino

44 |

24%

63%

28%

19%

22%

African American/Black

58%

70%

Asian American/Pacific Islander

SE C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

White

Geographic Data242

Where are VC funds raising capital? 243

The shading of each state illustrates the estimated capital VC funds raised in each state.

The top 10 states for VC fundraising include California, New York, Massachusetts, Texas,

Maryland, Florida, Illinois, Virginia, Indiana, and North Carolina.

$257M

$2M

$125M

$102M

$85M

$43B

$38M

$50M

$144M

$22M

$450M

$3M

$81M

$5B

No data

available

$30M

$325M

$22M

$1B $472M

WV VA

$0 $743M

$33M

$333M

$20M

$0 $21M $265M

$152M MA RI

$6B

NJ $0

$100M

DC $0

$281M

$1B

$17M

None

$15B

No data

Less than

$100 million

– $1 billion

No data

$1 – $10

billion

$10 – $20

billion

$Greater than

$20 billion

Where are VC funds investing?244

The shading of each state illustrates the number of deals—or investments in portfolio

companies—VCs closed in each state. The top 10 states for deals closed are California, New

York, Massachusetts, Texas, Florida, Delaware, Washington, Colorado, Illinois, and Pennsylvania.

439

141

4,563

158

784

No data

available

358

166

195

293

WV VA

2 200

259

142

201

28 MA RI

883

NJ 117

209

DC 561

152

586

Less than

50 deals

1,939

189

384

139

153

50 deal –

100 deals

– 500 deals

500 deals –

1,000 deals

Greater than

1,000 deals

STA FF R EPORT: FI SCA L YEA R 2025

Where are different types of private funds raising capital under Regulation D?245

Top states where funds are located by aggregate

capital raised through Regulation D offerings

3(c)(1) funds

New York

California

Virginia

Florida

Illinois

Texas

Pennsylvania

Delaware

Washington

Colorado

3(c)(7) funds

New York

California

Florida

Massachusetts

Texas

Illinois

Connecticut

District of Columbia

Delaware

Ohio

VC funding is crucial for many scalable, high-growth startups; but rural

startups struggle to access VC investors.246

Startups in

other metro areas received

43% of VC funding.

Startups in the

top 5 metro areas received

56% of VC funding.

VC remains

highly

concentrated

in urban

hubs

Startups in

rural areas received

only 1% of

VC funding.

Access to VC funding in rural areas is limited but rising.247

Private investment per capita, 5-year average

tments in

VC inves

as have

rural are

$73

d by 53 ,

increase

ears

st four y

Rural

$112

$729

in the la

10%

d to just

compare etro areas.

in m

growth

Nonrural

$802

2014 – 2018

46 |

2019 – 2023

SE C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Initial Public Offerings

and Small Public Companies

ompanies can access broad pools of investors when they conduct public offerings.

This allows them potentially to raise large amounts of capital to fund activities

such as research and development, capital expenditures, or debt service. Public

offerings also provide liquidity to earlier-stage investors and employees.

What is happening with IPO activity?

While initial public offerings, or IPOs, remained historically low over the last

three years, the number and offering proceeds have trended upward.248

180

144

$20B

$13B

$11B

FOR

$28B

$19B

$16B

102

130

TO G O P U

$5B

2022

2023

Total IPO Proceeds

2024

2025

Number of IPOs

What were the top industries raising capital in IPOs (excluding pooled

funds but including Special Purpose Acquisition Companies, or SPACs)?249

Banking and

Financial Services

$2.7B

SPACs

$18.2B

Technology

$7.1B

Real Estate

$5.6B

Manufacturing

$3.7B

Health Care

$3.6B

Energy

$2.8B

STA FF R EPORT: FI SCA L YEA R 2025

In 2024, IPOs by small companies represented 44% of all IPOs but only

3% of capital raised.250

IPOs by Small Companies

IPOs by Large Companies

SPAC Offerings

107

$29B

$19B

$15B

$2B

$1B

2022

2023

2024

$12B

$9B

$8B

$12B

$3B

$0.7B

2025*

2022

2023

2024

Deal Value of IPOs

2025*

2022

2023

2024

2025*

*As of June 30, 2025

Number of IPOs

In 2024, the number of exchange-listed IPOs remained low, and the

median age of an IPO issuer increased.251

Number of Exchange-Listed IPOs

380 80 66 63 173 159 157 159

2000

2002

2004

2006

2008

Median Age

2010

93 158 206 118 75 106 134 113 165 311 38 54 72

2012

2014

2016

2018

2020

2022

While the percentage of IPO companies with VC backing has varied, the

link between VC-backing and IPO readiness remains.252

2015

65%

2000

64%

2010

44%

2005

28%

48 |

2020

68%

ked

0, VC-bac

Since 200 counted for

s ac

companie s and 66% of

IPO

253

51% of all

Os.

techn

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

2024

51%

2024

How are the dynamics changing for companies going public?

Improved access to capital is an important motive for companies

going public.254

Companies that go public are

more likely

to have:

Higher capital

expenditures

and assets 256

Higher

sales 255

Post IPO,

on average, companies’:

258

Credit spreads260 dropped

by almost 25%, showing

increased investor confidence.

Less

profitability257

4 years after an IPO,

on average, companies’:259

Capital expenditures were 40%

larger than non-IPO companies.

Borrowing costs declined.

Total assets were 50%

larger than non-IPO companies.

Pool of lenders expanded.

Bank debt increased by 40%.

Average of 4.5 banks

post IPO compared

to 3.5 banks pre IPO.

STA FF R EPORT: FI SCA L YEA R 2025

What share of IPOs were led by founder-CEOs?

Founder-led IPOs were more common in high-growth sectors and less frequent in more

traditional sectors.261

Prevalence of founder-led companies

at IPO by industry262

44%

Services

Software

44%

41%

Life sciences

75%

of the co

mpanies

that went

public in

2017–202

1 with

founder C

EOs

remained

founderled

in 2025.

19%

Retail

Industrials

17%

How has the U.S. public market changed over time?

The number of exchange-listed companies continues to decrease from

the peak of the late 90s and early 2000s.263

6,258

2,300

Total Exchange-Listed

Companies

3,874

2,307

3,518

2,519

Large Exchange-Listed

Companies

3,958

Small Exchange-Listed

Companies

2000

3,546

1,567

2010

1,027

2020

2,332

1,186

2025*

*As of June 30, 2025

50 |

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

While the number of exchange-listed firms decreased, the average

market capitalization of an exchange-listed firm increased 5.5X between

1996 and 2023.264

Many factors have contributed to the increased size and decreased number of

U.S. exchange-listed companies, such as:

Increase in mergers

Delisting of many smaller

companies

Between 1996 and 2020,

approximately

4,000 mergers

between public firms occurred.

Low number of IPOs

How did the market fare based on other metrics?

The aggregate market

capitalization of listed

companies increased by

197% from 1996 to 2023

(from $14 trillion

to $49 trillion).265

Public company

profits increased 4X

from 1996 to 2022

(from $366 billion

to $1.6 trillion).266

Public company

profits were more

than 6% of U.S. GDP

(compared to

4.5% in 1996).267

STA FF R EPORT: FI SCA L YEA R 2025

Small Public Companies

While small public companies represented almost half of all public companies,

they were less likely to be exchange-listed than large public companies.268

Large Public

Companies

2,992

(up 2%

from 2024)

FOR

C C O M PA N

of these small public companies were

not listed on an exchange,

compared to 2% of large public companies.

Which top industries had more small public companies?269

651

Health Care

Technology

347

Manufacturing

318

Banking and Financial Services

469

225

Business Services

151

SPAC

133

428

471

453

179

Small Public Companies

52 |

32%

Small Public

Companies

2,372

(down 10%

from 2024)

Large Public Companies

SE C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

How much capital did U.S. small public companies raise through registered

equity offerings?270

Average

proceeds

$29M

Average

proceeds

$13M

Average

proceeds

$13M

224

219

Average

proceeds

$21M

250

238

254

165

$4.7B

$5.4B

$3.6B

100

$2.9B

$2.7B

2022

2023

Total Proceeds

Did you know?271

50%

21%

of all registered equity

offerings during the 12-month

period ended June 30, 2025,

were issued by small public

companies and

of small public companies

raised capital through a

registered equity offering

during the 12-month period

ended June 30, 2025.

2024

2025

Number of Offerings

blic

s of small pu

Top industrie

in a

ising capita

companies ra

272

uity offering:

registered eq

4.9B)

9 SPAC ($

are ($1.5B)

9 Health C

Services ($1.1

9 Business

gy ($338M)

9 Technolo

and Financia

9 Banking

7M)

Services ($28

STA FF R EPORT: FI SCA L YEA R 2025

Costs of Being Public

Public companies are divided into different filer and reporting status designations.

Those designations determine which companies are eligible to rely on scaled disclosure

requirements and extended reporting timelines. For example, non-accelerated filers have

delayed reporting timelines and are exempt from the requirement to provide an auditor’s

attestation of internal controls under Section 404(b) of the Sarbanes-Oxley Act, or SOX.

FOR

FILE

While larger companies incur higher overall

compliance costs, small public companies

Companies incur compliance costs related to

both internal expenses, such as personnel,

technology, and travel, and external

expenses, such as audit fees.273

How does SOX compliance affect small public companies?

experience a proportionally higher

cost burden.274

PORTING

How does shifting from non-accelerated to accelerated filer status affect

the audit fees that a small public company pays?

As public companies transitioned from non-accelerated filer status to accelerated filer

status in 2020-2022, they experienced transition costs, including increased audit fees

related to SOX 404(b).275

YEAR BEFORE

TRANSITION

YEAR OF

TRANSITION

YEAR AFTER

TRANSITION

Audit fees increased in

preparation of transition

Audit fees saw

largest increase

Audit fees began

to level off

Median increase of

$80,000

Median increase of

$219,000

Median increase of

$47,000

NON-ACCELERATED

FILER STATUS

54 |

ACCELERATED FILER STATUS

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

OTC companies that provided public disclosure saw a positive impact on

liquidity for investors.276

Securities that are not listed on an exchange may be traded “over-the-counter.” These

securities are sometimes called OTC securities. Each venue may have its own eligibility

requirements for displaying and accessing quotes on its system, including whether

information about the company is available.

Companies that began to provide public disclosures

tended to have increased liquidity for their investors:

Estimated increases of 20% in the 1-day and 27%

in the 6-day market adjusted returns following the

company’s first disclosure.

Average increase in traded securities and narrower

bid-ask spreads.

Average increase in the median number of market

makers per company from 6 to 7.

What are the top investor relations challenges for small public companies? 277

Finding and

engaging

new investors

Reducing

stock

volatility

Sharing the

company

story

effectively

Finding or

building strong

analyst

relationships

Many small public companies received little to no analyst coverage.278

Without analyst coverage, small public companies may have difficulty attracting

institutional investors.

Average number of

analysts per company

Percentage of companies

with no coverage

S&P 500 Index

Russell

Microcap

Index

S&P 500

Index

0.4%

Russell

Microcap Index

arket

dian m

any

comp

ussell

cap

the R

includ

dex is

cap In 279

Micro

illion.

$261 m

17.3%

STA FF R EPORT: FI SCA L YEA R 2025

Geographic Data280

Where did companies raise capital through registered offerings—often

called public offerings?

The shading of each state shows the estimated total capital raised in the 12 months ended

June 30, 2025, and the number indicates the total number of offerings in that state.281

Registered Offerings

489

235

NONE

NJ 49

DC 12

119

LESS THAN $1 BILLION

$1 – $5 BILLION

$5 – $20 BILLION

now?

er of

by numb

states

The top 10

were:

offerings

registered

husetts

• Massac

rsey

• Califo

• New Je

•

• Virgin

lvania

• Texas

• Pennsy

• Mic

• Illinois

• Florida

56 |

2 MA

104

369

161

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

OVER $20 BILLION

How did rural small public companies raise capital through registered

equity offerings?282

In the three years ended June 30, 2025,

rural small businesses raised

$218 million

through 20 registered equity offerings.

Registered equity offerings

accounted for

Rural businesses

accounted for

of the total capital raised by

rural small businesses.

of the total capital raised by

all small businesses in

registered equity offerings.

How did small public companies in areas affected by natural disasters

raise capital through registered equity offerings?283

In the three years ended June 30, 2025,

small businesses in areas affected by

natural disasters raised

$5 billion

through 560 registered equity offerings.

