On September 30, 2026, the U.S. Securities and Exchange Commission (the “SEC”) published a series of notices[i] seeking public comment on significantly expanding the definition of “accredited investor” under Rule 501(a) of Regulation D (“Regulation D”) under the U.S. Securities Act of 1933 by designating several new credential or professional certifications that would qualify natural persons for accredited investor status. The notices continue the SEC’s ongoing effort to expand the pathways by which individuals can demonstrate the financial sophistication needed to access private markets.
Why This Matters
Under Regulation D, the accredited investor definition determines who may participate in private securities offerings, including those made under Rule 506(b) and Rule 506(c). Historically, individuals have qualified primarily by meeting net worth or income thresholds, or by holding one of a small number of SEC-designated professional licenses. Rule 501(a)(10), added in 2020, provides that any natural person holding one or more professional certifications or designations or credentials from certain accredited educational institutions, in good standing, qualifies as an accredited investor. The SEC can weigh several non-exclusive factors before designating a new credential, including (i) the certification or designation arises out of an exam administered by a self-regulatory organization or other accredited educational institution, (ii) the exam is “designed to reliably and validly demonstrate an individual’s comprehension and sophistication in the areas of securities and investing,” (iii) those with the certification can reasonably be expected to have the knowledge and experience needed to evaluate the merits and risks of a prospective investment, and (iv) there is publicly available information in order to verify individuals that hold the certification. At the time, the SEC designated the Series 7, Series 65, and Series 82 licenses, but stopped short of recognizing a standalone accredited investor exam, stating it preferred to gain experience with the newly revised rule first.
Five years later, the SEC reports no evidence that the 2020 expansion has created investor protection concerns, and it has since received recommendations from its Small Business Capital Formation Advisory Committee, Investor Advisory Committee, rulemaking petitioners, and members of Congress urging it to recognize a dedicated accredited investor exam. This notice is the SEC’s response.
Professional Designations
The notices identified potential new credential pathways for a natural person to qualify as an “accredited investor”:
- a license as a U.S. Certified Public Accountant (CPA);
- a charter as a Chartered Financial Analyst (CFA);
- certification as a Certified Financial Planner (CFP);
- the Financial Industry Regulatory Authority (FINRA) Investment Banking Representative License (Series 79) and the FINRA Research Analyst License (Series 86 and 87), which are addressed in a single notice, but would each independently qualify a holder; and
- passing a new accredited investor exam to be developed by FINRA.
In every case, a credential holder would qualify only for their own account and could not rely on that status to buy securities on behalf of another person.
Accredited Investor Exam
In addition to the new professional designations listed above, the SEC is proposing that individuals who pass a new FINRA-developed accredited investor exam would qualify as an accredited investor. The proposed exam is intended to assess the exam taker’s financial sophistication and comprehension of various aspects of investing. The new exam would be modeled closely on FINRA’s existing Securities Industry Essentials (SIE) Exam, which assesses a person’s knowledge of basic securities industry information.
Key contemplated features include:
- Eligibility – Anyone age 18 years or older could sit for the exam.
- Content and Format – Approximately 75 multiple-choice questions over approximately two hours, covering six subject areas: (1) definitions and structures of securities, (2) investment risks, (3) disclosures and regulatory requirements, (4) financial statements, (5) conflicts of interest, and (6) corporate governance.
- Administration – FINRA would develop the exam content and administration would be handled by a third-party testing vendor.
- Validity – Passing score would be valid for 10 years, after which the individual would need to retake and pass the exam again to retain accredited investor status on this basis.
- Verification – FINRA intends to build a public verification tool allowing issuers and others to confirm an individual’s exam status, pass date, and expiration date, addressing the independent-verification requirement in Rule 501(a)(10)(iv).
What’s Next?
The SEC is accepting public comments through December 4, 2026.
Conclusion
The SEC’s notice reflects a continued, incremental expansion of the ways individuals can qualify as accredited investors, as it shifts from wealth-based thresholds toward demonstrated knowledge. Whether this translates into a meaningfully larger or more active pool of private market investors remains to be seen, but issuers, broker-dealers, and investors alike should watch this rulemaking closely as it develops.
FOOTNOTES
[i] SEC Release Nos. 33-11445 (FINRA accredited investor exam) (File No. 4-931), 33-11446 (CPA license) (File No. 4-932), 33-11447 (CFA charter) (File No. 4-933), 33-11448 (CFP certification) (File No. 4-934), and 33-11449 (Series 79 and Series 86/87 licenses) (File No. 4-935), each dated September 30, 2026.