By Harry Prabandham · Updated September 27, 2026

Investing & Markets

Accredited Investor Status: Who Qualifies and What It Means

An accredited investor meets SEC income, net worth, or license tests that allow buying certain private, unregistered securities.

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What is an accredited investor?

An accredited investor is a person or entity that meets one of the tests in SEC Rule 501(a) of Regulation D.
Meeting a test lets you buy certain private securities that are sold without SEC registration, such as startup rounds, private funds, and syndicated deals.
The tests use income, wealth, or professional credentials as a proxy for the ability to absorb a loss and ask the right questions.
Status is an eligibility gate, not a finding that you are sophisticated or that any particular offering is sound or suitable.

Which tests can an individual meet?

Income: more than $200,000 alone, or $300,000 with a spouse or spousal equivalent, in each of the past two years, with a reasonable expectation of the same this year.
Net worth: more than $1 million, alone or with a spouse or spousal equivalent, not counting the value of your primary residence.
Mortgage debt generally drops out with the home, but debt above the home's value, or added in the 60 days before investing, counts as a liability.
Credentials: a Series 7, 65, or 82 license in good standing, which in practice requires the license to be active through a registered firm.
Knowledgeable employees of a private fund can qualify for investments in that same fund.

How do these thresholds apply to tech employees?

Vested RSUs and public company shares count toward net worth at market value; unvested awards generally are not yet assets you own.
Private company shares can count, but their value is a judgment call, so many people use a defensible figure such as the latest 409A value.
A liquidity event, such as a tender offer or an IPO lockup expiring, can push net worth past $1 million even in a lower-income year.
The income test looks back two years, so a single large vesting year may not be enough on its own.
The dollar thresholds are not indexed to inflation, which is why far more households qualify today than when the rule was written.

Entities, trusts, and family offices

Corporations, LLCs, and partnerships generally qualify with more than $5 million in total assets if not formed specifically to buy the securities.
An entity can also qualify by owning more than $5 million in investments, or when every equity owner is individually accredited.
A trust with over $5 million in assets qualifies if it wasn't formed for the purchase and a sophisticated person directs the investment.
SEC staff guidance (C&DI 255.21) treats a revocable trust as accredited when its grantors can amend or revoke it and each grantor is accredited.
Family offices with at least $5 million under management, and their family clients, were added as a category in 2020.

How do issuers verify your status?

Rule 506(b) offerings cannot advertise publicly and typically rely on a signed questionnaire in which you self-certify.
Rule 506(c) offerings may advertise but must take reasonable steps to verify, such as reviewing tax returns, account statements, or a letter from a CPA, attorney, RIA, or broker-dealer.
A March 2025 SEC staff no-action letter lets 506(c) issuers rely on a minimum investment of at least $200,000 for individuals, plus written representations that the money isn't third-party financed.
Each issuer chooses its own verification method, so expect to repeat the paperwork for different deals.

Pending changes to the definition

On December 11, 2025, the House passed the INVEST Act (H.R. 3383), which would direct the SEC to add an exam-based pathway; Congress.gov shows its current status.
Any new pathway would also require SEC rulemaking, so the Rule 501(a) tests above remain the working standard for now.
Some private funds require the higher qualified purchaser standard, which for individuals generally means at least $5 million in investments.

Key takeaways

Accreditation is a legal eligibility test based on income, net worth, or credentials, not a judgment about any deal's quality.
Private investments can be illiquid for many years, carry high fees, disclose less than public companies, and can lose their entire value.
Tech employees often cross the net worth line through vested equity or a liquidity event; valuing private shares conservatively helps.
This is educational information only; confirm your status and any offering's terms with the issuer's counsel or your own attorney.

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What is an accredited investor?

An accredited investor is a person or entity that meets one of the tests in SEC Rule 501(a) of Regulation D.
Meeting a test lets you buy certain private securities that are sold without SEC registration, such as startup rounds, private funds, and syndicated deals.
The tests use income, wealth, or professional credentials as a proxy for the ability to absorb a loss and ask the right questions.
Status is an eligibility gate, not a finding that you are sophisticated or that any particular offering is sound or suitable.