Registered equity

offerings

accounted for

of the total capital raised by

small businesses in areas

affected by natural disasters.

Businesses affected by

natural disasters

accounted for

41%

of the total capital raised by

all small businesses in

registered equity offerings.

STA FF R EPORT: FI SCA L YEA R 2025

THE OFFICE

What We Do

58 |

SE C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Outreach and Engagement

ur outreach extends from coast to coast, across media platforms, and to a

breadth of partners and organizations. What we learn through our engagement

with small businesses, their investors, and those who support them in the small

business marketplace informs our advocacy efforts throughout the year.

Our Approach

Our work relies on our ability to stay attuned to the needs of small businesses and their

investors, to understand their most pressing capital-raising issues, and to help develop

potential policy solutions. A significant portion of our efforts includes responding to

the needs of small businesses and their investors with information and resources that

are meaningful and accessible across all stages of the capital-raising lifecycle. We

incorporate feedback and assess our outreach programming and educational

resources on an ongoing basis to ensure our efforts stay relevant and accessible

in an evolving landscape.

Listen

We engage with small business

communities across the country

to learn about capital-raising

challenges and successes.

Reassess

Develop

We measure the efficacy of our work

through qualitative and quantitative

analysis, make improvements, and

assess new opportunities to support

small businesses and their investors.

We develop educational

resources and additional

outreach programing to foster

fruitful discussions and to help

identify and address concerns.

STA FF R EPORT: FI SCA L YEA R 2025

Outreach Events

Throughout the year, we met with small businesses, their investors, entrepreneurial support

organizations, and other leaders in the marketplace to hear their perspectives on issues facing

the small business ecosystem, to engage in collaborative discussions about policy solutions to

address their concerns, to increase awareness of the role of our office in amplifying the voices

of small businesses and their investors, and to share the SEC’s educational resources. Some of

the events in which we participated this year include:

Joined a panel at

the Society for

Financial Education

& Professional

Development’s

Annual Financial

Literacy Leadership

Conference on the

complexities of

business financing.

Presented resources

and engaged in a

breakout session

on capital-raising

challenges and policy

at the International

Business Innovation

Association eBuilders

Forum in Kansas City.

Partnered with a

veteran founder at

the 2024 Service

Academies Global

Entrepreneur Summit

on the role of ESOs

in helping founders

grow and scale their

businesses.

Joined policymakers

and academics at the

National Bureau of

Economic Research

Place-Based Policies

and Entrepreneurship

Research Conference.

Engaged with

Bank of America

Breakthrough Lab

alumni and current

cohort on securing

capital to grow small

businesses.

Discussed capital-raising

challenges and policy

suggestions at the

HINSHAW on Capital

Formation event.

Conducted a webinar

for the National

Association of Legal

Assistants to share

SEC resources to

support their work on

capital-raising offerings.

October

2024

60 |

SE C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Joined a fireside

chat and engaged

in a roundtable at

the Angel Capital

Association—The

Summit of Angel

Investing in Denver.

Led a workshop

at the 21st Annual

Transactional Clinical

Conference “Driving

Change” in Detroit.

Hosted policy

roundtables on

Reassessing the

Framework for Small

Public Companies

and Reexamining

the IPO On-Ramp.

Joined a live

broadcast of Voices

of Montana, followed

by remarks at the

Investing in Montana

Summit 2025.

Presented an online

workshop for North

Dakota entrepreneurs

and investors

hosted by the

Jamestown Regional

Entrepreneur Center.

Joined a panel on

Removing Barriers

to Capital Formation

hosted by the Cato

Institute.

Engaged with local

entrepreneurs,

investors, and ESOs

in a series of events

at the University of

California San Diego

and San Diego State

University.

Engaged with VCs

and entrepreneurs

and led a session on

capital raising at the

Women's Venture

Summit hosted by the

Stella Foundation.

Presented a webinar

as part of the U.S.

Small Business

Administration

Federal Resources

Every Small Business

Should Know

program hosted by

its Houston office.

September

2025

STA FF R EPORT: FI SCA L YEA R 2025

2.5K+

5560+EVENTS

PARTNER

ATTENDEES

with

ORGANIZATIONS

HOURS

50+

CONTENT

We shared EDUCATIONAL TOOLS

and RESOURCES to empower small

businesses, their investors, and the

organizations that support them

We EXPANDED our educational

resources to ADDRESS QUESTIONS

raised during our outreach events

In October 2024, we shared our resources at the InBIA

Ecosystem Builders Forum in Philadelphia, where we also were

able to GATHER FEEDBACK from entrepreneurial support

organizations that play a key role in supporting small businesses.

Our Director shared information in June about our

SMALL BUSINESS RESOURCES at the 2025

Investing in Montana Summit as well as on the Voices

of Montana radio show.

The Office ENGAGED with ENTREPRENEURS

and INVESTORS throughout the year to showcase

our resources, including at professional and co-working

spaces like this May 2025 event at The Gathering Spot

in Washington, D.C.

62 |

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

SMALL BUSINESSES and their

INVESTORS about TRENDS and

CHALLENGES in early-stage capital raising

SMALLER FUNDS on how they navigate

RAISING and DEPLOYING CAPITAL

We HEARD from

We ENGAGED with

entrepreneurs OUTSIDE OF

TRADITIONAL HUBS about their

unique experiences

suggestions to improve EXEMPT

OFFERINGS, including REGULATION D

and REGULATION CROWDFUNDING

SMALL BUSINESSES

around the country

We gathered

FEEDBACK to

inform POLICY

potential IMPROVEMENTS to the IPO

PROCESS and the ABILITY OF SMALL

COMPANIES to REMAIN PUBLIC

areas where ADDITIONAL DATA

or RESEARCH is needed

We engage

d with sma

businesses

and investo

throughou

t the year to

gather feed

back, inclu

ding at

roundtable

s focused o

n issues

ranging fro

m early-sta

ge to

small cap re

porting co

mpanies.

STA FF R EPORT: FI SCA L YEA R 2025

44th Annual Small

Business Forum

he SEC’s annual Small Business Forum is a unique event where members of the

public and private sectors gather to provide feedback to improve capital-raising

policy.284 The Forum covers a broad range of issues affecting small businesses, from

early-stage entrepreneurial ventures to smaller public companies, and their investors.

This year marked the 44th Forum, which the Office hosted at SEC Headquarters

in Washington D.C. and webcast on sec.gov. The Forum featured remarks from the

then-Acting Chairman and each of the Commissioners as well as thoughtful discussions

with members of the public and private sectors about improving policy affecting

how entrepreneurs, small businesses, and smaller public companies raise capital from

investors. Participants at the Forum brought a breadth of perspectives to the policy

deliberations, approaching capital raising from a variety of backgrounds, geographies,

and lifecycle stages.285

64 |

SE C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Each speaker session focused on a different stage of the capital-raising lifecycle, including:

tage

Advan

mefield

: Findin bs

n-One

l Hu

One-o

ditiona

Outsid

Trends

ies and

Strateg g

the Blo apital Raisin

Out of

y-Stag

from Id

tance

the Dis

n-One

One-o tion

for

e Plans

s: Gam maller Fund

Up for

ies and

-Stage

Growth

Serial

from a

hlights g Innovation

ionin

n-On

One-o neur Champ

Entrep

and

tering

ok: En

Arena

Playbo blic Market

Small

cing in

Advan

As reflected in this year’s theme of teamwork and collaboration, the Forum provided

an opportunity for public and private sector market participants to highlight successes

and challenges and to “huddle up” to strategize ways to improve capital-raising policy,

including suggesting and prioritizing capital-raising policy recommendations to be

delivered to the Commission and to Congress. Participants voted to indicate their

highest priority recommendations for early-stage capital raising, growth-stage

companies, and small public companies. Video archives of each day’s events are

available online.

On September 23, 2025, the Commission delivered the 2025 Small Business Forum

Report to Congress. The report summarized the 44th annual Forum proceedings,

including the recommendations developed by participants for changes to improve the

capital-raising framework and the Commission’s responses to those recommendations.

STA FF R EPORT: FI SCA L YEA R 2025

Educational Tools and Resources

ver the years, we have consistently heard from many in the small business

ecosystem that the regulatory framework is complex and that identifying and

navigating appropriate pathways to raise capital can be daunting for small

businesses and their investors.

2M+

VIEWS of our RESOURCES

since launching in 2022.

As part of our efforts to make raising capital more accessible to small businesses

and their investors, we have continued to develop and expand the educational tools,

resources, and programming available through our Resources for Small Businesses.

Incorporating Feedback: Expanding our Educational Materials

We continue to expand and update our educational resources to address questions and

feedback collected through our outreach efforts. This year, we introduced nine new topics in

our Building Blocks suite of one-pager style overviews of common capital-raising questions

and updated several others. We launched our SmallBiz Essentials blog series focusing on

capital-raising concepts that could help inform entrepreneurs on their capital-raising journey as

well as our SmallBiz Updates newsletters to keep users informed of developments in the Office,

the SEC, and the small business landscape generally.

66 |

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

We also continued our Let’s Talk Small Business video series, where we interview individuals

from across the small business ecosystem on their role in supporting entrepreneurs and their

investors, including a special Let’s Talk Networking mini-series focusing on the importance of

networking and mentorship for entrepreneurs.

12K+

VIEWS of our EVENT

RECORDINGS and VIDEOS

Reaching our Audience: Visits to our Resources

We continue to increase our reach to the public via these Resources for Small Businesses,

through social media, including LinkedIn, X, Instagram, and Facebook, as well as emails to our

subscribers. Visits to the portal and views of our educational resources continued to grow.

450K+

VISITORS across

all resources, of which

were

54%

NEW USERS

25K+

SUBSCRIBERS to our

#SECSmallBiz EMAILS

STA FF R EPORT: FI SCA L YEA R 2025

Supporting Small Businesses from Startup to Small Cap:

A Full Suite of Resources

Our materials seek to address all aspects of the capital-raising lifecycle and include:

Funding Roadmap

Our roadmap guides users through the different

options for funding a small business, from personal

savings to grants and loans to capital-raising from

investors, providing context for when securities

laws apply to small business financing activities.

Navigate Your Options

We continue to improve our interactive tool that

explores regulatory pathways to raise capital,

identifying the most relevant options based on the

user's answers to a short series of simple questions

about their business, and expanding the resources

available through the tool.

Capital-Raising Building Blocks

Our suite of educational materials breaks down

fundamental securities law concepts into plain

language, including new resources focused

on public reporting companies, Regulation A,

non-profit organizations, and how to comment on

SEC rulemaking, as well as updates and additions

to previous resources.

Exempt Offerings

Users can find more detailed resources on

common capital-raising pathways—like how to

raise capital from investors by offering and selling

securities under an exemption from the registration

requirements.

68 |

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Going Public

In this section, we offer resources on how to

prepare for and conduct a registered public

offering as well as the reporting and other

requirements for public companies.

Glossary

We continue to expand our curated glossary of

key terminology that makes the language of

capital raising more accessible to small businesses

and their investors. This year, we added new terms

to the gallery and links to additional resources—

like the latest Staff Compliance and Disclosure

Interpretations—for users looking to learn more.

Capital Trends Maps

We regularly update the data available through our

interactive maps to allow users to stay informed

about how and where capital is being raised across

the country.

Small Business Compliance Guides

Users can find the SEC's small business compliance

guides, which provide valuable information on SEC

rules on offering and selling securities and financial

and other reporting by public companies.

STA FF R EPORT: FI SCA L YEA R 2025

Small Business Videos

We offer educational videos on common capitalraising topics as well as videos summarizing

the potential impact of Commission policy or

rulemaking initiatives on small businesses and their

investors. This year, we continued to expand our

Let’s Talk Small Business video series, where we

engage with small business experts and innovators

on their role and perspectives on capital raising.

We also introduced our Let's Talk Networking

mini-series, compiling insights and commentary

from thought leaders on building a network of

mentors, advisors, and potential investors.

Additional Government Resources

for Small Business

In this section, users can find additional resources

from the Commission and our colleagues at other

government agencies to supplement our suite of

small business capital-raising resources.

Small Business Events and Recordings

Users can find information on—and in many cases

recordings of—webinars, panel discussions, and

other events focusing on issues facings small

businesses and their investors.

70 |

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

SmallBiz Essentials

We launched a blog series covering a number

of basic securities law and other capital-raising

concepts. The blog posts are available on the

Office's homepage and we invite entrepreneurial

support organizations and others in the small

business ecosystem to share them as guest blog

posts with their networks.

