Databricks Files $5B Equity Offering With Nearly All of It Already Sold

Databricks has filed an SEC notice for a $5 billion exempt equity offering and reported that all but $2,745 of the amount had already been sold. The filing puts a nearly completed financing event on the public record, involving 136 investors, without revealing the terms needed to translate the dollars into a valuation or ownership stakes.

The new Form D lists a total offering amount of $5,000,000,000 and $4,999,997,255 sold. It identifies the securities as equity and claims the Rule 506(c) exemption. The company listed August 12 as the first-sale date, and Chief Financial Officer David Conte signed the notice on August 27.

Form D is a notice for an exempt securities offering. Here, it records the issuer, the security type, the exemption claimed, the offering ceiling, reported sales and investor count. Databricks also indicated that it did not intend for the offering to last more than one year and that it was not being made in connection with a business-combination transaction.

The transaction details recorded in the notice

• The offering is equity, rather than debt, pooled-fund interests or rights to acquire another security.
• Databricks listed no sales commissions or finder’s fees for the offering.
• The filing lists a $0 minimum investment accepted from an outside investor.

The notice does not identify purchasers, disclose a share price, state a valuation, show the ownership issued, or explain the intended use of the financing proceeds. Those omissions mean the reported $5 billion sale measures the scale of securities placed under this offering, but cannot by itself establish what investors paid for a given stake or what the transaction implies for Databricks’ valuation.

With only $2,745 remaining against a $5 billion ceiling, the stated offering was effectively filled when Databricks submitted the notice. The Form D itself says the SEC has not necessarily reviewed the information and has not determined whether it is accurate and complete. The filing is therefore a company-submitted record of the offering, not an SEC validation of its terms or economics.