BlackRock BUIDL Reports $5.14B Sold as Form D Investor Count Is Revised to 28

BlackRock USD Institutional Digital Liquidity Fund Ltd., the legal issuer behind BUIDL, filed a Form D/A on July 27, 2026 reporting $5,135,523,412 in cumulative amount sold and 28 investors.

The prior amendment, filed July 18, 2025, reported $3,251,152,228 sold and 42 investors. The successive filing snapshots therefore show cumulative amount sold increasing by approximately $1.884 billion, or 58.0%, while the issuer-reported investor count was revised downward by 14, or 33.3%.

Those two movements should not be interpreted as evidence that BUIDL lost one-third of its economic investor base while assets grew. Form D does not explain the lower headcount, identify investors or provide sufficient information to determine whether the change reflects redemptions, revised counting methodology, a correction or another reporting change.

What changed in the filing

1. Cumulative amount sold increased from $3.251 billion in the July 2025 amendment to $5.136 billion in the July 2026 amendment — an inter-filing increase of approximately $1.884 billion, or 58.0%.

2. Reported investor count moved from 42 to 28 over the same filing interval. Mathematically that is a 33.3% decrease in the reported field, but the filings do not establish that 14 legal or economic investors redeemed from BUIDL.

3. The offering remains an indefinite Rule 506(c) private placement. BUIDL also claims the Section 3(c)(7) exclusion from Investment Company Act registration, placing the vehicle within the qualified-purchaser private-fund framework.

Why AltStreet treats 28 as a reporting revision, not 14 verified exits

Form D Item 14 asks issuers to report the total number of investors who already have invested in the offering. BlackRock reported 42 in July 2025 and 28 in July 2026.

Because the field moved downward in successive amendments, the filing change is noteworthy. But Form D does not provide a reconciliation explaining which previously counted investors were removed, whether the definition or aggregation method changed, or whether the earlier figure was corrected.

The public filing therefore supports a precise statement: BlackRock's reported Form D investor count changed from 42 to 28. It does not support the stronger claim that 14 investors redeemed, withdrew assets or left BUIDL.

That distinction is particularly important for a tokenized fund, where the legal shareholder register maintained through the transfer-agent infrastructure should not automatically be equated with blockchain wallet counts, protocol integrations, custodial accounts or downstream users.

Cumulative Form D sales moved in the opposite direction

While reported investor count moved lower, cumulative amount sold increased sharply. The July 2025 amendment reported $3.251 billion sold; the July 2026 amendment reports $5.136 billion.

That $1.884 billion increase makes the headcount movement difficult to interpret as a straightforward contraction in economic participation. It could coexist with larger positions among fewer reported investors, but Form D does not provide position-level data and AltStreet does not infer that explanation.

The $5.136 billion figure is also not current BUIDL AUM. Form D reports cumulative securities sold in an offering. It does not subtract subsequent redemptions or provide a current NAV statement, so the figure should not be compared directly with on-chain circulating supply or current fund assets.

BUIDL's private-fund structure

BlackRock filed the original BUIDL Form D on March 18, 2024, with a disclosed first-sale date of March 4, 2024. The offering relies on Rule 506(c) and Section 3(c)(7) and offers pooled investment fund interests.

The July 2025 amendment listed a $100,000 minimum investment accepted from an outside investor and named Securitize Markets LLC as the sales-compensation recipient.

BUIDL seeks current income consistent with liquidity and stability of principal through short-duration U.S. government-related instruments and cash-equivalent exposures. Shares are represented through Securitize's tokenization and transfer-agent infrastructure.

The structure should not be confused with a retail payment stablecoin. BUIDL represents restricted fund interests offered under securities-law exemptions and is subject to investor-eligibility and transfer controls.

Tokenization creates more than one measure of participation

BUIDL has increasingly been integrated into digital-asset market infrastructure. In February 2026, Securitize and Uniswap Labs announced an integration involving eligible BUIDL investors and UniswapX technology. In April, BlackRock, Securitize, OKX and Standard Chartered announced a framework allowing eligible institutional clients to use BUIDL as yield-bearing collateral while assets remain in regulated off-exchange custody.

Those integrations illustrate why Form D investor count, transfer-agent shareholder count, whitelisted addresses, blockchain wallets and users receiving economic exposure through collateral or protocol structures are not interchangeable metrics.

The July 27 filing provides only the Form D number. It does not reconcile that figure to Securitize's transfer-agent records or any blockchain-level holder dataset.

What the filing does not show

The Form D/A does not identify any of the 28 reported investors or any of the 42 investors reported one year earlier. It does not disclose position size, subscription date, redemption date or the reason the reported count changed.

It does not establish whether the lower investor count reflects net redemptions, consolidation of accounts, revised legal-holder aggregation, corrections to a prior filing or another reporting methodology change.

The $5.136 billion cumulative amount sold is not current NAV or AUM and cannot be used to calculate the dollar value associated with the investor-count change.

Dividing cumulative amount sold by 28 investors would produce a misleading implied average position because the numerator is cumulative securities sold while the denominator is a point-in-time reported investor field whose basis may have changed.

Nothing in the amendment establishes a connection between the headcount revision and BUIDL's blockchain expansion, DeFi integrations, collateral arrangements or BlackRock's other tokenization initiatives.

Frequently asked

Did BUIDL lose 14 investors? The Form D filings do not establish that. BlackRock reported 42 investors in July 2025 and 28 in July 2026, but the newer filing provides no reconciliation explaining the change.

How much has BUIDL reported as sold through Form D? The July 2026 amendment reports approximately $5.136 billion in cumulative amount sold, compared with approximately $3.251 billion in July 2025.

Does $5.136 billion equal BUIDL's current AUM? No. Form D amount sold is a cumulative offering figure and does not account for subsequent redemptions in the manner a current NAV or AUM figure would.

Why is the declining investor field notable? Item 14 asks for the number of investors who already have invested in the offering. A lower number in a successive amendment therefore warrants reconciliation, but the public filing does not provide one.

Is BUIDL a stablecoin? No. BUIDL is a tokenized private-fund security offered under Rule 506(c) and relying on Section 3(c)(7), with access and transfer restrictions.

Filing limitations

Form D is a notice of an exempt securities offering, not an audited financial statement or current shareholder ledger. The SEC states that it has not necessarily reviewed Form D information and has not determined whether it is accurate or complete.

AltStreet reports the successive filing fields as submitted and does not infer investor redemptions, fund flows or current AUM from the change in investor count.

Nothing in this article constitutes investment advice or a recommendation regarding BUIDL, BlackRock or any tokenized security.