SmallBiz Updates

We engage with over 25,000 email subscribers,

alerting them to key developments in our office, the

SEC, and throughout the small business ecosystem.

This year, we launched our SmallBiz Updates

newsletter series, where we also share many of

those highlights via the Office's homepage to make

them available to users who may not subscribe to

our emails.

STA FF R EPORT: FI SCA L YEA R 2025

COMMITTEE

Highlights

72 |

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

The Small Business Capital Formation Advisory Committee

In addition to establishing the Office of the Advocate for Small Business Capital

Formation, the Small Business Advocate Act also established the SEC’s Small Business

Capital Formation Advisory Committee. The Committee is designed to provide a

formal mechanism for the Commission to receive advice and recommendations on

Commission rules, regulations, and policy matters affecting small businesses, from

emerging, privately-held companies to publicly-traded companies with less than $250

million in public market capitalization; trading in securities of such companies; and

public reporting and corporate governance of such companies. The Office provides

administrative support for the Committee, which otherwise functions independently.

STA FF R EPORT: FI SCA L YEA R 2025

Committee Members During the Fiscal Year

MARCIA DAWOOD

Chair*

Venture Partner,

Mindshift Capital

Charlotte, NC

ROSE STANDIFER

Vice Chair*

Partner,

Foley Hoag LLP

Denver, CO

BART DILLASHAW

Secretary*

Partner,

Michael Best & Friedrich LLP

Lincoln, NE

HERBERT DRAYTON III

Assistant Secretary*

Founder and Managing Partner,

HI Mark Capital

Charleston, SC

WEMIMO ABBEY

Co-Founder and

Co-CEO,

Esusu

Los Angeles, CA

DONNEL BAIRD

Serial Tech Founder,

Brooklyn, NY

WILLIAM M. BEATTY**

Securities Administrator,

Washington State

Securities Division

Olympia, WA

ROBERT BOLEN**

National Ombudsman

and Assist. Administrator for

Regulatory Enforcement,

U.S. Small Business

Administration

Washington, DC

STACEY BOWERS

Former Director,

Office of the Advocate

for Small Business Capital

Formation, SEC

Washington, DC

GEORGE COOK

Co-Founder and CEO,

Honeycomb Credit

Pittsburgh, PA

* The following members served as Committee officers until May 2025: Erica Duignan Minnihan, Chair; Marcia

Dawood, Vice Chair (from November 2024); Jasmin Sethi, Secretary; and Davyeon Ross, Assistant Secretary.

In May 2025, the following members were elected to serve as Committee officers: Marcia Dawood, Chair; Rose

Standifer, Vice Chair; Bart Dillashaw, Secretary; and Herbert Drayton, Assistant Secretary.

74 |

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

VINCENT CORDERO

Venture Investor and

Former C-Suite

Executive

Chicago, IL

GREGORY J. DEAN**

Senior VP of the Office of

Government Affairs, FINRA

Washington, DC

DIEGO MARISCAL

Founder, CEO,

and Chief Disabled Officer,

2Gether-International

Washington, DC

ERICA DUIGNAN MINNIHAN

Former Chair*

Founder and General Partner,

Reign Ventures

New York, NY

JENNIFER NEWTON

Founder and Managing

Attorney,

StartSmart Counsel

Miami, FL

LAURA NIKLASON

Founder, President, and CEO,

Humacyte

Durham, NC

DAVYEON ROSS

Former Assistant Secretary*

Co-Founder and President,

DDSport/ShotTracker

Overland Park, KS

JASMIN SETHI

Former Secretary*

Founder and CEO,

Sethi Clarity Advisers

Philadelphia, PA

AREN SHARIFI

Partner,

Kutak Rock LLP

Denver, CO

MARC OORLOFF

SHARMA*

Asst. Director and Chief Counsel,

Office of the Investor

Advocate, SEC

Washington, DC

WENDY STEVENS

Partner,

Forvis Mazars, LLP

New York, NY

DENNIS R. SUGINO

Founder,

Kansa Advisory LLC

Huntington Beach, CA

** Committee members include the SEC’s Advocate for Small Business Capital Formation and three non-voting

members appointed by the SEC’s Investor Advocate, the North American Securities Administrators Association

(NASAA) and the Small Business Administration (SBA), as well as an observer appointed by the Financial

Industry Regulatory Authority (FINRA). During the fiscal year, Bailey DeVries and Heath Morris each also served

STA FF R EPORT: FI SCA L YEA R 2025 | 75

as the SBA-appointed member.

Summary of Committee Activities

The Committee met four times during FY 2025. Materials from the meetings, including

agendas, transcripts, webcasts, and presentations are available on the Committee’s webpage.

Meeting Date

Agenda Topics

November 13, 2024

Section 3(c)(1) of the 40 Act; Supporting Emerging

Fund Managers

February 25, 2025

Facilitating Capital Formation for Emerging Fund Managers;

Challenges Faced by Small Public Companies Not Listed

on a National Securities Exchange

May 6, 2025

Exploring Regulation A – Practical Considerations and

Regulatory Challenges

July 22, 2025

Continued Exploration of Regulation A; Deep Dive on “Finders”

76 |

SE C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

Summary of Committee Recommendations

During FY 2025, the Committee put forward two recommendations to the Commission.

Recommendation Topic

Adoption Date

Qualifying Venture Capital

Fund Exemption

February 25, 2025

Regulation A

July 22, 2025

SCAN FOR MORE INFO

SMALL BUSINESS

CAPITAL FORMATION

ADVISORY COMMITTEE

STA FF R EPORT: FI SCA L YEA R 2025

ENDNOTES

All the Details

78 |

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

See Small Business Advocate Act of 2016, as

amended, available at https://www.sec.gov/files/

Small%20Business%20Advocate%20Act%20

of%202016-as%20amended.pdf.

See NVCA, “2025 Yearbook,” (Mar. 27, 2025) at

14, available at https://nvca.org/document/nvca2025-yearbook/ for the mature and later-stage

business industries. The small public company

industries are based on DERA estimates. Small

public companies include U.S. public companies

with a size less than or equal to $250 million on

the date of the offering, calculated by multiplying

price of the company’s stock at the close of the

day of the offering by the number of outstanding

shares on the day of the offering. See infra notes 63

and 269 for a description of how these amounts

were estimated.

Id. at 47-48, (noting that VCs invest in high

growth companies) and 10 (noting that VC backed

companies are job creators).

See U.S. Small Business Administration Office of

Advocacy, “New Advocacy Report Shows the

Number of Small Businesses in the U.S. Exceeds

36 million,” (June 30, 2025) available at https://

advocacy.sba.gov/2025/06/30/new-advocacyreport-shows-the-number-of-small-businesses-inthe-u-s-exceeds-36-million/.

Id. The time period covered by the data was

March 2023 to March 2024.

See Myranda Mondry, “Entrepreneurship in

2025: Trends and predictions for the year ahead,”

QuickBooks Blog, (Dec. 17, 2024) available at

https://quickbooks.intuit.com/r/small-businessdata/entrepreneurship-in-2025/.

See Babson College, “Global Entrepreneurship

Monitor 2024-2025 United States Report,”

(Feb. 17, 2025) at 12, available at https://www.

gemconsortium.org/file/open?fileId=51640.

See Myranda Mondry, supra note 6.

Id.

See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” (Mar. 27, 2025) at

4 and Excel tab “Employer firms,” question

“financial challenges, prior 12 months,” available

at https://www.fedsmallbusiness.org/reports/

survey/2025/2025-report-on-employer-firms. In

addition, 75% increased costs of goods, services,

and/or wages, 62% paying operating expenses,

51% uneven cash flow, 48% weak sales, 35%

making payments on debt/interest rates, 28%

credit availability, 0% other. In 2023, 93% of

small businesses experienced financial challenges,

with businesses having the same top three

challenges; Federal Reserve Banks, “2024 Report

on Employer Firms: Findings from the 2023 Small

Business Credit Survey,” (Mar. 7, 2024) at Excel

tab “Employer firms,” available at https://www.

fedsmallbusiness.org/reports/survey/2024/2024report-on-employer-firms.

See Mercury, “Report: The new economies of

starting up. How 1,500 early-stage companies

are raising, spending, and hiring in 2025,” (Aug.

19, 2025) available at https://mercury.com/blog/

startup-economics-report-2025#wheres-themoney-coming-from.

See Goldman Sachs, “Small Businesses Plan

to Grow Despite Capital, Tax, and Trade

Uncertainty,” (June 5, 2025) available at

https://www.goldmansachs.com/communityimpact/10000-small-businesses-voices/insights/

small-businesses-plan-to-grow-despite-capital-taxand-trade-uncertainty.

See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at 9 and

Excel tab “Employer firms,” question: “Total

amount of financing sought in prior 12 months.”

In addition, 23% sought $25,000 or less,

17% sought $25,001-$50,000, 20% $50,001$100,000, 18% sought $100,001-$250,000, 15%

sought $250,000-$1 million, and 7% sought more

than $1 million.

See FDIC, “BankFind Suite: Customized

Comparisons,” available at https://banks.data.

fdic.gov/bankfind-suite/peergroup/customized/

search?commonSearchesExpand=true&

comparisonType=&financials=ASSET&income

Basis=YTD&locationsExpand=false&maximum

Range=300000000&minimumRange=&page

Number=1&peerGroups=&pgcStep=step1&

primaryRegulator=FDIC&regulatoryExpand=false

&reportPeriod=20160331&savedPGCSearch=

false&searchPush=true&sortField=CERT&sort

Order=ASC&unitType=%24 as of August 8,

2025. Data covers small banks (up to $300M in

assets) for the first quarter of 2025 and 2016.

See Mercury, supra note 11.

See Quentin Brummet and Katie Johnson, “StartUp Capital for U.S. Business Ventures: Evidence

from EPOP: 2024,” EPOP, (Dec. 19, 2024) at 2,

available at https://epop.norc.org/content/dam/

epop/media/publications/pdf/epop-2024-briefstartup-capital.pdf.

See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at i and

Excel tab “Employer firms,” question “Reason

for seeking financing,” and Excel tab “Revenue,”

question “Reason for seeking financing.” In

addition, 0% sought financing for other reasons.

Id. at Excel tab “Revenue,” question “Reason

for seeking financing.” In addition, of those firms

with $0-$25,000 revenue, 64% sought financing

to meet operating expenses, 33% to have available

credit for future use as needed, 22% to refinance

or pay down debt, 20% to make repairs or replace

capital assets, and 0% for other reasons.

Id. at Excel tab “Employer firms,” question

“Actions taken in response to financial

challenges.”

STA FF R EPORT: FI SCA L YEA R 2025

See Quentin Brummet and Katie Johnson, supra

note 16, at 1, 5; Mercury, supra note 11.

See Quentin Brummet and Katie Johnson, supra

note 16, at 1, 5. This includes Governmentguaranteed loans and government loans.

Government-guaranteed loans were used by 13%

of entrepreneurs and government loans are used by

9% of entrepreneurs.

Id.

See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at Excel

tab “Employer firms,” question “Actions taken in

response to financial challenges.”

Id.

See Quentin Brummet and Katie Johnson, supra

note 16, at 7.

See Nasdaq Entrepreneurial Center, “Harnessing

AI & Data to Enhance Capital Readiness,” (Mar.

12, 2025) available at https://www.linkedin.com/

pulse/harnessing-ai-data-enhance-capital-readinessb2phc/.

See Goldman Sachs, supra note 12. Source

listed microloans or fintech tools as examples of

potential technical assistance for accessing capital.

See Small Business Majority, “Voice of Main

Street: Entrepreneurs struggle to access funding,

support policies that increase availability of

responsible capital,” (Apr. 29, 2025) at 6, question

25, “What is the main reason you haven’t taken

steps to secure funding,” available at https://

smallbusinessmajority.org/sites/default/files/

research-reports/2025-April-Voice-of-Main-StreetToplines.pdf.

See Nasdaq Entrepreneurial Center, supra note 28;

Rosie Bradbury, “Network effects: Well-connected

VCs see lower failure rates, better returns,”

PitchBook, (Mar. 19, 2025) available at https://

pitchbook.com/news/articles/network-effects-wellconnected-vcs-lower-failure-better-returns. The

article distinguished “well-connected investors”

and “peripheral investors” based on a proprietary

algorithm measuring investor influence based on

the investors’ connections in the ecosystem.

See Nasdaq Entrepreneurial Center, supra note 28.

See Rosie Bradbury, supra note 31.

