Kalshi Reports $1.12 Billion Sold in New Form D, Its Largest Disclosed Raise

Kalshi Inc., the parent of CFTC-designated prediction-market exchange KalshiEX, filed a Form D with the SEC on August 25, 2026 reporting $1,120,010,122 in securities sold of a $1,499,997,894 Rule 506(b) offering to 71 investors — the largest single disclosed raise in the company's filing history, detected by AltStreet's EDGAR monitoring. The filing brings Kalshi's disclosed venture sales across five separate Form D filings since October 2025 to approximately $2.43 billion, a period in which the company launched leveraged crypto perpetual futures, expanded a state-by-state legal war over its sports event contracts, and — three days after this filing — saw the Ninth Circuit rule against its federal-preemption position, creating a circuit split.

The new filing (accession 0001231919-26-001066) discloses a $1.5 billion offering under Rule 506(b), with $1,120,010,122 sold to 71 investors as of the filing date. It is a new Form D, not an amendment to a prior filing.

It caps a twelve-month sequence without precedent in the company's record. Kalshi Inc.'s complete EDGAR history comprises seven Form D filings: $6,094,999 sold to 28 investors (March 2020); $29,999,999 to 10 investors (February 2021); then, beginning last fall, $294,500,203 of a $389,999,943 offering (October 23, 2025), $124,999,957 (October 30, 2025), $69,999,989 (November 6, 2025), $820,819,303 of a roughly $1.0 billion offering (December 4, 2025), and now $1.12 billion (August 25, 2026). All seven were filed under Rule 506(b). Whether the 2025-2026 filings represent distinct rounds or tranches of larger rounds is not stated in the filings; each is a separate new Form D.

Kalshi operates the largest US-regulated prediction market: binary event contracts on elections, economics, weather, culture, and — since January 2025 and now dominantly — sports, distributed on kalshi.com and through Robinhood, Webull, and Coinbase. In June 2026 it added leveraged crypto perpetual futures through its affiliated futures commission merchant, Kalshi Prime LLC, whose filed monthly statements show customer funds growing from zero in May to $20.0 million at July 31.

The capital arrives amid the widest unresolved legal fight in retail markets. New York's Attorney General sued Kalshi on July 31, 2026 alleging unlicensed sports betting; Arizona filed criminal charges against the exchange entity in March; and on August 28 — three days after this Form D — the Ninth Circuit ruled that Nevada may enforce its gambling laws against Kalshi, splitting with the Third Circuit's April ruling in Kalshi's favor and setting up a likely Supreme Court test. The CFTC has twice invoked emergency authority on Kalshi's behalf this summer, ordering Michigan-voided trades honored in July and directing the exchange to continue operating against New York in August. All matters are pending; nothing has been finally adjudicated. AltStreet's full analysis of the venue — market quality, fees, custody, conflicts, and the litigation map — is in its Kalshi review, published today.

AltStreet's data layer holds Kalshi Inc.'s complete Form D record as filing-snapshot entries, alongside Kalshi Prime's six monthly CFTC financial statements and AltStreet's own published study of 15,685 Kalshi markets. The Form D ecosystem around Kalshi extends beyond the company itself: at least eleven special-purpose vehicles referencing Kalshi equity have filed Form Ds, including six Hiive institutional series in 2026 offering roughly $33 million of exposure at $50,000 minimums — making Kalshi one of the most active pre-IPO names in AltStreet's tracked secondary universe.

What the filing establishes is scale and appetite: roughly $2.4 billion of disclosed institutional capital in ten months, at an average of about $15.8 million per disclosed investor in the newest filing (derived from stated figures). What it does not establish is equally notable. Form Ds disclose amounts and investor counts, not valuations or terms — the multi-billion-dollar valuations attached to Kalshi in press reports appear in no filing. Kalshi Inc. publishes no financial statements, so revenue, profitability, and the cost of its multi-front litigation remain undisclosed; the seven Form D cover pages constitute the company's entire public financial record. AltStreet attributes no cause to the timing of any filing.

Form D figures are issuer-reported snapshots as of the filing date; final offering totals may differ. The relationship among the 2025-2026 filings (distinct offerings versus tranches) is not disclosed. Press-reported valuations are unverified by any filing and are not repeated here as fact. Litigation described is pending and unadjudicated as of August 30, 2026, and the landscape changes quickly; AltStreet's Kalshi review carries the current map and will be updated as rulings land.