On October 5, 2026, the Securities and Exchange Commission (the "Commission") released a series of notices that would widen the group of natural persons who qualify as accredited investors under Regulation D. The notices propose, for the first time, an accredited investor examination, and they would designate several additional professional licenses and certifications as qualifying credentials. Each notice proceeds under Rule 501(a)(10) of Regulation D, the provision adopted in 2020 that permits the Commission to recognize credentials by order after public comment. Comments on each notice are due 60 days after its publication in the Federal Register.
The accredited investor definition sits at the center of the private offering exemptions. Rule 506 of Regulation D, which accounts for the great majority of exempt capital raised in the United States, permits sales to an unlimited number of accredited investors, and Rule 506(c) permits general solicitation only where every purchaser is accredited. For a natural person, the definition has rested on financial thresholds since the Commission adopted Regulation D in 1982. An individual qualifies with income exceeding $200,000 in each of the two most recent years ($300,000 when combined with a spouse or spousal equivalent) or with a net worth above $1 million, excluding the primary residence. The Commission has described these thresholds as a stand-in for the ability to evaluate an investment and to absorb its loss. Critics have argued for decades that wealth is an unreliable proxy for either, and that the thresholds answer the question of how to become an accredited investor with a bank statement rather than a measure of knowledge.
If the Commission implements these new pathways, investors could also qualify based on their financial knowledge. This measure would align with the view of critics who argue that wealth alone shouldn’t determine who qualifies for accreditation.
Section 413(b) of the Dodd-Frank Act directs the Commission to review the definition every four years. The staff's first review, in 2015, recommended that the Commission consider an examination as an alternative to the financial tests, and participants in the Commission's annual Small Business Forum have repeated the recommendation since. In 2020 the Commission amended Rule 501(a) to add paragraph (a)(10), which extends accredited status to any natural person who holds, in good standing, a professional certification, designation, or credential that the Commission has designated by order. In the order accompanying the 2020 amendments, the Commission designated three licenses, the General Securities Representative (Series 7), the Private Securities Offerings Representative (Series 82), and the Investment Adviser Representative (Series 65). No credential has been added in the five years since.
Rule 501(a)(10) identifies a non-exclusive set of attributes the Commission weighs in designating a credential. The credential should result from an examination administered by a self-regulatory organization or other industry body, or be issued by an accredited educational institution. The examination should be designed to test an individual's understanding of securities and investing. Holders should reasonably be expected to possess the knowledge and experience needed to assess the merits and risks of a prospective investment. Finally, the public should be able to confirm, through available information, that a given individual holds the credential in good standing.
The present notices build on that framework. Chairman Paul S. Atkins signaled the direction in February, when he asked why a finance professor earning $100,000 a year should be excluded from private offerings while a person who inherits wealth is presumed qualified . The Commission's regulatory agenda lists a related rulemaking, "Updating the Exempt Offering Pathways," which contemplates changes to the definition itself. The notices released this week do not amend Rule 501(a). They exercise the designation authority the rule already contains, and the Commission observes that five years of experience under paragraph (a)(10) have produced no evidence of investor harm attributable to the 2020 expansion.
FINRA is developing an examination intended to satisfy the attributes of Rule 501(a)(10) and to assess whether a candidate understands securities and investing well enough to weigh the merits and risks of a prospective investment. FINRA would model the test on its Securities Industry Essentials examination (the "SIE"), the multiple-choice entry-level exam for prospective industry professionals. The Commission notes that building on the SIE would shorten development time and make the exam's administration familiar to the public.
Several features distinguish the proposal from the existing licensing pathways. The examination would be open to any person 18 or older. Candidates would not need to be associated with or sponsored by a FINRA member firm. A passing score would confer accredited status for ten years, after which the individual would need to retest. Candidates could sit for the exam more than once, subject to waiting periods that FINRA would set. FINRA also intends to create a mechanism through which the public can independently confirm whether an individual has passed, the date of passage, and the date the ten-year period ends.
According to the notice, the exam would test knowledge, comprehension, and skills in six areas.
The examination has a legislative counterpart. In May 2025 Representative Mike Flood introduced H.R. 3339, the Equal Opportunity for All Investors Act of 2025, which would direct the Commission to establish, and FINRA to administer, a certification examination for accredited investors. The House Financial Services Committee reported the bill in June 2025. By proceeding under Rule 501(a)(10), the Commission would deliver the examination without awaiting enactment.
Comments are due 60 days after each notice is published in the Federal Register, following the instructions set out in the respective notice. The Commission has posted the notices, together with the statements of Chairman Atkins and Commissioner Peirce, on its website.
Issuers relying on Rule 506 should anticipate revisions to subscription documents and accredited investor questionnaires once the orders issue, with new representations keyed to each credential and to the examination. For Rule 506(c) offerings, the public verification tools described in the notices (BrokerCheck, CPAVerify.org, the CFA Institute directory, the CFP Board search, and FINRA's planned examination registry) would supply a documentary basis for the reasonable-steps verification requirement that is simpler than the review of tax returns and account statements. Issuers in Puerto Rico should note that the notices address only who may purchase. The notice filing and fee required for Rule 506 offerings under the Puerto Rico Uniform Securities Act, administered by the Office of the Commissioner of Financial Institutions, remain in place