Id.

See Ravish Mayya and Peng Huang, “Startup

Accelerators, Information Asymmetry, and

Corporate Venture Capital Investments,”

Management Science, (Mar. 3, 2025) at 18,

available at https://pubsonline.informs.org/

doi/10.1287/mnsc.2020.03494; see also Silicon

Valley Bank, “State of the Markets. SVB’s

Innovation Economy Outlook. H1 2025,” (Jan.

28, 2025) at 16, available at https://www.svb.com/

globalassets/library/uploadedfiles/reports/state-ofthe-markets-h1-2025.pdf.

80 |

See Ravish Mayya and Peng Huang, supra note

35, at 4.

Id. at 3.

See John Harbison, “Trends in Funding Rates—

What’s Hot and What’s Not—Part 1,” Angel

Capital Association, (Feb. 25, 2025), available at

https://angelcapitalassociation.org/blog/trends-infunding-rates-whats-hot-and-whats-not-part-1/.

Id. at 18.

See Silicon Valley Bank, supra note 35, at 16.

Id.

See January Ventures, “2024 Early Stage

Founder Sentiment Report,” (2024) at 5,

available at https://cdn.prod.website-files.com/

6671b0404ec478a8eb90879d/67ff6b6cce

95fa262a413728_JV_2024_FINAL_2.pdf.

Id.

See https://www.sec.gov/resources-smallbusinesses/capital-raising-building-blocks/earlystage-investors and https://www.sec.gov/resourcessmall-businesses/capital-raising-building-blocks/

accredited-investors.

See U.S. Securities and Exchange Commission

Office of the Investor Advocate, “Exploring

Accredited Investors and Private Market Securities

Ownership,” (June 2025) at 8-9, available at

https://www.sec.gov/files/exploring-accreditedinvestors-june-2025.pdf. Qualifying criteria is not

mutually exclusive, and individuals may qualify in

multiple categories.

Id. at 18, Table 6. 14% of accredited investors

and 5% of the U.S. population are interested in

investing in new or private companies.

See Sarthak Pattnaik, et al., “Startups and

Market Meltdowns: Understanding Survival

and Success Factors in Entrepreneurial Settings,”

SpringerNatureLink, (Nov. 29, 2024) at

343, available at https://link.springer.com/

chapter/10.1007/978-3-031-65314-8_15. A

successful startup is defined as a startup that

did not close. A startup that is acquired is still

considered a successful startup.

See Angel Capital Association, ”2025 Angel

Funders Report,” (Aug. 22, 2025) at 54, available

at https://angelcapitalassociation.org/angel-fundersreport/.

Id. at 5, 16-18.

See Jeff Sohl, “The Angel Market in 2024: A Stable

Market Before the AI Frenzy,” Center for Venture

Research, at 1, available at https://paulcollege.

unh.edu/sites/default/files/media/2025-12/FY%20

2024%20Analysis%20Report%20Final.pdf.

Id.

Id. at 2.

Id. at 1.

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

The pre-seed round definition overlaps some

with the seed round definition. Typically, a preseed round is an investment in an idea. In other

words, it is an investment in a product that has

not yet found its market. On the other hand, a

company may seek seed funding for a product

that already exists and typically has some form of

a customer base. See Crunchbase, “What is PreSeed Funding?,” (2025) available at https://about.

crunchbase.com/blog/what-is-pre-seed-funding/.

In addition, see Kyle Stanford, et al. “Venture

Monitor Q2 2025,” PitchBook-NVCA, (July 14,

2025) at 39, available at https://pitchbook.com/

news/reports/q2-2025-pitchbook-nvca-venturemonitor. If the company is under 2 years old and

the round is the first institutional investment in

the company, the deal will be tagged as pre-seed

unless otherwise stated. Regulatory filings under

$10 million for deals where investors are unknown

are classified as seed unless pre-seed parameters are

met. In this report, where possible, pre-seed and

seed data are combined and presented together.

See https://www.sec.gov/jargon-z#SeedR.

See Shubhi Nigam, “Seed funding,” Carta, (Apr. 2,

2025) available at https://carta.com/learn/startups/

fundraising/seed-funding/#pre-seed-vs-seed-vsseries-a; Gené Teare, “Seed Funding for Startups:

How to Raise a Seed Round; Seed Rounds Got

Larger Through The Downturn. Why Is That?,”

Crunchbase, (Jan. 22, 2025) available at https://

news.crunchbase.com/seed/larger-downturnfunding-rounds-data/; Sergei Bogdanov, “How To

Leverage Your Pre-Seed Funding For Rapid And

Successful Growth,” Crunchbase News, (Apr.

18, 2025) available at https://news.crunchbase.

com/venture/leverage-pre-seed-funding-growthbogdanov-yellow-rocks/; Ashley Neville and Kevin

Dowd, “State of Private Markets: Q1 2025,”

Carta, (May 13, 2025) available at https://carta.

com/data/state-of-private-markets-q1-2025-fullreport/#key-trends; J.P. Morgan, “A guide to seed

funding for startups,” (Sept. 24, 2024) available

at https://www.jpmorgan.com/insights/banking/

commercial-banking/seed-funding-guide-howstartups-can-secure-seed-capital; Daniel Wheadon,

“From Inception To Exit: Navigating the Lifecycle

of a Tech Startup Company,” Cherry Bekaert,

(June 6, 2025) available at https://www.cbh.com/

insights/articles/tech-startup-growth-from-seed-toexit/; Angel Capital Association, supra note 48, at

18, Figure 11; Mercury, supra note 11.

See Kyle Stanford, et al., supra note 54, at Excel

tab “Median Deal Size.” Undisclosed deals were

excluded. This graph depicts median deal sizes for

the Seed market.

See Joanna Glasner, “Looking Back 10 Years,

Seed Investors Envisioned A Different Future

Unfolding,” Crunchbase News, (May 9, 2025)

available at https://news.crunchbase.com/venture/

seed-funding-10-years-2015-2025-data/.

See Kevin Dowd, “The typical time between VC

rounds is shrinking in SaaS and rising in fintech,”

Carta, (Mar. 19, 2025) available at https://carta.

com/data/time-between-VC-rounds-2024/.

See Kyle Stanford, et al., supra note 54, at 9 and

Excel tabs “Deal Activity” and “Pre-seed & Seed.”

Undisclosed deals are excluded.

See Right Side Capital Management, “Navigating

the 2025 Fundraising Landscape,” (May 27, 2025)

available at https://www.rightsidecapital.com/

blog/navigating-the-2025-fundraising-landscapestrategic-insights-for-early-stage-startups.

See Gené Teare, supra note 56.

This graphic is based on DERA data. Unless

otherwise indicated, the data period for DERA

data is July 1, 2024 to June 30, 2025. Data on

offerings under Regulations D and Regulation

Crowdfunding is based on information reported

by companies and was collected from EDGAR

filings (new filings and amendments) on Forms D

and C, respectively. Data on registered offerings

was collected from LSEG SDC Platinum database.

For offerings under Regulation Crowdfunding,

except where specified otherwise, estimates of

the number of offerings are based on offerings

completed during this period as shown on progress

updates on Form C-U; estimates of amounts

raised are based on proceeds reported in progress

updates filed on Form C-U during the report

period. For offerings under Regulation A, except

where specified otherwise, estimates of the number

of offerings are based on offerings qualified

during this period, excluding post-qualification

amendments; estimates of amounts raised are

based on proceeds reported in filings made during

the report period. Capital raised is based on

information reported by companies in Forms 1-Z,

1-K, 1-SA, 1-U, and offering circular supplements

pertaining to completed and ongoing Regulation

A offerings and post-qualification amendments,

and for companies whose shares have become

exchange-listed, information from other public

sources. Estimates represent a lower bound on the

amounts raised given the timeframes for reporting

proceeds following completed or terminated

offerings and that offerings qualified during the

report period may be ongoing. For the offerings

that permit pooled investment funds, such as Rule

506(b) and (c) of Regulation D and registered

offerings, the data excludes offerings conducted

by pooled investment funds. Due to a change in

methodology, SPACs are excluded from pooled

investment funds and are included in the nonpooled fund issuers.

STA FF R EPORT: FI SCA L YEA R 2025

82 |

“Other exempt offerings” includes estimated

amounts raised under Regulation S and Rule 144A

for calendar year 2024. The data used to estimate

the amounts raised in 2024 for other exempt

offerings includes: (1) offerings under Regulation S

that were collected from Refinitiv’s SDC Platinum

service; and (2) resale offerings under Rule 144A

that were collected from Refinitiv’s SDC New

Issues database, the Mergent database, and the

Asset-Backed Alert and Commercial Mortgage

Alert publications, to further estimate the exempt

offerings under Regulation S. The data excludes

$1.138 trillion raised by asset-based issuers and

$79 billion raised by other issuers where there

was not sufficient data to be able to categorize

as non-pooled fund or pooled fund issuers.

We include amounts sold in Rule 144A resale

offerings because those securities are typically

issued initially in a transaction under Section 4(a)

(2) or Regulation S but generally are not included

in the Regulation S data identified above. These

numbers are accurate only to the extent that these

databases are able to collect such information and

may understate the actual amount of capital raised

under these offerings if issuers and underwriters do

not make this data available. We do not yet have

data to provide an estimated amount raised under

Regulation S and Rule 144A for the 12-month

period ended June 30, 2025.

See https://www.sec.gov/resources-small-businesses/

cutting-through-jargon-z#E.

See https://www.sec.gov/resources-small-businesses/

cutting-through-jargon-z#R.

See https://www.sec.gov/resources-small-businesses/

cutting-through-jargon-z#P.

Assets listed for registered funds includes mutual

funds, ETFs, closed-end funds, and money market

funds. See Securities and Exchange Commission

Division of Investment Management Analytics

Office, “Registered Fund Statistics, Form N-PORT

Data, period ending December 2024,” (May 8,

2025) at 5, Table 2.1, available at https://www.

sec.gov/files/investment/im-investment-registeredfund-statistics-20250508.pdf; Securities and

Exchange Commission Division of Investment

Management Analytics Office, “Money Market

Fund Statistics, Form N-MFP Data, period ended

June 2025,” (June 2025) at 6, Table 2.1, available

at https://www.sec.gov/files/investment/mmfstatistics-2025-06.pdf; Securities and Exchange

Commission Division of Investment Management

Analytics Office, “Investment Adviser Statistics,

Form ADV Data, period ending December 2024,”

(Apr. 30, 2025) at 10, Table 4.1 and 12, Table 5.1,

available at https://www.sec.gov/files/investment/

im-investment-adviser-statistics-20250430.pdf;

Securities and Exchange Commission Division

of Investment Management Analytics Office,

“Investment Adviser Statistics, Form ADV Data,

period ending December 2024,” (Apr. 30, 2025)

at 10, Table 4.1 and 12, Table 5.1, available

at https://www.sec.gov/files/investment/iminvestment-adviser-statistics-20250430.pdf.

See SEC Division of Investment Management

Analytics Office, “Investment Adviser Statistics,

Form ADV Data, period ending December 2024,”

supra note 67, at 12, Table 5.1.

This graphic is based on DERA data. For offerings

under Rule 506(b) and (c) of Regulation D and

registered offerings, the data only includes offerings

conducted by pooled investment funds. “Other

exempt offerings” includes estimated amounts

raised under Regulation S and Rule 144A for

calendar year 2024 for offerings conducted by

pooled investment funds. See supra note 63 for a

description of how these amounts were reported or

estimated.

This graphic is based on DERA data. The

graphic only includes offerings conducted by

pooled investment funds. See supra note 63 for a

description of how the registered offering amounts

were reported or estimated. Total and net flows

into registered funds are estimated based on

flows provided in SEC Division of Investment

Management Analytics Office, “Registered Fund

Statistics, Form N-PORT Data, period ending

June 2025,” available at https://www.sec.gov/

files/investment/im-investment-registered-fundstatistics-20251117.pdf, at 9, Table 3.1, and

estimated flows for money market funds derived

from amounts reported on Form N-MFP, each

over the 12-month period of July 1, 2024 through

June 30, 2025.

This graphic is based on DERA data. See supra

note 63 for a description of how these amounts

were reported or estimated. U.S. public companies

raised: 81% of this capital in about 2,448

registered offerings and 17% of this capital in

about 380 other exempt offerings. U.S. private

companies raised: 57% of this capital in about 607

other exempt offerings and 40% of this capital

in about 12,313 Rule 506(b) private placement

offerings.