Which tests can an individual meet?

Income: more than $200,000 alone, or $300,000 with a spouse or spousal equivalent, in each of the past two years, with a reasonable expectation of the same this year.
Net worth: more than $1 million, alone or with a spouse or spousal equivalent, not counting the value of your primary residence.
Mortgage debt generally drops out with the home, but debt above the home's value, or added in the 60 days before investing, counts as a liability.
Credentials: a Series 7, 65, or 82 license in good standing, which in practice requires the license to be active through a registered firm.
Knowledgeable employees of a private fund can qualify for investments in that same fund.

How do these thresholds apply to tech employees?

Vested RSUs and public company shares count toward net worth at market value; unvested awards generally are not yet assets you own.
Private company shares can count, but their value is a judgment call, so many people use a defensible figure such as the latest 409A value.
A liquidity event, such as a tender offer or an IPO lockup expiring, can push net worth past $1 million even in a lower-income year.
The income test looks back two years, so a single large vesting year may not be enough on its own.
The dollar thresholds are not indexed to inflation, which is why far more households qualify today than when the rule was written.

Entities, trusts, and family offices

Corporations, LLCs, and partnerships generally qualify with more than $5 million in total assets if not formed specifically to buy the securities.
An entity can also qualify by owning more than $5 million in investments, or when every equity owner is individually accredited.
A trust with over $5 million in assets qualifies if it wasn't formed for the purchase and a sophisticated person directs the investment.
SEC staff guidance (C&DI 255.21) treats a revocable trust as accredited when its grantors can amend or revoke it and each grantor is accredited.
Family offices with at least $5 million under management, and their family clients, were added as a category in 2020.

How do issuers verify your status?

Rule 506(b) offerings cannot advertise publicly and typically rely on a signed questionnaire in which you self-certify.
Rule 506(c) offerings may advertise but must take reasonable steps to verify, such as reviewing tax returns, account statements, or a letter from a CPA, attorney, RIA, or broker-dealer.
A March 2025 SEC staff no-action letter lets 506(c) issuers rely on a minimum investment of at least $200,000 for individuals, plus written representations that the money isn't third-party financed.
Each issuer chooses its own verification method, so expect to repeat the paperwork for different deals.

Pending changes to the definition

On December 11, 2025, the House passed the INVEST Act (H.R. 3383), which would direct the SEC to add an exam-based pathway; Congress.gov shows its current status.
Any new pathway would also require SEC rulemaking, so the Rule 501(a) tests above remain the working standard for now.
Some private funds require the higher qualified purchaser standard, which for individuals generally means at least $5 million in investments.

Key takeaways

Accreditation is a legal eligibility test based on income, net worth, or credentials, not a judgment about any deal's quality.
Private investments can be illiquid for many years, carry high fees, disclose less than public companies, and can lose their entire value.
Tech employees often cross the net worth line through vested equity or a liquidity event; valuing private shares conservatively helps.
This is educational information only; confirm your status and any offering's terms with the issuer's counsel or your own attorney.

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The information above is for educational purposes only and does not constitute investment advice, a recommendation, or a solicitation to buy or sell any security. Any historical figures are for illustration only, and past performance does not guarantee future results. Tax laws, regulations, and contribution limits change frequently, the details here may become outdated. Individual circumstances vary. Consult a qualified financial advisor, CPA, or attorney for guidance specific to your situation. Rubric Advisors is registered with the California DFPI; registration does not imply a certain level of skill or training.

Accredited Investor Status: Who Qualifies and What It Means

What is an accredited investor?

Which tests can an individual meet?

How do these thresholds apply to tech employees?

Entities, trusts, and family offices

How do issuers verify your status?

Pending changes to the definition

Key takeaways

What is an accredited investor?

Which tests can an individual meet?

How do these thresholds apply to tech employees?

Entities, trusts, and family offices

How do issuers verify your status?

Pending changes to the definition

Key takeaways

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