Private Capital Formation

Here is the fact that reframes everything else about US capital markets: in 2024, companies raised $2.1 trillion through Regulation D private placements — more than twice what was raised in registered public equity offerings, according to the SEC's own analysis. Even 2025's revived IPO market, with 202 listings raising $44 billion, was a rounding error beside the exempt channel. Public markets are where value gets priced. Private markets are increasingly where capital gets formed.

Issuers have voted with their timelines. The median company now goes public at roughly twelve to fourteen years old, against about eight in the mid-1990s; the number of US listed companies has fallen from around 7,500 in 1997 to under 4,000; and by Apollo's count, some 87 percent of American firms with more than $100 million of revenue are private. A company that once needed the public market at series C can now fund a decade of growth without it.

The formation machinery behind that shift is itself changing shape. Traditional closed-end fundraising softened in 2025 — PitchBook tallies it down about 13 percent, with buyout fundraising off 16 percent per Bain — but the capital is re-channeling rather than retreating. Private credit has passed $2.5 trillion of assets, per PitchBook, with Moody's projecting roughly $3 trillion by 2028. Infrastructure fundraising surged about 70 percent in 2025 on data-center demand, per Preqin. The secondaries market — where investors trade fund stakes rather than wait for exits — hit a record $226 billion of volume, up 41 percent, per Evercore. And the wealth channel arrived: evergreen and semi-liquid funds grew 25 percent to about $535 billion, while an August 2025 executive order opened the door to alternatives in 401(k) plans.

For issuers, the practical consequence is optionality. Reaching the right investors no longer means one march toward a prospectus; it means choosing among private placements, continuation vehicles, credit, royalties, secondaries and, eventually, a listing — and sequencing them. Capital formation has not moved to private markets or public ones. It has become a routing problem, and the issuers who understand the map raise on better terms.

Data notes: Reg D figures are the SEC's latest full verified year (2024). Fundraising tallies differ by methodology: PitchBook (closed-end funds, -13.3%) and Bain (broader alternatives universe, roughly flat at ~$1.3T) are both cited with attribution. Secondaries volume estimates range $225B–$240B across intermediaries; Evercore's $226B is used.