This graphic is based on DERA data. See supra

note 63 for a description of how these amounts

were reported or estimated. This graphic presents

capital raised in registered, Regulation D, and

Regulation A offerings across the top industries

from July 1, 2024 through June 30, 2025.

Offerings by non-pooled investment funds in

other industries accounted for approximately $51

billion, $59 billion, and $91 million in registered,

Regulation D, and Regulation A offerings,

respectively. SPACs accounted for approximately

$18 billion in registered offerings. Regulation

A and registered offerings were classified into

industry groups based on the primary SIC code

reported by the company. Industry groups

were self-reported by companies on Form D.

Differences in data sources and definitions may

limit the comparability of industry data. Offerings

by pooled investment funds, which accounted

for approximately $11 billion and $2 trillion in

registered offerings and Regulation D, respectively,

are excluded from this graphic.

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

See https://www.sec.gov/resources-small-businesses/

cutting-through-jargon-z#RC.

See Angela Huang and Vladimir Ivanov, “Analysis

of Crowdfunding Under the Jobs Act,” U.S.

Securities and Exchange Commission, (May 28,

2025) at 10-11, Figure 3, available at https://

www.sec.gov/about/divisions-offices/divisioneconomic-risk-analysis/staff-papers-analyses/

analysis-crowdfunding-under-jobs-act. A SAFE or

simple agreement for future equity is an agreement

between a company and an investor in which the

company promises to give the investor a future

ownership interest in the company if certain

triggering events occur, such as a future equity

financing or an acquisition of the company. https://

www.sec.gov/resources-small-businesses/cuttingthrough-jargon-z#SAFE.

See Angela Huang and Vladimir Ivanov, supra

note 74, at 12, Table 3.

Id.

Id. at 10, Table 2.

See Brian Belley, “2024 Investment Crowdfunding:

Trends, Stats, and Platform Rankings,”

Kingscrowd, (Jan. 7, 2025) available at https://

kingscrowd.com/2024-investment-crowdfundingtrends-stats-and-platform-rankings/.

Id. 2023’s average check size was $1,190 per

investment.

See Crowdfund Capital Advisors, “The 2025 State

of Investment Crowdfunding. Insights, Trends,

and Market Predictions,” (Feb. 20, 2025) at 111,

available at https://crowdfundcapitaladvisors.com/

wp-content/uploads/2025/02/2025-IC-AnnualReport.pdf.

This graphic is based on DERA data. Because

of lags in offering qualifications, withdrawals,

and abandonments, for greater comparability,

this analysis considers all initiated Regulation

Crowdfunding offerings and does not exclude

offerings that are subsequently withdrawn or

abandoned. Effective March 15, 2021, the

maximum aggregate amount that an issuer is

permitted to raise under Regulation Crowdfunding

in a 12-month period was raised to $5 million

(from $1.07 million). See https://www.sec.

gov/resources-small-businesses/regulationcrowdfunding-guidance-issuers.

See Angela Huang and Vladimir Ivanov, supra

note 74, at 18.

See https://www.sec.gov/resources-small-businesses/

cutting-through-jargon-z#RD.

This graphic is based on DERA data. See supra

note 63 for a description of how these amounts

were reported or estimated.

This graphic is based on DERA data. See supra

note 63 for a description of how these amounts

were reported or estimated. In the graphic,

offerings by 3(c)(7) funds include all funds that

note on Form D that they qualify for the Section

3(c)(7) Investment Company Act exclusion,

including funds that also note that they qualify

for the Section 3(c)(1) Investment Company Act

exclusion. Offerings by 3(c)(1) funds only include

funds that note on Form D that they qualify for the

Section 3(c)(1) Investment Company Act exclusion

and do not also note that they qualify under

Section 3(c)(7).

This graphic is based on DERA data. See supra

note 63 for a description of how these amounts

were reported or estimated. This excludes

operating companies that declined to disclose their

year of incorporation. There were 3,090 nondisclosures in the 12-month time frame ending on

June 30, 2023. There were 2,857 non-disclosures

in the 12-month time frame ending on June 30,

2024, and 2,991 non-disclosures in the 12-month

time frame ending on June 30, 2025.

See https://www.sec.gov/resources-small-businesses/

cutting-through-jargon-z#RA.

This graphic is based on DERA data. See supra

note 63 for a description of how these amounts

were reported or estimated. Because of lags

in offering qualifications, withdrawals, and

abandonments, for greater comparability, this

analysis considers all initiated Regulation A

offerings (whether qualified or not) and does not

exclude offerings that are subsequently withdrawn

or abandoned. Due to lags and bunching in

proceeds data and temporary relief provided to

Regulation A in March 2020, the dollar amounts

in this graphic are based on the amounts sought

(in $ million) in qualified Regulation A offerings

and not on reported proceeds. Effective March

15, 2021, the maximum aggregate amount that

an issuer was permitted to raise under Tier 2 of

Regulation A in a 12-month period was raised to

$75 million (from $50 million). See https://www.

sec.gov/resources-small-businesses/regulationguidance-issuers.

See Angela Huang, “Analysis of the Regulation A

Market: A Decade of Regulation A,” (May 2025)

at 8, available at https://www.sec.gov/files/derareg-2505.pdf.

Id. at 3.

Id. at 1, 8, 9. Average issuer age is the years since

incorporation.

STA FF R EPORT: FI SCA L YEA R 2025

The Office tracks this data in furtherance of Section

4(j)(4)(C) of the Exchange Act, as amended by

the Small Business Advocate Act of 2016. That

provision directs the Advocate to “identify problems

that small businesses have with securing access

to capital, including any unique challenges to

minority-owned small businesses, women-owned

small businesses, and small businesses affected by

hurricanes or other natural disasters.” See Small

Business Advocate Act of 2016, as amended,

available at https://www.sec.gov/files/Small%20

Business%20Advocate%20Act%20of%202016as%20amended.pdf.

96 See United States Census Bureau, “Nonemployer

Statistics by Demographics series (NES-D):

Statistics for Employer and Nonemployer Firms

by Industry and Sex for the U.S., States, Metro

Areas, Counties, and Places: 2023,” (last accessed

Nov. 25, 2025) available at https://data.census.

gov/table/ABSNESD2023.AB00MYNESD01A.

In 2022, women-owned employer firms employed

11,380,866 and equally owned businesses employed

6,784,242. In 2023, women-owned employer firms

employed 11,686,613 and equally owned businesses

employed 6,904,769. In 2022, 1,309,282 employer

firms were women-owned and 706,324 were equally

owned. In 2023, 1,356,990 employer firms were

women-owned and 707,385 were equally owned.

97 See Babson College, supra note 7, at 10, 72, Figure

40. 19% of total U.S. population participate in

entrepreneurial activities.

98 See United States Census Bureau, supra note

94. Businesses are of employer firms. In 2023,

1,356,990 were women-owned and 707,385 were

equally owned.

99 Id. In 2023, women-owned employer firms

employed 11,686,613 and equally owned businesses

employed 6,904,769.

100 See Wells Fargo, “2025 Report: The

Impact of Women-Owned Businesses,”

(Jan, 2025) at 12, available at https://

www.wippeducationinstitute.org/_files/

ugd/2f8f8e_4330c836da414d2ea7c6ea93b80bd6a4.

pdf. Here, grew by is used interchangeably with

growth rate. From 2019 to 2024, the growth rate of

men-owned businesses was 12%.

101 Id. at 7, 10, 31-32; Babson College, supra note 7,

at 63; H&R Block, “2024 State of Women‘s Small

Business Report,” (Oct. 8, 2024) at 7, 10, available

at https://resource-center.hrblock.com/wp-content/

uploads/2024/10/2024-State-of-Womens-SmallBusiness-Report-by-Block-Advisors-ExecutiveSummary-2.pdf.

102 See H&R Block, “2024 State of Women’s Small

Business Report,” supra note 101, at 7, 10.

103 Id.

104 Id. at 8.

84 |

105 Id.

106 See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at Excel

tab “Gender of owner(s),” question “Primary

reason for not applying for financing.”

107 See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at Excel

tab “Gender of owner(s),” question “Total amount

of financing sought in prior 12 months.” Womenowned businesses include businesses where the

majority of the founders are women. Men-owned

businesses include businesses where the majority of

the founders are men.

108 Id.

109 See Brian Belley, supra note 79.

110 Id.

111 Id.

112 Undisclosed deals were excluded. See Kyle

Stanford, et al., supra note 54, at 18 and Excel tab

“Deal Activity” and “Pre-seed & Seed”.

113 Undisclosed deals were excluded. Id.

114 See United States Census Bureau, “National

Population by Characteristics: 2020-2024”

at Table “Sex, Race, and Hispanic Origin,”

(last accessed Dec 9, 2025) available at https://

www.census.gov/data/tables/time-series/demo/

popest/2020s-national-detail.html. Population

estimates are as of July 1, 2024. United States

Census Bureau, “Nonemployer Statistics by

Demographics series (NES-D): Statistics for

Employer and Nonemployer Firms by Industry,

Sex, Ethnicity, Race, and Veteran Status for

the U.S., States, Metro Areas, Counties, and

Places: 2023,” (last accessed Dec 9, 2025)

available at. Data is included for non-employer

business owners. https://data.census.gov/table/

ABSNESD2023.AB2300NESD01?q=ab2300.

Data is included for non-employer business

owners.

115 Id. Native American/Pacific Islander persons

made up 1.58% of business owners, and their

population share was 1.67%. Native American/

Pacific Islander persons include business owners

that identify as Native American, Alaska Native,

Native Hawaiian, and Pacific Islander.

116 See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at

Excel tab “Employer firms,” question “Actions

taken in response to financial challenges.” See

Gloria Guzman and Melissa Kollar, “Income

in the United States: 2024,” United States

Census Bureau, (Sept. 2025) at Excel Table A-2,

available at https://www2.census.gov/library/

publications/2025/demo/p60-286.pdf.

S E C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

117 See Gloria Guzman and Melissa Kollar, supra note

116, at Excel Table A-2. Each racial category is of

that race individually and does not include people

of that race that identify as Hispanic/Latino. Those

that identify as Hispanic/Latino can also identify as

any race.

118 See Adesola Oluwatosin Adelaja, et al.,

“Advancing financial inclusion through fintech:

Solutions for unbanked and underbanked

populations,” World Journal of Advanced

Research and Reviews, (Aug. 6, 2024) at 428,

430, available at https://www.researchgate.net/

publication/383084570_Advancing_financial_

inclusion_through_fintech_Solutions_for_

unbanked_and_underbanked_populations.

Challenges include being more likely to rely on

alternative financial services, such as payday loans

and check-cashing services.

119 See Federal Reserve Banks, “Well-Being of U.S.

Households in 2024,” (May 2025) at 51, available

at https://www.federalreserve.gov/publications/

files/2024-report-economic-well-being-ushouseholds-202505.pdf. Unbanked means that

neither the respondent nor his or her spouse/

partner had a checking, savings, or money market

account.

120 Id. at 52. Unbanked means that neither the

respondent nor his or her spouse/partner had a

checking, savings, or money market account. 4%

of White adults, 4% of Asian American adults,

11% of Hispanic/Latino adults, and 14% of

African American/Black adults were unbanked in

2023.

121 See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at Excel

tab “Race, ethnicity of owner(s),” question “Total

amount of financing sought in prior 12 months.”

In addition, 31% and 6% of Native American/

Alaska Native majority-owned businesses sought

$25,000 and $25,001-$50,000, respectively.

17% and 15% of Asian American owned

businesses sought $25,000 and $25,001-$50,000,

respectively. 31% and 19% of African American/

Black owned businesses sought $25,000 and

$25,001-$50,000, respectively. 23% and 20% of

Hispanic/Latino owned businesses sought $25,000

and $25,001-$50,000, respectively. 24% and 17%

of White owned businesses sought $25,000 and

$25,001-$50,000, respectively.

122 See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at Excel

tab “Race, ethnicity of owner(s),” questions “Best

outcome on application(s) for a business loan”

and “Best outcome on application(s) for a line of

credit.” None (0%), Some (1-50%), Most (5199%), and All (100%).

123 See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at Excel

tab “Race, ethnicity of owner(s),” question

“Primary reason for not applying for financing.”

Assumed would be denied is the same thing as a

discouraged borrower.

