Form D · Hedge Fund

WHALE ROCK FLAGSHIP FUND LTD

Boston, MA · CIK 0001457666

Offering snapshot reported Mar 27, 2026 · SEC filing

Reported sold: $3.27B
Investors reported: 418
Minimum accepted: $50K
First sale: Jul 1, 2006

Fundraising history

Reported sold

Dates are filing dates, not cash receipt dates. Decreases are reported revisions, not evidence of withdrawals. Separate offering histories are not added together.

What changed?

Latest filing versus its linked predecessor, where available.

Reported sold$3,268,907,116 → $3,270,907,116
Reported investors417 → 418

Filing history

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Filed	Filing type	Reported sold	Change vs linked filing	Investors	Source
Mar 27, 2026	Amendment	$3,270,907,116	$2,000,000vs Mar 27, 2025	418	SEC filing
Mar 27, 2025	Amendment	$3,268,907,116	$40,750,000vs Mar 27, 2024	417	SEC filing
Mar 27, 2024	Amendment	$3,228,157,116	$5,150,000vs May 11, 2023	414	SEC filing
May 11, 2023	Amendment	$3,223,007,116	$69,500,000vs Jun 2, 2022	412	SEC filing
Jun 2, 2022	Amendment	$3,153,507,116	$206,473,000vs Jun 2, 2021	411	SEC filing
Jun 2, 2021	Amendment	$2,947,034,116	$8,000,000vs Apr 13, 2021	389	SEC filing
Apr 13, 2021	Amendment	$2,939,034,116	No comparison	Not reported	SEC filing
Apr 13, 2020	Amendment	$2,175,291,413	$928,437,422vs Apr 12, 2019	225	SEC filing
Apr 12, 2019	Amendment	$1,246,853,991	$235,273,278vs Apr 12, 2018	159	SEC filing
Apr 12, 2018	Amendment	$1,011,580,713	$625,189,426vs Apr 13, 2017	124	SEC filing
Apr 13, 2017	Amendment	$386,391,287	$127,187,000vs Apr 15, 2016	41	SEC filing
Apr 15, 2016	Amendment	$259,204,287	$52,500,000vs Apr 17, 2015	27	SEC filing
Apr 17, 2015	Amendment	$206,704,287	$17,462,062vs Apr 22, 2014	25	SEC filing
Apr 22, 2014	Amendment	$189,242,225	$50,243,621vs Mar 19, 2013	23	SEC filing
Mar 19, 2013	Amendment	$138,998,604	$112,468,217vs Mar 19, 2012	15	SEC filing
Mar 19, 2012	Amendment	$26,530,387	-$61,469,613vs Mar 10, 2011	23	SEC filing
Mar 10, 2011	Amendment	$88,000,000	$3,000,000vs Mar 10, 2010	36	SEC filing
Mar 10, 2010	Amendment	$85,000,000	$0vs Mar 16, 2009	35	SEC filing
Mar 16, 2009	Amendment	$85,000,000	No comparison	Not reported	SEC filing
Aug 31, 2006	Paper	Not reported	No comparison	Not reported	SEC filing

Offering details

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

Sales commissions: $14.5K (estimated)
Finders' fees: $0
Form D file number: 021-127426

Items 13 and 14 do not take redemptions and/or withdrawals into consideration.

The firm listed in Item 12 shall be paid a fee based on a percentage of the assets under management of the investors that they have introduced to the Issuer.

Sales compensation recipients

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Recipient	CRD	Associated broker-dealer
None	None	Citigroup Global Markets Inc. · CRD 7059

Source: Form D, filed Mar 27, 2026. 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

WHALE ROCK FLAGSHIP MASTER FUND, LP

Investment adviser: WHALE ROCK CAPITAL MANAGEMENT LLC

Gross asset value: $6.25B
Beneficial owners: 553
ADV minimum commitment: $1M

Reported in Form ADV on Jun 2, 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 DELOITTE & TOUCHE LLP BOSTON, Massachusetts, United States Other funds reporting this name →

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

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

Custodian MORGAN STANLEY & CO. LLC NEW YORK, New York, United States Related to adviser: No Other funds reporting this name →

Custodian MORGAN STANLEY PRIVATE BANK, NATIONAL ASSOCIATION NEW YORK, New York, United States Related to adviser: No Other funds reporting this name →

See filing for more → Showing the first 6 providers by role and name. IAPD may show a newer filing.

Provider details

Annual audit: Yes
Prime brokers: Yes
Custodians: Yes
Administrator other than the adviser: Yes
External marketing: Yes

DELOITTE & TOUCHE LLP
PCAOB 34

GOLDMAN SACHS & CO. LLC
SEC 8-129

J.P. MORGAN SECURITIES LLC
SEC 8-35008

MORGAN STANLEY & CO. LLC
SEC 8-15869

Fund asset history · 5 annual observations

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Fiscal year	Gross assets	Beneficial owners	ADV filed
2021	$15,637,974,032	790	Mar 31, 2022
2022	$4,969,722,264	620	Mar 30, 2023
2023	$4,554,045,174	603	Mar 28, 2024
2024	$6,448,652,993	561	Mar 31, 2025
2025	$6,253,816,718	553	Mar 31, 2026

Filing source

Form ADV 2110576 · Jun 2, 2026 · Schedule D 7.B.(1), fund 805-2778181553

Reported by WHALE ROCK CAPITAL MANAGEMENT LLC (CRD 140746).

Other-Than Anual Amendment For Registered Adviser.

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
David Bree	Director
Brian Falahee	Director
Ivana Faltysova	Director
Roger Hanson	Director
James Houghtlin	Director
Scott Craven Jones	Director
Riyaz Nooruddin	Director
Alexander Sacerdote	Director
N/A Whale Rock Capital Management Llc	Promoter
Whale Rock Capital Management Llc	Promoter
(Investment Manager) Whale Rock Capital Management, Llc	Promoter

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:

Two International Place, 24 Th Floor
Boston, MA, 02110