Syndication basics
Private Real Estate Offerings by State: Form D Data
The state data
- Top issuer state
- Texas, 14.4%
- Top five states
- 42.3% of offerings
- Census South
- 42.6% of offerings
- Organized in Delaware
- 42.3% of issuers
- Based in Delaware
- 3.1% of issuers
- Period
- Oct 1, 2025 to Sep 30, 2026
SEC Form D data sets, pulled Oct 20, 2026. Relli analysis, Oct 21, 2026.
The short answer
Counted as real estate syndications by state, Texas leads: Texas-based issuers filed 599 of 4,172 new real estate Form D offerings (14.4%). California (10.2%), Florida (7.5%) and New York (6.4%) follow, in filings from October 2025 to September 2026. Form D records where the issuer is based, not where the property is.
The state data
- Top issuer state
- Texas, 14.4%
- Top five states
- 42.3% of offerings
- Census South
- 42.6% of offerings
- Organized in Delaware
- 42.3% of issuers
- Based in Delaware
- 3.1% of issuers
- Period
- Oct 1, 2025 to Sep 30, 2026
SEC Form D data sets, pulled Oct 20, 2026. Relli analysis, Oct 21, 2026.
- Texas files the most. Texas-based issuers filed 599 of 4,172 real estate offerings, ahead of California and Florida.
- The South leads the regions. Census South issuers filed 42.6% of offerings, against 16.7% for the Midwest.
- Minimums barely move by state. The median stated minimum is $50,000 in 24 of the 32 states with 30+ offerings.
- The state is the sponsor's, not the property's. Form D records the issuer's principal place of business and has no property-location field.
In this guide · 13 sections
- Which states file the most real estate syndications?
- Which cities do real estate sponsors file from?
- Does a Form D state show where the property is?
- Why do Delaware and Wyoming rank so high?
- How do Sun Belt and Midwest offerings compare?
- Which Census divisions file the most offerings?
- Do minimums and offering sizes differ by state?
- Which states use Rule 506(c) most often?
- Did the state ranking change during the year?
- How did Relli assign each offering to a state?
- What can state-level Form D data not show?
- How can you download and cite the state data?
- Which states are best for real estate syndication?
Where sponsors file
Which states file the most real estate syndications?
Texas files the most real estate syndications by state: 599 of 4,172 new real estate Form D offerings, or 14.4%, came from Texas-based issuers. California, Florida, New York and Georgia complete the top five.
Relli counted 4,172 new U.S. real estate offerings filed on Form D with the Securities and Exchange Commission (SEC) in the year to September 30, 2026. Each one sits in the state where the issuer says it is based, which is usually the sponsor's office, not the property.
| Issuer state | Offerings | Share | Distinct issuers |
|---|---|---|---|
| Texas | 599 | 14.4% | 576 |
| California | 424 | 10.2% | 410 |
| Florida | 313 | 7.5% | 273 |
| New York | 265 | 6.4% | 252 |
| Georgia | 162 | 3.9% | 157 |
| Illinois | 152 | 3.6% | 150 |
| North Carolina | 145 | 3.5% | 144 |
| Colorado | 142 | 3.4% | 139 |
| Arizona | 136 | 3.3% | 130 |
| Delaware | 129 | 3.1% | 128 |
| Utah | 128 | 3.1% | 125 |
| Washington | 123 | 2.9% | 122 |
| Ohio | 117 | 2.8% | 116 |
| Indiana | 93 | 2.2% | 81 |
| Minnesota | 92 | 2.2% | 88 |
| All other states, DC and abroad | 1,152 | 27.6% | n/a |
The top five states hold 42.3% of offerings and the top 15 hold 72.4%, while every state and the District of Columbia had at least one. Only 9 offerings (0.2%) listed an address outside the 50 states and DC.
Which cities do real estate sponsors file from?
New York City and Dallas lead the issuer cities, with 158 and 156 offerings.
| City | State | Offerings |
|---|---|---|
| New York | NY | 158 |
| Dallas | TX | 156 |
| Chicago | IL | 87 |
| Atlanta | GA | 81 |
| Charlotte | NC | 78 |
| Houston | TX | 78 |
| Dover | DE | 73 |
| Austin | TX | 62 |
| Denver | CO | 61 |
| Scottsdale | AZ | 59 |
| Indianapolis | IN | 55 |
| Boston | MA | 55 |
Texas places three cities on the list: Dallas, Houston and Austin. Dover is the odd one out: its count comes almost entirely from registered-agent addresses, not sponsors working there.