124 Id.

125 See Brian Belley, “Are Black Founders Accessing

Capital Through Investment Crowdfunding

in 2025?,” Kingscrowd, (Feb. 3, 2025)

available at https://kingscrowd.com/are-blackfounders-accessing-capital-through-investmentcrowdfunding-in-2025/?_bhlid=ceacd67469a9999

9f5b01b1beed5f66dcfc13b6f.

126 See supra note 95.

127 See United States Census Bureau, “State

Population Totals and Components of Change:

2020-2024,” at Table “Annual Estimates of the

Resident Population for the United States, Regions,

States, District of Columbia and Puerto Rico:

April 1, 2020 to July 1, 2024,” (last accessed

Dec. 2025) available at https://www.census.

gov/data/tables/time-series/demo/popest/2020sstate-total.html. The Bureau of Statistics and

Plans, The Government of Guam (last accessed

Dec. 9, 2025) available at https://bsp.guam.gov/

census-of-guam/. United States Census Bureau,

“Population and Housing Unit Counts” at Excel:

Table 1. “Population of the United States Virgin

Islands: 2010 and 2020,” (last accessed (Dec 9,

2025) available at https://www.census.gov/data/

tables/2020/dec/2020-us-virgin-islands.html.

128 See Nasdaq Entrepreneurial Center, “Advancing

Regional Innovation Economies: Mapping the

Momentum of America’s Top Entrepreneurial

Regions,” (Nov. 14, 2025) at 8, available at https://

nasdaqcenter.org/wp-content/uploads/2025/11/

advancing-regional-innovation-economies-2025arie-report.pdf.

129 Id. at 48.

130 This graphic is based on DERA data. The map

included depicts the amounts reported or estimated

as raised by issuers that report a primary location

in the U.S., including U.S. territories, from July 1,

2024 through June 30, 2025. See supra note 63 for

a description of how these amounts were reported

or estimated.

131 See Crowdfund Capital Advisors, supra note 81,

at 85. The report names the top 10 crowdfunding

cities as New York, San Francisco, Los Angeles,

Austin, Seattle, Brooklyn, Santa Monica, San

Diego, Atlanta, and Houston.

132 See Angela Huang, “Analysis of the Regulation

A Market: A Decade of Regulation A,” Division

of Economic and Risk Analysis, (May 2025) at

8, available at https://www.sec.gov/files/derareg-2505.pdf.

STA FF R EPORT: FI SCA L YEA R 2025

133 See Silicon Valley Bank, supra note 35, at 16.

134 Id.

135 Id.

136 See Transcript of The Small Business Forum, (Apr.

10, 2025) at 27, available at https://www.sec.gov/

files/2025-SBF-508-Transcript.pdf.

137 See U.S. Small Business Administration Office of

Advocacy, “2025 Small Business Profile,” (Sept.

9, 2025) at 1, available at https://advocacy.sba.

gov/wp-content/uploads/2025/09/FINAL_rural_

profile_2025_08_19.pdf.

138 Data from the 2020 5-year American Community

Survey (ACS) was used by DERA to estimate

the population in zip codes in rural areas.

Classification of rural areas is based on the

updated list of 2025 End of Year rural area zip

codes from the Center for Medicare & Medicaid

Services available at https://www.cms.gov/

Medicare/Medicare-Fee-for-Service-Payment/

FeeScheduleGenInfo.

139 See Federal Reserve Banks, supra note 10, at Excel

tab “Employer firms,” question “Geography.”

140 See JP Julien, et al., “Small towns, massive

opportunity. Unlocking rural America’s potential,”

McKinsey Institute for Economic Mobility, (Aug.

2025) at 7, available at https://www.mckinsey.

com/institute-for-economic-mobility/our-insights/

small-towns-massive-opportunity-unlocking-ruralamericas-potential.

141 See U.S. Small Business Administration Office of

Advocacy, supra note 137, at 1.

142 See Dr. Amanda Weinstein and Dr. Adam

Newbury, “Rural America’s Struggle to Access

Private Capital,” Center on Rural Innovation,

(May 16, 2025) at 23, available at https://

ruralinnovation.us/resources/reports/ruralamericas-struggle-to-access-private-capital/.

143 See Emily Wavering Corcoran and Jen Giovannitti,

“Barriers to Rural Investment,” Federal Reserve

Bank of Richmond, (Dec. 5, 2024) available at

https://www.richmondfed.org/region_communities/

regional_data_analysis/regional_matters/2024/

rm_12_05_24_barriers_rural_investment; see also

Dr. Amanda Weinstein and Dr. Adam Newbury,

supra note 142, at 23; see also JP Julien, et al.,

supra note 140; see also Rural and Tribal Women’s

Entrepreneurship, “An investigation of women’s

entrepreneurship across the United States through

surveys and in-depth interviews,” National

Women’s Business Council, (Feb. 7, 2025) at 30,

available at https://www.nwbc.gov/wp-content/

uploads/2025/02/NWBC_dfusion_FinalReport_2.7.25.pdf.

86 |

144 See JP Julien, et al., supra note 140 at 7; see also

Rural and Tribal Women’s Entrepreneurship, supra

note 143, at 31. Respondents almost universally

described high-speed internet as a critical

component of their business operations. Quality

internet access was named as key for tasks such

as payment processing, online sales, marketing

efforts, customer communication, and social media

management.

145 See Emily Wavering Corcoran and Jen Giovannitti,

supra note 143.

146 Id.

147 See Sanjay Ramakrishnan and Matthew Suandi,

“Who Lives in Rural America?,” U.S. Federal

Housing, (Dec. 23, 2024) available at https://www.

fhfa.gov/blog/insights/who-lives-in-rural-america.

148 See Emily Wavering Corcoran and Jen Giovannitti,

supra note 143.

149 See Dr. Amanda Weinstein and Dr. Adam

Newbury, supra note 142, at 3. The number of

rural banks declined from 5,029 in 1994 to 2,618

in 2024.

150 See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at Excel

tab “Geography,” question “Primary source

of financial services;” see also Rural and Tribal

Women’s Entrepreneurship, supra note 143, at

30; see also Dr. Amanda Weinstein and Dr. Adam

Newbury, supra note 142, at 3.

151 See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at Excel

tab “Geography,” question “Reasons for pursuing

financing at small bank.” Large banks are defined

as those with at least $10B in total assets; small

banks are those with less than $10B in total assets.

For applicable questions, respondents are shown a

list of large banks operating in their state to assist

them with proper classification of their institution.

71% of rural small businesses pursued financing at

a small bank due to an existing relationship with

the lender.

152 See Dr. Amanda Weinstein and Dr. Adam

Dewbury, supra note 142, at 6; see also infra note

154.

153 See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at i and

Excel tab “Geography,” question “Application for

financing”.

154 Based on DERA data between July 1, 2022

through June 30, 2025 for offerings conducted

under Regulation D, Regulation A, and Regulation

Crowdfunding. Classification of rural areas are

based on the updates list of 2025 End of Year rural

area zip codes from the Center for Medicare &

Medicaid Services, as described in supra note 138.

See supra note 63 for a description of how these

amounts were estimated. Data excludes offerings

by pooled funds.

S E C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

155 Id.

156 Id.

157 Id.

158 See infra note 160 for a description of how DERA

estimated the population and small businesses

in natural disaster-affected areas; see infra note

161 for a description of the survey data related

to whether or not respondent small businesses

suffered natural disaster-related losses.

159 Data from the 2020 5-year American Community

Survey (ACS) was used by DERA to estimate the

population in zip codes affected by the natural

disasters as described in infra note 160. However,

certain zip codes were identified as missing

population values, so the percentage is likely

underestimated.

160 This graphic is based on DERA data. Evaluated

from July 1, 2022 to June 30, 2025 using zip codes

affected by natural disasters, excluding COVID-19

Pandemic. Zip codes designated as affected are

defined as having one or more residents approved

for housing assistance under FEMA’s IHP program

for natural disasters with classifications of Major

Disaster Declaration and incident start dates

between July 1, 2022 and June 30, 2025, updated

on August 19, 2025. The classification method

for disaster areas is based on the methodology in

the “2017 Small Business Credit Survey – Report

on Disaster-Affected Firms,” Federal Reserve

Banks of Dallas, New York, Richmond, and San

Francisco, available at https://www.newyorkfed.

org/medialibrary/media/smallbusiness/2017/SBCSReport-on-Disaster-Affected-Firms.pdf.

161 See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at Excel

tab “Employer firms,” question “Natural disasterrelated losses.” Survey respondents identified

whether or not they “suffered natural disasterrelated losses.”

162 See Manann Donoghoe and Andre M. Perry,

“Why business leaders should demand stronger

climate adaptation policies from the federal

government,“ Brookings, (Mar. 5, 2025) available

at https://www.brookings.edu/articles/whybusiness-leaders-should-demand-stronger-climateadaptation-policies-from-the-federal-government/.

163 See Federal Reserve Banks, “2025 Report on

Employer Firms: Findings from the 2024 Small

Business Credit Survey,” supra note 10, at Excel

tab “Disaster-impacted firms,” question “Types of

insurance coverage maintained by business”.

164 Id.

165 Id. at Excel tab “Disaster-impacted firms,”

question “Loan/LOC/merchant cash advance

products applied for”.

166 Id. at Excel tab “Disaster-impacted firms,”

question “Other types of funding received.”

167 Id. at Excel tab “Disaster-impacted firms,”

question “Applications for financing.”

168 Based on DERA data between July 1, 2022

through June 30, 2025 for offerings conducted

under Regulation D, Regulation A, and Regulation

Crowdfunding. See supra note 160. See supra note

63 for a description of the methodology used to

estimate these offerings and issuers and capital

raised. Data excludes offerings by pooled funds.

169 See NVCA, supra note 2, at 8. The median size of

a VC fund in 2023 was $35.7 million in 2023.

170 Id. at 12.

171 See Khaled Abdou and Paramita Gupta, “Limited

partners’ contribution to venture capital fund

returns: newbies versus experienced,” Managerial

Finance, (Apr. 12, 2024) at 15-16, available

at https://www.emerald.com/insight/content/

doi/10.1108/MF-10-2023-0606/full/html; see also

NVCA, supra note 2, at 48.

172 See NVCA, supra note 2, at 48.

173 The typical lifespan of a VC fund has traditionally

been around 5-8 years but been increasing. See

Kyle Stanford and Collin Anderson, “Evolving

Economics of 10-Year VC Funds,” PitchBook,

(Nov. 1, 2024) at 1, available at https://pitchbook.

com/news/reports/q4-2024-pitchbook-analystnote-evolving-economics-of-10-year-vc-funds;

Michael Bodley, “VC fund extensions are LPs’

new normal—blame sluggish unicorn IPOs,”

PitchBook, (Dec. 12, 2024) available at https://

pitchbook.com/news/articles/vc-fund-extensionslps-unicorn-ipo; see also Angel List, “The State of

Venture 2024,” (Jan. 28, 2025) at 15, available at

https://www.angellist.com/data-center/the-state-ofventure-2024.

174 See Kyle Stanford et al., supra note 57, at Excel tab

“Fundraising Median and Average.”

175 Id. at Excel tabs “Deal Activity,” “Early-Stage

Activity,” “Late-Stage Activity,” and “VentureGrowth Activity.” Later-stage includes Series C

and up—using PitchBook data it is a combination

of both Late Stage and Venture Growth Activity.

Early-stage includes Series A and B. See also Kevin

Dowd, “With fewer deals and fewer new funds,

VC dollars are growing more concentrated,”

Carta, (Feb. 18, 2025) available at https://carta.

com/data/vc-concentration-2024/.

176 See Kyle Stanford et al., supra note 57, at Excel tab

“Deal Activity.”

177 Id. at 9-10 and Excel tab “Median Deal Size;” See

also Rosie Bradbury and Jacob Robbins, “41% of

all VC dollars deployed this year have gone to just

10 startups,” PitchBook, (Aug. 8, 2025) available

at https://pitchbook.com/news/articles/41-of-all-vcdollars-deployed-this-year-have-gone-to-just-10startups.

178 See Kyle Stanford et al., supra note 57, at 9 and

Excel tab “Deal x Size.”

179 See Rosie Bradbury and Jacob Robbins, supra note

177. VC dollars are concentrated in the U.S. Data

includes Jan. 1, 2025 through Aug. 7, 2025.

STA FF R EPORT: FI SCA L YEA R 2025

180 See Kyle Stanford et al., supra note 57, at 9 and

Excel tab “Deal x Size.”

