Kalshi sells $1.12 billion in equity

Kalshi has disclosed the sale of $1.12 billion in equity securities through a private offering that began on April 3, according to a Form D filed with the U.S. Securities and Exchange Commission on Tuesday. The filing places the total size of the offering at nearly $1.5 billion, leaving roughly $380 million of securities available for sale under the same notice.

The disclosure adds a substantial new data point to Kalshi’s rapid fundraising cycle, which has pushed the regulated prediction-market operator into the group of the most highly valued private financial-technology companies. The Form D does not break down individual purchasers or terms of the transactions, but its reported amount sold is large enough that it may include Kalshi’s previously announced $1 billion Series F financing.

That Series F round, disclosed in May, was led by Coatue and valued Kalshi at $22 billion. Participants included Sequoia Capital, Andreessen Horowitz, IVP, Paradigm, Morgan Stanley and Ark Invest, according to Kalshi’s announcement.

Sec filing points to more fundraising capacity

Form D filings are used by companies raising capital through private placements that are exempt from the SEC’s standard public-registration process. They offer a limited but useful view of how much money a company has sold under a particular exemption and how much remains in an offering.

Kalshi’s notice shows that the company still had about $380 million available under the nearly $1.5 billion offering amount when it filed. That does not necessarily mean the remaining amount will be sold immediately, but it gives the company flexibility to continue issuing securities without submitting a new notice for each transaction.

The $1.12 billion figure places Kalshi’s disclosed equity sales well above the size of its May Series F alone. Since a Form D can cover a broader period and multiple closings, the filing leaves open the possibility that the total includes both the Series F and subsequent sales connected to later fundraising activity.

Kalshi has not publicly detailed the composition of the sales reported in Tuesday’s filing.

Reports have put Kalshi’s next valuation near $40 billion

The company’s fundraising discussions have reportedly continued after the Series F. The Financial Times reported in June that Kalshi could close a new financing round as early as the third quarter. Earlier this month, The Information reported that Kalshi was in talks to raise $750 million at a valuation of about $40 billion, with Sequoia Capital and Wellington Management involved in the discussions.

A $40 billion valuation would represent a sharp increase from the $22 billion figure attached to the May financing. Such a move would depend on more than headline trading volume: private-market backers will be assessing whether activity can remain durable beyond major sports calendars, whether the company can defend its regulated structure in court, and how costly state-by-state legal challenges become.

The Form D’s size does not confirm that Kalshi has completed a new round at that valuation. It does show that the company has created a large financing vehicle while those discussions have been reported.

July trading volumes put Kalshi ahead of Polymarket

Kalshi reported $40 billion in trading volume during July, a figure that underscored the scale reached by event-contract platforms during a month dominated by sports activity. Polymarket and Polymarket US reported a combined $12.9 billion in monthly volume over the same period.

Together, those platform-reported figures amount to $52.9 billion, demonstrating how quickly prediction markets have become a meaningful destination for trading around sports, elections, economic releases and other measurable events.

The reported activity also reflects the increasingly competitive divide between Kalshi’s U.S. regulated model and Polymarket’s separate operations. Kalshi operates as a designated contract market overseen by the Commodity Futures Trading Commission, while its competitors have pursued different structures and geographic markets.

High volumes can generate attention and improve the appeal of a platform to private-market backers, but they also tend to be seasonal. The supplied figures indicate that weekly activity fell by roughly 56% by mid-August after the summer sports schedule concluded. That decline illustrates the challenge facing platforms that have expanded rapidly through sports contracts: maintaining participation when fewer major events are available.

State disputes remain a constraint on expansion

Kalshi’s fundraising push comes as state-level legal pressure is becoming a central operational risk. New York Attorney General Letitia James has taken action against unapproved sports-event contracts, while litigation and regulatory disputes have also emerged in Maryland.

The core issue in these cases is whether sports-related event contracts traded on federally regulated platforms fall under federal commodities law or can be restricted under state gambling and sports-betting rules. Kalshi has argued that its contracts are federally regulated derivatives, while state authorities have contended that sports outcomes fall within their own gambling oversight.

Court decisions could shape whether Kalshi can offer certain contracts nationwide or must navigate separate restrictions in individual states. That question carries direct commercial consequences: sports have become one of the largest sources of trading activity for prediction-market platforms, and state limits could narrow access to a major category precisely as companies are being valued on their growth potential.

Kalshi’s latest SEC filing shows that private capital continues to flow toward the company despite that legal uncertainty. The remaining capacity in its nearly $1.5 billion offering gives it additional room to fund legal defenses, product development and expansion while the status of sports-event contracts is contested in state courts.