Issuer, not property
Does a Form D state show where the property is?
A Form D state does not show where the property is. The field is the issuer's principal place of business, from Item 2 of the form.
Form D has no field for property location, so a Dallas sponsor buying apartments in Ohio files as a Texas issuer. Item 2 is also separate from Item 1, the state where the entity is legally organized. Only 50.3% of issuers are organized in the same state as their business address.
Why do Delaware and Wyoming rank so high?
Delaware and Wyoming rank high mainly because of registered-agent addresses, not because many sponsors work there. A registered agent is a service that accepts legal papers for a company.
- Delaware. 1,764 issuers (42.3%) are organized in Delaware, but only 129 (3.1%) list a Delaware business address. At least 115 of those 129 (89%) use a registered-agent or virtual-office street address, 73 of them in Dover.
- Delaware-address issuers look different from the rest: 34.9% sell pooled fund interests (12.9% overall), and 65.1% had made no sale at first filing (34.3% overall).
- Wyoming. 47 of the 51 Wyoming-address offerings list Sheridan or Cheyenne, the two hubs for Wyoming registered agents.
A registered-agent address is not an office, so the sponsor is usually based somewhere else. Other states may carry smaller versions of this effect that Relli did not measure.
Census regions
How do Sun Belt and Midwest offerings compare?
Census South issuers filed 1,779 offerings, about two and a half times the Midwest's 697. This study answers Sun Belt questions with the Census South and West regions.
The Census Bureau does not define a Sun Belt. The most-cited research definition, from Rice University's Kinder Institute, follows the 36°30' parallel, which splits California, Nevada, Oklahoma, Tennessee and North Carolina. State data cannot follow that line without inventing a grouping, so this study uses Census regions.
| Census region | Offerings | Share | Median size | Under 506(c) |
|---|---|---|---|---|
| South | 1,779 | 42.6% | $5.0M | 31.2% |
| West | 1,164 | 27.9% | $5.0M | 30.1% |
| Midwest | 697 | 16.7% | $5.0M | 27.4% |
| Northeast | 523 | 12.5% | $6.0M | 24.3% |
| Outside the 50 states and DC | 9 | 0.2% | $750,000 | 11.1% |
The regions differ in volume far more than in terms, and every region's median stated minimum is $50,000. The South total includes Delaware's 129 offerings, because the Census Bureau places Delaware, Maryland and DC in the South.
- South: DE, DC, FL, GA, MD, NC, SC, VA, WV, AL, KY, MS, TN, AR, LA, OK, TX.
- West: AZ, CO, ID, MT, NV, NM, UT, WY, AK, CA, HI, OR, WA.
- Midwest: IL, IN, MI, OH, WI, IA, KS, MN, MO, NE, ND, SD.
- Northeast: CT, ME, MA, NH, RI, VT, NJ, NY, PA.
Which Census divisions file the most offerings?
The South Atlantic division files the most offerings, with 973 (23.3%), followed by West South Central, which is mostly Texas, at 683.
| Census division | Offerings | Share | Median size | Under 506(c) |
|---|---|---|---|---|
| South Atlantic | 973 | 23.3% | $5.8M | 33.5% |
| West South Central | 683 | 16.4% | $5.0M | 29.7% |
| Pacific | 603 | 14.5% | $5.0M | 29.5% |
| Mountain | 561 | 13.4% | $5.0M | 30.7% |
| East North Central | 475 | 11.4% | $5.0M | 23.4% |
| Middle Atlantic | 397 | 9.5% | $6.0M | 27.0% |
| West North Central | 222 | 5.3% | $5.0M | 36.0% |
| New England | 126 | 3.0% | $6.5M | 15.9% |
| East South Central | 123 | 2.9% | $3.7M | 21.1% |
East North Central (Illinois, Indiana, Michigan, Ohio and Wisconsin) is the only division with a median stated minimum under $50,000, at $35,000.
Terms by state
Do minimums and offering sizes differ by state?
Stated minimums barely differ by state: 24 of the 32 states with 30 or more offerings have a $50,000 median. Offering sizes vary more, from $2.2 million in Arkansas to $8.2 million in Missouri, leaving out Delaware.
