Form D · Private Equity Fund

D1 Private Fund Offshore LP

New York, NY · CIK 0002089230

Offering snapshot reported Nov 21, 2025 · SEC filing

Reported sold: $1.06B
Investors reported: 67
Minimum accepted: $0
First sale: Oct 15, 2025

What changed?

Latest filing versus its linked predecessor, where available.

Reported investors0 → 67

Filing history

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Filed	Filing type	Reported sold	Change vs linked filing	Investors	Source
Nov 21, 2025	Amendment	$1,055,110,000	No comparison	67	SEC filing
Oct 14, 2025	Initial	Yet to sell	No comparison	0	SEC filing

Offering details

Securities: Pooled investment fund
Exemptions: 06b, 3C, 3C.7
Duration over one year: No
Business combination: No

Sales commissions: $3M
Finders' fees: $0
Form D file number: 021-560751

Total Amount Sold and number of investors in Item 14 apply to the Issuer and its parallel fund.

Sales compensation recipients

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Recipient	CRD	Associated broker-dealer
J.P. Morgan Securities LLC	000000079

Source: Form D, filed Nov 21, 2025. Minimum accepted may differ from a standard advertised minimum.

Fund connections

Each card uses that adviser's latest imported filing. Filing dates can differ; these disclosures do not confirm a current relationship.

Matched by reported Form D file number

D1 PRIVATE FUND OFFSHORE LP

Investment adviser: D1 CAPITAL PARTNERS L.P.

Gross asset value: $575M
Beneficial owners: 21
ADV minimum commitment: $2M

Reported in Form ADV on Mar 31, 2026. Fund assets and beneficial owners measure different things from Form D sales and investors.

Service providers

Fund administrator MORGAN STANLEY FUND SERVICES USA LLC PURCHASE, New York, United States Investor statements: Yes (provided to all investors) Related to adviser: No Other funds reporting this name →

Auditor ERNST AND YOUNG LLP NEW YORK, New York, United States Other funds reporting this name →

Custodian THE NORTHERN TRUST INTERNATIONAL BANKING CORPORATION NEW YORK, New York, United States Related to adviser: No Other funds reporting this name →

Marketer GOLDMAN SACHS & CO. LLC NEW YORK, New York, United States Related to adviser: No Other funds reporting this name →

Marketer J.P. MORGAN SECURITIES LLC NEW YORK, New York, United States Related to adviser: No Other funds reporting this name →

Provider details

Annual audit: Yes
Prime brokers: No
Custodians: Yes
Administrator other than the adviser: Yes
External marketing: Yes

ERNST AND YOUNG LLP
PCAOB 42

GOLDMAN SACHS & CO. LLC
CRD 361 · SEC 801-16048

J.P. MORGAN SECURITIES LLC
CRD 79 · SEC 801-3702

Fund asset history · 1 annual observations

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Fiscal year	Gross assets	Beneficial owners	ADV filed
2025	$575,208,810	21	Mar 31, 2026

Filing source

Form ADV 2076681 · Mar 31, 2026 · Schedule D 7.B.(1), fund 805-6718396100

Reported by D1 CAPITAL PARTNERS L.P. (CRD 297298).

Annual Updating Amendment for Registered Adviser · fiscal year 2025.

Official IAPD profile (latest public filing). Historical values on this page come from the SEC/IAPD filing archive; the public profile may show a newer filing.

People & organizations

Current and past Form D appearances. These existing records do not establish a person's current role or uniquely identify them across issuers.

People and organizations reported in Form D filings
Name	Reported role
D1 Capital Partners Lp	Promoter
D1 Private Fund Gp Llc	Executive
Daniel S. Sundheim	Executive

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:

9 West 57 Th Street 36 Th Floor
New York, NY, 10019