181 See J.P. Morgan, “Venture Beacon Q1 2025

Report,” (June 3, 2025) at 7 and 11, available

at https://pages.fenwick.com/rs/228-VTM-002/

images/Venture-Beacon-Q1-2025.pdf; see also Kyle

Stanford et al., supra note 57, at 9 and Excel tabs

“Deal Activity” and “Mega-Rounds ($100M+).”

182 See Kyle Stanford et al., supra note 57, at 9 and

Excel tabs “Deal Activity” and “Mega-Rounds

($100M+).”

183 Id. at 9 and Excel tabs “Deal Activity” and

“Mega-Rounds ($100M+).”

184 See Kyle Stanford and Emily Zheng, “US VC

Valuations and Returns Report Q1 2025,”

PitchBook, (May 12, 2025) at 5, 8 and Excel tab

“Up down flat,” available at https://pitchbook.

com/news/reports/q1-2025-us-vc-valuations-andreturns-report. See also Teddy Lyons, “When

Startups Reprice: A Look at 2024’s Down

Rounds,” Kingscrowd, (June 1, 2025) available

at https://kingscrowd.com/article/when-startupsreprice-a-look-at-2024s-down-rounds/.

185 See Teddy Lyons, supra note 184.

186 See Kyle Stanford and Emily Zheng, supra note

184, at 5, 8 and Excel tab “Up down flat”.

187 See Kyle Stanford and Emily Zheng, “Tariffs Dim

Expectations of IPO Window,” PitchBook, (Apr.

10, 2025) at 2, available at https://pitchbook.com/

news/reports/q2-2025-pitchbook-analyst-notetariffs-dim-expectations-of-ipo-window.

188 See Kyle Stanford and Emily Zheng, supra note

184, at 4.

189 See Kyle Stanford and Emily Zheng, supra note

184, at 6 and Excel tab “Median time between

rounds;” J.P. Morgan, supra note 181, at 1; see

also Ashley Neville and Kevin Dowd, “State of

Private Markets Q1 2025,” Carta, (May 13, 2025)

available at https://carta.com/data/state-of-privatemarkets-q1-2025/; see also TrueBridge, “State of

Venture Capital,” (2025) at 17-18, available at

https://stateofvc.truebridgecapital.com/.

190 See TrueBridge, supra note 189, at 17.

191 See J.P. Morgan, supra note 181, at 13, 15.

Extension rounds increased from 23% to 28%

and follow-on investments increased from 21%

to 24%; Madeline Shi, “GPs rush to secure fund

financing as uncertainty fuels liquidity fears,”

PitchBook, (May 20, 2025) available at https://

pitchbook.com/news/articles/gps-rush-to-securefund-financing-as-uncertainty-fuels-liquidity-fears;

Michael Bodley, supra note 173; Gené Teare,

“The Growing Secondary Market In Venture:

A Conversation On The Emergence Of VC

Continuation Funds,” Crunchbase News, (May

30, 2025) available at https://news.crunchbase.

com/liquidity/secondary-market-continuationfunds-eapen-goudey-sidley/.

192 See NVCA, supra note 2, at 49.

88 |

193 See Dr. Amanda Weinstein and Dr. Adam

Dewbury, supra note 142, at 13.

194 See Kyle Stanford et al., supra note 57, at Excel

tab “Fundraising Activity”; Silicon Valley Bank,

“Trends Impacting Private Markets Global Fund

Banking Outlook Report H1 2025,” (2025) at

9, available at https://www.svb.com/globalassets/

trendsandinsights/reports/global-fund-bankingoutlook/2025/h1-2025-gfb-outlook.pdf; Kevin

Dowd, “With fewer deals and fewer new funds,

VC dollars are growing more concentrated,”

Carta, (Feb. 18, 2025) available at https://carta.

com/data/vc-concentration-2024/.

195 See Silicon Valley Bank, supra note 194, at 9 (up

from 12% in H1 2024 and 20% in H2 2024).

196 See Rosie Bradbury, “9 VC firms collected

half of all money raised by US funds in 2024,”

PitchBook, (Dec. 11, 2024) available at https://

pitchbook.com/news/articles/us-vc-fundraisingconcentration-andreessen-horowitz; George

Hammond, “Number of US venture capital

firms falls as cash flows to tech’s top investors,”

Financial Times, (Jan. 1, 2025) available at https://

www.ft.com/content/7a787423-9466-4e55-8c0e8811cfe44dd3; Kevin Dowd, supra note 194;

Kyle Stanford et al., supra note 57, at Excel tab

“Fundraising Median and Average”.

197 See Rosie Bradbury, supra note 196.

198 See Kyle Stanford et al., supra note 57, at 36 and

Excel tab “Fundraising Activity”; Venture Capital

Journal (May/June 2025) at 39, available at https://

www.venturecapitaljournal.com/download-themay-june-2025-issue-of-venture-capital-journal/;

Lawrence Aragon, “The slog continues,” Venture

Capital Journal, (July 10, 2025) available at

https://www.venturecapitaljournal.com/the-slogcontinues-2/.

199 See Kyle Stanford et al., supra note 57, at 36 and

Excel tab “Fundraising Activity”.

200 Id. at 37-38 and Excel tab “Fundraising x

Experience.” Source defines an emerging manager

as those who have launched less than 4 funds.

201 See Dr. Michail Michailow, “Competing Funding

Stages in Emerging VC,” VC Lab, (2025) available

at https://govclab.com/2025/02/20/pre-seed-versusseed-stage-which-one-to-choose/.

202 Id.

203 Id.

204 See Silicon Valley Bank, supra note 194, at 10.

205 See George Hammond, supra note 196.

206 See Kyle Stanford et al., supra note 57, at 24 and

Excel tabs “Deal Activity” and “NTI.”

207 Id. at 39.

208 Id. at Excel tabs “Deal Activity” and “NTI.” 72%,

4%, and 24% of deal value went to pre-seed and

seed, early-stage, and later-stage, respectively.

42%, 28%, and 30% of deal count went to

pre-seed and seed, early-stage, and later-stage,

respectively.

SE C O FFICE O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

209 See Venture Capital Journal, “Making

connections. LPs focus on relationship building,”

(March/April 2025) at 29, available at https://

www.venturecapitaljournal.com/download-themarch-april-2025-issue-of-venture-capital-journal/.

Survey was conducted in September and October

2024 and asked about the next 12-month period.

210 See David Bogoslaw, “LPs build new relationships

amid challenges for VC,” Venture Capital

Journal, (Mar. 3, 2025) available at https://www.

venturecapitaljournal.com/lps-are-focused-onbuilding-relationships/; SS&C Intralinks, “2025

SS&C Intralinks LP Survey,” (Oct. 8, 2024) at 10,

available at https://www.intralinks.com/resources/

publications/2025-ssc-intralinks-lp-survey 41% of

LPs plan to increase the number of relationships

they have with venture fund managers this year

(up from 33%). 17% of LPs plan to decrease the

number of relationships they have with venture

fund managers this year (down from 19%).

211 See Silicon Valley Bank, supra note 194, at 10.

212 Id.

213 See Kyle Stanford and Collin Anderson, supra note

173, at 12; Kyle Stanford and Collin Anderson,

“VC-Backed Companies Taking Advantage of

Slow M&A Market,” PitchBook, (Mar. 10,

2025) at 4, available at https://pitchbook.com/

news/reports/q1-2025-pitchbook-analyst-note-vcbacked-companies-taking-advantage-of-slow-mamarket.

214 See Kyle Stanford and Collin Anderson, supra note

173, at 12 and Excel tab “Company age since first

VC.”

215 See Kyle Stanford, et al., “Seed Under Pressure,”

PitchBook, (Oct. 28, 2025) at 1, available at

https://pitchbook.com/news/reports/q4-2025pitchbook-analyst-note-seed-under-pressure.

216 See Ryan Hibbison, “Continuation funds:

experts weigh in,” Venture Capital Journal,

(June 26, 2025) available at https://www.

venturecapitaljournal.com/continuation-fundsaccording-to-the-experts/.

217 See Emily Zheng and Harrison Waldock,

“Q2 2025 US VC Secondary Market Watch,”

PitchBook, (Aug. 25, 2025) at 9, available at

https://pitchbook.com/news/reports/q2-2025-us-vcsecondary-market-watch. The secondary market

is estimated to range between $48 billion and $72

billion with a midpoint of $61 billion. Other exit

values include IPOs and acquisitions.

218 See Silicon Valley Bank, supra note 35, at 36.

Investors include buyers (12%) and sellers (16%).

219 See Emily Zheng and Collin Anderson, “Sizing the

US VC Secondaries Market,” PitchBook, (Mar.

24, 2025) at 1, available at https://pitchbook.com/

news/reports/q1-2025-pitchbook-analyst-notesizing-the-us-vc-secondaries-market.

220 See Kyle Stanford et al., supra note 57, at Excel

tabs “Exit Activity” and “Exits x Type”; see

also Brian J. Broughman, et al., “No Exit,” 100

N.Y.U. L. REV., (June 28, 2025) at 10, available at

https://papers.ssrn.com/sol3/papers.cfm?abstract_

id=5316792.

221 See Kyle Stanford et al., supra note 57, at Excel

tabs “Exit Activity” and “Exits x Type.”

222 See AngelList, “The State of U.S. Early-Stage

Venture and Startups 2024,” (Jan. 28, 2025) at

15-16, available at https://www.angellist.com/

data-center/the-state-of-venture-2024; Lawrence

Aragon, supra note 198; Kyle Stanford and Emily

Zheng, supra note 184, at 18-19; Bryce Jones and

Denise Dunlap, “Distributions to Paid-In Capital

(DPI)—What Investors Seeking Liquidity Need

to Know,” Angel Capital Association, (Sept. 25,

2025) available at https://angelcapitalassociation.

growthzoneapp.com/ap/EmailViewer/LxGAjQeP.

223 See Kyle Stanford, et al., “US VC Valuations and

Returns Report Q2 2025,” PitchBook (Aug.

11, 2025) at 17-18 and Excel tab “Distributions

as a % of NAV,” available at https://pitchbook.

com/news/reports/q2-2025-us-vc-valuations-andreturns-report. The average distribution rate is the

average annual distribution rate as a percentage of

net asset value (NAV) for the years ended Dec. 31,

2004 through Dec. 31, 2024. The distribution rate

is the 12-month distribution rate as a percentage of

NAV per quarter.

224 See Jacob Robbins and Kia Kokalitcheva, “IPOs

and (some) VC liquidity finally arrived in Q3,”

PitchBook, (Sept. 26, 2025) available at https://

pitchbook.com/news/articles/ipos-and-some-vcliquidity-finally-arrived-in-q3; Recommendations

of the Investor as Owner and Market Structure

Subcommittees of the SEC Investor Advisory

Committee, “Retail Investor Access to Private

Market Assets,” (Sept. 18, 2025) at 6 and FN 18,

available at https://www.sec.gov/files/iac-privatemarkets-091125.pdf; Houlihan Lokey, “2024

Continuation Fund Study,” (May 2025) at 9,

available at https://cdn.hl.com/pdf/2025/2024continuation-fund-study.pdf.

225 See Jacob Robbins and Kia Kokalitcheva, supra

note 224.

226 Id.

227 See Recommendations of the Investor as Owner

and Market Structure Subcommittees of the SEC

Investor Advisory Committee, supra note 224, at 6

and FN 18.

228 See supra note 95.

229 See Kyle Stanford, et al., supra note 57, at 9 and

Excel tab “Deal Activity” and “Pre-seed & Seed.”

Undisclosed deals were excluded. In addition, deal

activity excludes one company where its female

founder left the company prior to a $10 billion

capital raise in Q1 2023, a $6.6 billion capital raise

in 2024, and $40 billion capital raise in 2025.

STA FF R EPORT: FI SCA L YEA R 2025

230 Id. Undisclosed deals were excluded. In addition,

deal activity excludes one company where its

female founder left the company prior to a $10

billion capital raise in Q1 2023, a $6.6 billion

capital raise in 2024, and $40 billion capital raise

in 2025.

231 See Annemarie Donegan and Sara Good,

“2024 U.S. All In: Female Founders in the VC

Ecosystem,” PitchBook, (Mar. 5, 2025) at 20

and Excel tabs “Burn rates” and “Exit medians,”

available at https://pitchbook.com/news/

reports/2024-us-all-in-female-founders-in-the-vcecosystem.

232 Id. at 20 and Excel tab “Exit medians.” The graph

illustrates the data, as rounded.

233 Id. at Excel tab “Burn rates.” The median burn

rate for women founded companies is $272K per

month compared to $324K per month for all U.S.