Five states sit at a $25,000 median: New York, Illinois, Colorado, Wisconsin and Oklahoma. Tennessee is at $31,800 and South Carolina at $45,000. The national market view, with the full spread of minimums, is in the private real estate minimums data study.
| Issuer state | Offerings | Median minimum | Median size | Under 506(c) |
|---|---|---|---|---|
| Texas | 599 | $50,000 | $5.0M | 27.9% |
| California | 424 | $50,000 | $6.5M | 32.1% |
| Florida | 313 | $50,000 | $5.1M | 24.6% |
| New York | 265 | $25,000 | $5.5M | 24.5% |
| Georgia | 162 | $50,000 | $5.5M | 38.3% |
| Illinois | 152 | $25,000 | $7.5M | 25.7% |
| North Carolina | 145 | $50,000 | $4.0M | 37.9% |
| Colorado | 142 | $25,000 | $6.0M | 23.9% |
| Arizona | 136 | $50,000 | $6.5M | 30.9% |
| Delaware | 129 | $50,000 | $20.0M | 53.5% |
| Utah | 128 | $50,000 | $3.1M | 17.2% |
| Washington | 123 | $50,000 | $3.0M | 23.6% |
| Ohio | 117 | $50,000 | $5.0M | 23.9% |
| Indiana | 93 | $50,000 | $3.2M | 23.7% |
| Minnesota | 92 | $50,000 | $5.0M | 35.9% |
| Maryland | 87 | $50,000 | $5.0M | 16.1% |
| Pennsylvania | 79 | $50,000 | $6.9M | 22.8% |
| Virginia | 79 | $50,000 | $5.5M | 41.8% |
| Massachusetts | 77 | $50,000 | $6.5M | 14.3% |
| Wisconsin | 68 | $25,000 | $5.0M | 20.6% |
| Nevada | 59 | $50,000 | $5.2M | 55.9% |
| Tennessee | 55 | $31,800 | $3.7M | 27.3% |
| New Jersey | 53 | $50,000 | $6.1M | 45.3% |
| Wyoming | 51 | $50,000 | $5.3M | 52.9% |
| Arkansas | 46 | $15,000 | $2.2M | 56.5% |
| Oregon | 46 | $50,000 | $2.5M | 23.9% |
| South Carolina | 46 | $45,000 | $5.2M | 26.1% |
| Michigan | 45 | $50,000 | $5.0M | 17.8% |
| Alabama | 43 | $50,000 | $4.6M | 9.3% |
| Missouri | 40 | $50,000 | $8.2M | 50.0% |
| Idaho | 31 | $50,000 | $5.5M | 38.7% |
| Oklahoma | 31 | $25,000 | $3.5M | 29.0% |
| All offerings | 4,172 | $50,000 | $5.0M | 29.3% |
Three rows need care. Delaware's $20.0 million median reflects funds and out-of-state sponsors using registered-agent addresses. Arkansas's $15,000 minimum rests on only 29 stated minimums, and 12 come from one farmland issuer family. Maryland lists no minimum on 48.3% of its offerings, the highest share among these states.
506(c) by state
Which states use Rule 506(c) most often?
Arkansas, Nevada, Delaware, Wyoming and Missouri issuers use Rule 506(c) most often, at 50% or more of offerings, against 29.3% nationally.
Rule 506(c) lets a sponsor advertise an offering, but every buyer must be a verified accredited investor, while Rule 506(b) bars general solicitation. The guide to how syndications work explains the two from the investor's side.
Single filers distort some rows. The table below groups notices into issuer-name families, names that match once numbers and LLC or LP suffixes are stripped.
| Issuer state | 506(c) share | Largest filer | Without it |
|---|---|---|---|
| Arkansas | 56.5% | 25 of 46 | 4.8% |
| Nevada | 55.9% | 4 of 59 | 60.0% |
| Florida | 24.6% | 34 of 313 | 27.6% |
- Arkansas is mostly one platform. 25 of its 46 notices come from one farmland issuer family, all under Rule 506(c), and without it Arkansas drops to 4.8%.
- Delaware and Wyoming sit high partly because funds and out-of-state sponsors file from registered-agent addresses there. Nevada was not checked for this effect.
- Florida's largest family filed 34 of its 313 notices, yet Florida still ranks third when each family counts once.
- At the low end, Alabama (9.3%), Massachusetts (14.3%) and Maryland (16.1%) issuers rarely use Rule 506(c).
Through the year
Did the state ranking change during the year?
The state ranking held all year: Texas led every quarter, and the top five states kept between 41.3% and 43.4% of offerings.
| Issuer state | 2025 Q4 | 2026 Q1 | 2026 Q2 | 2026 Q3 |
|---|---|---|---|---|
| Texas | 145 | 149 | 176 | 129 |
| California | 96 | 118 | 109 | 101 |
| Florida | 86 | 79 | 72 | 76 |
| New York | 70 | 79 | 63 | 53 |
| Georgia | 42 | 53 | 37 | 30 |
| All states | 1,040 | 1,101 | 1,088 | 943 |
Across the ten quarters from April 2024 to September 2026, Texas's share stayed between 13.5% and 17.1%. Quarterly counts measure filings, not demand, so they are not a signal about which market to buy in.
