The Formation Record · 2026-08-30
Most new venture funds are not funds
56% of 2025 venture Form D filings are single-deal series vehicles with a median offering of $280,000. Take them out and the decade's growth falls from sevenfold to threefold.
Every private fund selling securities under Regulation D files a Form D. Counting those filings is how the industry measures fund formation, and it is how we measured it in our own first report. The count has a problem, and it has been getting worse for six years.
A growing share of what gets counted as a new fund is a series vehicle — a single-deal SPV formed to put one group of investors into one company. It files its own Form D, so it appears in the record as a new fund. It is not a fund in any sense a manager or an allocator would recognise: it has one asset, no blind pool, and frequently no management fee.
Fifty-six percent
In 2025, 4,694 of 8,377 venture-fund Form D filings — 56.0% — were series vehicles. In 2016 the figure was 1.6%.
| Year | VC filings | Series vehicles | Share | VC excluding them |
|---|---|---|---|---|
| 2016 | 1,130 | 18 | 1.6% | 1,112 |
| 2017 | 1,164 | 17 | 1.5% | 1,147 |
| 2018 | 1,497 | 9 | 0.6% | 1,488 |
| 2019 | 2,742 | 835 | 30.5% | 1,907 |
| 2020 | 3,758 | 1,545 | 41.1% | 2,213 |
| 2021 | 9,300 | 4,986 | 53.6% | 4,314 |
| 2022 | 10,479 | 6,046 | 57.7% | 4,433 |
| 2023 | 7,346 | 3,753 | 51.1% | 3,593 |
| 2024 | 7,644 | 3,798 | 49.7% | 3,846 |
| 2025 | 8,377 | 4,694 | 56.0% | 3,683 |
The inflection is 2019. Before it, series vehicles were a rounding error in the venture numbers. After it, they are most of them.
What this does to the growth story
Venture-fund formation rose 7.4× between 2016 and 2025 on the headline count. Excluding series vehicles, it rose 3.3×.
Both numbers are real. They answer different questions. If you want to know how much venture activity there is, the first is closer. If you want to know how many firms with a fund to manage there are — which is the question an emerging manager, an allocator or a service provider is actually asking — the second is the one that matters, and it is less than half the first.
Across all pooled funds the same correction applies more gently. Formation grew 82% on the headline count, and 57% excluding series vehicles.
It is almost entirely a venture phenomenon
| Strategy, 2025 | Filings | Series vehicles | Share |
|---|---|---|---|
| Venture Capital Fund | 8,377 | 4,694 | 56.0% |
| Private Equity Fund | 8,081 | 623 | 7.7% |
| Other Investment Fund | 7,706 | 454 | 5.9% |
| Hedge Fund | 10,007 | 71 | 0.7% |
Hedge funds are 0.7% series vehicles. The structure barely exists there, which is why the hedge fund numbers need almost no adjustment — and why the comparison between hedge and venture formation, done on raw counts, is not comparing like with like.
They are small
The size gap is the clearest evidence that these are different animals. Among 2025 filings stating a dollar offering amount:
| 25th pct | Median | 75th pct | 90th pct | |
|---|---|---|---|---|
| Series vehicles | $115,924 | $280,000 | $961,436 | $3,000,000 |
| Everything else | $1,975,000 | $11,160,000 | $75,000,000 | $300,000,000 |
A median of $280,000 against $11,160,000. The typical series vehicle is roughly 40 times smaller than the typical everything-else. Counting one of each as “two new funds” is the problem in a single line.
What we got wrong
Our first Formation Record, published two days ago, reported that venture-fund formation went from 1,130 a year to a 2022 peak of 10,479 — “a ninefold rise in six years”. That figure is right on the raw count and misleading as a description of the market. Excluding series vehicles the 2022 peak is 4,433, and the rise is fourfold rather than ninefold.
That report’s central finding is unaffected: hedge fund formation was flat across the decade, and it remains flat — −1.6% excluding series vehicles against −2.0% on the raw count — because the structure is almost absent from hedge funds. What changes is the size of the “everything else grew” side of that comparison. It grew, but by less than we said, and a large part of what we counted as growth was a change in how deals get papered rather than in how many funds exist.
The first report has been annotated with this finding.
Method
Computed from Form D filings retrieved from SEC EDGAR covering 2016-01-01 through 2025-12-31 — 506,218 filings, of which 290,732 are pooled investment funds, as retrieved on 2026-08-31. The SEC throttles bulk retrieval and we refill the throttled days over subsequent nights, so a closed year keeps gaining filings for some weeks; these counts describe the record as we held it on that date. A filing is counted as a series vehicle when the issuer name contains the phrase “a series of”, the convention used by series limited partnerships and series LLCs on the platforms that dominate this structure.
That test is deliberately conservative. It catches the naming convention, not the structure: an SPV that does not use the phrase is counted here as an ordinary fund. Every series-vehicle figure in this report is therefore a floor, and the true share is higher by an amount we cannot measure from the name alone. We prefer a number that understates to one that assumes.
Strategy labels are the issuer’s own selection on the form. Counts are of filings, not of dollars, managers or firms. Percentile figures use only filings that state a dollar offering amount; those filed as “Indefinite” are excluded from the size table and included everywhere else.
This is analysis of a public filing record. It is not legal advice and not a recommendation about any fund, manager or strategy.