VC-backed companies.

234 See Venture Forward and NCVA, “VC Human

Capital Survey,” (May 2025) at 8, available

at https://ventureforward.org/wp-content/

uploads/2025/06/VC-Human-Capital-Survey5th-Edition-Results_FINAL.pdf. In 2022, women

made up 26% of all investment professionals, 35%

of junior professionals, and 19% of investment

partners.

235 Id. The percentage of women VC decision-makers

that originate deals is up from 25% in 2022 and

24% in 2020.

236 See Fairview, “Woman and Minority-Owned

Private Equity and Venture Capital Firms,” (Mar.

24, 2025) at 10, available at https://fairview.cdn.

prismic.io/fairview/Z-IkdHdAxsiBv2U2_Fairview2024MarketReviewofWomanandMinorityOwnedFirms.pdf.

237 See Annemarie Donegan and Sara Good, supra

note 231, at 11 and Excel tab “Decision-makers x

size.” Decision-makers include partners, principles,

and managing directors. See also All Raise,

“2024 Annual Report,” at 4, available at https://

annualreport.allraise.org/digital/.

238 See Kevin Dowd, et al., “Carta Annual Equity

Report 2024,” (Dec. 17, 2024) available at https://

carta.com/data/equity-report-2024/.

239 Id.

240 Id.

241 See Venture Forward and NCVA, supra note 234,

at 10-12, 14.

242 See supra note 95.

243 See NVCA, supra note 169, at 11.

244 Id. at 15.

245 This graphic is based on DERA data. See supra

note 63 for a description of how these amounts

were reported or estimated. See supra note 86 for a

description of how 3(c)(1) funds and 3(c)(7) funds

were estimated.

90 |

246 See Dr. Amanda Weinstein and Dr. Adam

Dewbury, supra note 142, at 7, noting the top 5

private fundraising metro areas in 2023 were San

Francisco-Oakland-Berkeley, Boston-CambridgeNewton, New York-Newark-Jersey City, Los

Angeles-Long Beach-Anaheim, and ChicagoNaperville-Elgin.

247 Id. at 13, 15. Rural includes all nonmetro

countries.

248 This graphic is based on DERA data, including

pooled funds. This data was collected from LSEG

SDC Platinum database.

249 This graphic is based on DERA data, excluding

IPOs filed by pooled funds. Pooled funds consist

of issuers that are closed-end funds, commodity

contracts broker-dealers, unit investment trusts,

and business development companies. This graphic

includes the top industries by IPO proceeds.

Additional offerings by non-pooled and nonSPAC fund issuers accounted for approximately

$3.5 billion in the twelve months ended June 30,

2025. Pooled investment funds accounted for

approximately $107 million in the twelve months

ended June 30, 2025.

250 This graphic is based on DERA data, including

pooled funds. This data was collected from LSEG

SDC Platinum database. IPOs by small companies

include IPOs by U.S. companies that after the

non-SPAC offering have a size less than or equal

to $250 million, calculated by multiplying price of

the company’s stock at the close of the day of the

offering by the number of outstanding shares on

the day of the offering. IPOs by large companies

include IPOs by companies that after the nonSPAC offering have a size greater than $250

million, calculated as described above. Data from

the Center for Research in Securities Prices (CRSP),

Dealogic, Bloomberg, and Compustat were used

to fill in missing information from LSEG. Those

companies missing a stock price on the offering

day or number of outstanding shares are not

included in the statistics. The estimates provided

in this graph for small public companies are based

on the estimated market capitalization for the

issuer on the date of the offering as provided in

the above-listed databases. Revisions in the most

recent estimates were due to the revisions in the

source data.

251 See Jay R. Ritter, “Initial Public Offerings: Updated

Statistics,” (Nov. 6, 2025) at 10-11, available

at https://site.warrington.ufl.edu/ritter/files/IPOStatistics.pdf.

252 Id.

253 Id.

SE C O FFIC E O F TH E ADVO CATE FOR SMA LL B USI N ESS CA PI TA L FOR MATI ON

254 See Andres Almazan, et al., “Access to Capital

and the IPO Decision: An Analysis of US

Private Firms,” Institute for Private Capital,

(Nov. 2024) at 2-4, 18, 22, available at https://

uncipc.org/wp-content/uploads/2024/11/Weitzner_

IPO_Paper.pdf.

255 Id. at 12-13. A 10% increase in sales increases the

likelihood of a company doing an IPO by 64%

from its base rate of 0.20%.

256 Id. at 13. A one-standard deviation increase in

capital expenditures and assets (10%), increases

the likelihood of a company doing an IPO by

about 43%.

257 Id. A one standard deviation decrease in

profitability (0.43), increases the likelihood of a

company doing an IPO by about 77%.

258 Id. at 2-4, 18, 22.

259 Id. at 17-18.

260 See Schwab, “Credit Spreads: Under the Radar,

but Influential,” (May 29, 2025) available at

https://www.schwab.com/learn/story/creditspreads-under-radar-but-influential. A company’s

credit spread is the difference between the yield

on its bonds and the yield on a comparable U.S.

Treasury bond.

261 See Cooley, “Post-IPO Governance Trends 2025,”

(Nov. 18, 2025) at 52-53, available at https://

ipogo.cooley.com/post-ipo-governance-trendsreport-what-companies-face-in-their-early-years-aspublic-companies/.

262 Id. at 52-53. Services Includes companies in sectors

such as financial technology, insurance, advertising

technology, ridesharing and delivery, real estate

brokerage, and IT or cybersecurity services. Many

companies in this industry maintain a heavily

software-based or otherwise technology-focused

business model and are similar to companies

included in the software industry category.

263 Data on U.S. listed domestic firms was estimated

by DERA based on the Center for Research in

Security Prices (CRSP) database. The analysis

includes U.S. common stocks (share codes 10 and

11) listed on NYSE, NYSE MKT, and Nasdaq.

The analysis excludes investment funds and trusts

(Standard Industrial Classification codes 6722,

6726, 6798, and 6799). A company with several

classes of shares is counted once. Data for 2025

represents the number of listed firms and market

capitalization as of October 31, 2025. Small

exchange-listed companies include companies

with a market capitalization of $250 million or

less; large exchanged-listed companies include

companies with a market capitalization of more

than $250 million.

264 See Mark J. Roe and Charles C.Y. Yang, “Half

the Firms, Double the Profits: Public Firms’

Transformation, 1996-2022,” Journal of Law,

Finance, and Accounting, (Feb. 17, 2025) at

229-230, available at https://www.nowpublishers.

com/article/Details/LFA-0070; Craig Doidge, et

al., “Are There Too Few Publicly Listed Firms in

the US?,” ECGI, (Mar. 15, 2025) at 8, available at

https://papers.ssrn.com/sol3/papers.cfm?abstract_

id=5163070.

265 See René M. Stultz, “Are There Too Few Publicly

Listed Firms in the US?,” Harvard Law School

Forum on Corporate Governance, (Apr. 2,

2025) available at https://corpgov.law.harvard.

edu/2025/04/02/are-there-too-few-publiclylisted-firms-in-the-us/; Craig Doidge, et al., supra

note 264, at 8-10. The 1996 aggregate market

capitalization is provided in 2023 constant dollars.

In 1996, the average market capitalization of

a listed firm was $2.05 billion in 2023 dollars.

By 2023, the average market capitalization was

$11.35 billion.

266 See Mark J. Roe and Charles C.Y. Yang, supra

note 264, at 226.

267 Id.

268 This data is based on DERA data. Registered

company and exchange data was collected from

Intelligize database for public companies that

report a primary location in the U.S., including

U.S. territories. Records are from 10-K, 10-Q,

20-F, 40-F, and their amendments that were

filed between 7/1/2024-6/30/2025. Issuers with

missing exchange information and that filed for

withdrawal of their securities on Form 15, Form

25, or Form RW have been removed from the

issuer counts. Market cap information is as of

6/30/2025. When applicable, missing market cap

data was filled in with Bloomberg first, CRSP,

and then Capital IQ when available based on

ticker-CUSIP information from WRDS. Small

exchange-listed companies includes companies

with a market capitalization of $250 million or

less; large exchange-listed companies includes

companies with a market capitalization of more

than $250 million. The list of exchanges can be

found at https://www.sec.gov/about/divisionsoffices/division-trading-markets/national-securitiesexchanges. As of 6/30/2024, there were 2,630

smaller public companies and 2,491 larger public

companies.

269 Id. Public company issuers outside of these top

industries accounted for an additional 1,284

issuers, including 501 small public companies and

783 large public companies. Offerings by pooled

funds accounted for an additional 127 issuers,

including 46 small public companies and 81 large

public companies. See supra note 268.

STA FF R EPORT: FI SCA L YEA R 2025

270 This graphic is based on DERA data. Registered

offering data includes IPOs and registered

secondary equity offerings and was collected

from LSEG SDC Platinum database. Registered

debt offerings have been excluded. Small public

companies include U.S. public companies with a

size less than or equal to $250 million on the

date of the offering, calculated by multiplying

price of the company’s stock at the close of the

day of the offering by the number of outstanding

shares on the day of the offering. Data from

CRSP, Dealogic, Bloomberg, and Compustat

were used to fill in missing information from

LSEG. Those companies missing a stock price

on the offering day or number of outstanding

shares are not included in the statistics. The

estimates provided in this graph for small public

companies are based on the estimated market

capitalization for the issuer on the date of the

offering as provided in the above-listed databases.

Revisions in the most recent estimates were due to

the revisions in the source data. See supra

note 268 for additional information. The graph

illustrates the data, as rounded.

271 Id.

272 This graphic includes the top industries by

aggregate proceeds raised in registered equity

offerings by small public companies, excluding

pooled funds, as of June 30, 2025. Offerings for

industries outside of these top industries accounted

for approximately $861 million in the 12 months

ended June 30, 2025. Offerings by pooled funds

accounted for approximately $103 million in the

12 months ended June 30, 2025. See supra note

268 for additional information about the estimated

number of small public companies and the

percentage that raised capital through a registered

equity offering.

273 See Report to the Chairman of the Subcommittee

on Capital Markets, Committee on Financial

Services, House of Representatives, “SarbanesOxley Act. Compliance Costs Are Higher for

Larger Companies but More Burdensome for

Smaller Ones,” United States Government

Accountability Office, (June 2025) at 10, Table 2,

available at https://www.gao.gov/assets/gao-25107500.pdf.

274 Id. at 12.

275 Id. at 11-15. Companies that are required

to comply with SOX 404(b) requirements

(accelerated and large accelerated filers) had 19%

higher costs than their exempt (non-accelerated

filers) counterparts.

276 See Robert Bartlett and Colleen Honigsberg,

“When Disclosure Pays: Evidence from the OverThe-Counter Markets,” Stanford Law School,

(July 21, 2025) at 5-6, 23, 25, 27, available at

https://papers.ssrn.com/sol3/papers.cfm?abstract_

id=5357679.

92 |

277 See “The State of Investor Relations in 2025,”

Irwin, (Mar. 2025) at 26, available at https://www.

getirwin.com/ebooks/state-of-investor-relations2025#download. Data is provided for companies

with less than $500 million in market cap—the

study groups this category as nano-micro cap.

278 See Aaron Monroe, CFA, “Under the Micro(cap)

Scope,” Diamond Hill, (June 17, 2025), available

at https://www.diamond-hill.com/insights/a-807/

articles/under-the-microcap-scope/.

279 See FTSE Russell, “Index Factsheet—Russell

Microcap Index” (Oct. 2025) available at https://

www.lseg.com/en/ftse-russell/index-resources/

factsheets. The Russell Microcap Index includes

the smallest 1,000 securities in the small-cap

Russell 2000® Index, plus the next 1,000 smallest

eligible securities by market cap.

280 See supra note 95.

281 This graphic is based on DERA data. The map

included depicts the amounts reported or estimated

as raised by issuers that report a primary location

in the U.S., including U.S. territories, from July 1,

2024 through June 30, 2025. See supra note 63 for

a description of how these amounts were reported

or estimated.

282 Based on DERA data between July 1, 2022

through June 30, 2025 for registered equity

offerings by small public companies. Classification

of rural areas are based on the updates list of 2024

End of Year rural area zip codes from the Center

for Medicare & Medicaid Services, as described

in supra note 138. See supra note 270 for a

description of the methodology used to estimate

these offerings and capital raised. Data excludes

offerings by pooled funds. Small pub

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