How we counted
How did Relli assign each offering to a state?
Relli assigned each offering to the state in its primary issuer's business address, the State/Province/Country field in the SEC's Form D data sets.
- Same sample as the minimums study. The 4,172 offerings are the headline sample of the Form D minimums study. Each is one SEC file number, counted at its original notice, with the same exclusions.
- The field is Item 2 of Form D, "Principal Place of Business and Contact Information," not the Item 1 jurisdiction of organization.
- State medians appear only where a state had 30 or more offerings, and regions follow the Census Bureau's official map.
- Two independent passes, with separate code, re-derived every figure and found 0 mismatches across 399 values in the public CSV.
Serial filers do not drive the results. Counting each issuer-name family once leaves 3,887 offerings, the top-10 ranking barely moves, and the South still holds 42.4%.
What can state-level Form D data not show?
State-level Form D data cannot show where properties are, which markets will perform or how any sponsor has done. Other limits:
- 18 states plus DC have fewer than 30 offerings, so their medians are left out.
- Issuers fill in Form D themselves and the SEC does not check it ("Form D does not represent SEC approval or registration," per the SEC's investor bulletin).
- Not every offering files, and Regulation A, Regulation Crowdfunding, registered non-traded real estate investment trusts and funds filed as "Pooled Investment Fund" are outside this data.
How can you download and cite the state data?
The state file is real-estate-form-d-by-state-2025-2026.csv, a 45 KB CSV dated October 21, 2026. It holds 591 aggregate rows in six columns: record_type, table, group, measure, value and unit.
The file carries the state, region, division, quarterly, city and Rule 506(c) counts and shares used here, plus the full 51-state count. Division medians and a few context figures are not in it. It has no issuer names or street addresses. Anyone may reuse it under the Creative Commons Attribution 4.0 (CC BY 4.0) license, with credit to Relli.
Suggested citation: Relli, "Private Real Estate Offerings by State: Form D Data," based on SEC Form D data sets for October 2025 to September 2026. https://www.relli.co/learn/private-real-estate-offerings-by-state.
Reading the map
Which states are best for real estate syndication?
Form D counts cannot pick the best state for real estate syndication: they show where sponsors are based, not where deals perform.
A busy state tells you where many sponsors keep an office, and nothing about rents, prices or future returns there. Private real estate is illiquid, and results depend on the sponsor and the property. Before you invest, ask about location directly:
Where exactly is the property?
Ask for the address and market, because the state on the sponsor's Form D will not tell you.
Does the team work in that market?
Ask how many deals the sponsor has done there and who manages the property locally. The sponsor vetting checklist covers track record questions.
Why does the filing list Delaware or Wyoming?
Often it is a registered-agent address. Ask where the team actually works, and look up the deal entity yourself in EDGAR company search.
Which state regulator covers me?
State securities regulators keep anti-fraud power over Rule 506 offerings. Find yours through NASAA's regulator list.
Sources
- Form D data sets, SEC Division of Economic and Risk Analysis (period Oct 2025 to Sep 2026 (context from Apr 2024) | pulled Oct 20, 2026)
- Form D, Notice of Exempt Offering of Securities (Item 1 and Item 2), U.S. Securities and Exchange Commission (accessed Oct 21, 2026)
- Census Regions and Divisions of the United States, U.S. Census Bureau (accessed Oct 21, 2026)
- Filing a Form D notice, U.S. Securities and Exchange Commission (updated Mar 17, 2026 | accessed Oct 20, 2026)
- 17 CFR 230.503, Filing of notice of sales, eCFR (current as of Oct 16, 2026)
- 17 CFR 230.506, Exemption for limited offers and sales without regard to dollar amount of offering, eCFR (current as of Oct 16, 2026)
- Securities Act Rules, Compliance and Disclosure Interpretations (Question 260.03), SEC Division of Corporation Finance (C&DI dated Jan 26, 2009 | accessed Oct 20, 2026)
- Private Placements under Regulation D, Updated Investor Bulletin, SEC Office of Investor Education and Advocacy (updated Sep 21, 2026)
- EDGAR company filings search, U.S. Securities and Exchange Commission (accessed Oct 20, 2026)
- Contact your regulator, North American Securities Administrators Association (NASAA) (accessed Oct 20, 2026)
