Rule 501 notices test knowledge against the wealth gate

On September 30, 2026 the Securities and Exchange Commission (SEC) issued five notices under Rule 501(a)(10) of Regulation D that would, if later ordered, let a FINRA examination and four professional credentials qualify a natural person as an accredited investor without the income or net-worth tests.

Release No. 33-11445 says about $400 billion was raised in Regulation D offerings, excluding pooled funds, between July 1, 2024 and June 30, 2025. The notices designate nobody. They ask whether an exam and named professional marks should sit beside the wealth tests. Below: the rule, the exam plan, the United Kingdom and Singapore contrast, and the Form D cases that leave the filing duty in place.

• Five notices, September 30, 2026: Release No. 33-11445 (FINRA exam, File No. 4-931); 33-11446 (US certified public accountant licence); 33-11447 (Chartered Financial Analyst charter); 33-11448 (US Certified Financial Planner certification, File No. 4-934); 33-11449 (Series 79, and Series 86 and Series 87). Source: press release 2026-96.
• Wealth tests in Release No. 33-11445: net worth over $1,000,000 excluding the primary residence, alone or with a spouse or spousal equivalent (Rule 501(a)(5)); income over $200,000, or joint income over $300,000, in each of the two most recent years (Rule 501(a)(6)).
• Already ordered: Series 7, Series 82 and Series 65, designated August 26, 2020 by Release No. 33-10823, and only in good standing.
• Exam plan in Release No. 33-11445: open from age 18, about 75 questions in about two hours, fee similar to the $100 Securities Industry Essentials fee, valid 10 years, in person. FINRA expects 95% of potential US test-takers within 60 miles of a centre.
• Survey cited there: 4.3% of accredited investors and 1.1% of others report owning a “private fund or offering” (Carman and co-authors, June 2025). Interest is 14.4% and 4.7%.
• Release No. 33-11448, Federal Register October 5, 2026, sets comments due on or before December 4, 2026. Press release 2026-96 uses a 60-day period after publication. The September 30 exam PDF still had a date placeholder.

How this analysis was sourced

Figures come from Release No. 33-11445, read in full; the Federal Register text of Release No. 33-11448; press release 2026-96; and the September 30, 2026 statements of Chairman Paul S. Atkins, Commissioner Hester M. Peirce and Commissioner Mark T. Uyeda. Enforcement figures come from press release 2024-210 and Releases 33-11346, 33-11347 and 33-11348. The comparison uses only texts opened for this piece: Regulation D, the United Kingdom’s SI 2024/301 and section 25 of the Financial Services and Markets Act 2000, and Singapore’s parliamentary reply of February 5, 2025 on section 4A of the Securities and Futures Act 2001. The window runs from August 26, 2020 through October 5, 2026. These notices are not the October 1, 2026 custody proposal, and they are not Regulation Crypto Assets. The same meeting’s performance-fee and interval-fund items are outside this file.

Related:Release 9306-26 extends UK swaps no-action to 2027

What Rule 501(a)(10) requires before any new name is added

Regulation D, 17 CFR 230.500 through 230.508, exempts offers from Securities Act registration. Release No. 33-11445 cites SEC v. Ralston Purina Co., 346 U.S. 119 (1953), for the point that section 4(a)(2) turns on whether offerees can fend for themselves. Rule 506(b) is that safe harbour: any number of accredited buyers, and no more than 35 non-accredited buyers in any 90-calendar-day period, with no general solicitation. Rule 506(c) allows solicitation only of verified accredited purchasers. Rule 504 allows up to $10 million in a 12-month period with no accredited-investor test.

Rule 501(a)(10) is the knowledge route in Regulation D, and it works only after an order. Release No. 33-11445, dated September 30, 2026, restates four attributes: an examination by a self-regulatory organization or other industry body, or a credential from an accredited educational institution; a test of sophistication in securities and investing; an expectation that holders can judge merits and risks; and a holding that is public or otherwise verifiable. Rule 501(a)(5) and Rule 501(a)(6) sit beside that route: net worth over $1,000,000 excluding a primary residence, alone or with a spouse or spousal equivalent, and income over $200,000, or $300,000 jointly, in each of the two most recent years. Series 7, Series 82 and Series 65 were designated on August 26, 2020 by Release No. 33-10823. A CPA licence, a CFA charter, a CFP certification, or Series 79 or Series 86 and 87 does not confer accredited status on a notice alone.

Section II of Release No. 33-11445 is a staff plan and may change. The exam would be in English, on the Securities Industry Essentials model. Table 1 puts investment risks at 20% to 28% of items, with the other five sections between 10% and 20%. Topics include Regulation D, Regulation A, Regulation Crowdfunding, liquidity, dilution and fees. A pass plus the 10-year window would be good standing, with no waiver. It would not register anyone or permit a securities business, and the holder would qualify only personally. FINRA would still need a public check of the pass date under Rule 501(a)(10)(iv).

“I agree with the fundamental notion ingrained in today’s notices that accredited investor access to private offerings should not be limited solely to individuals satisfying financial thresholds and that such thresholds are not the sole indicators of a person’s ability to assess the merits and risks of an investment.”

Source: Paul S. Atkins, Chairman, Securities and Exchange Commission (Statement at the open meeting, September 30, 2026)

How the United States, the United Kingdom and Singapore test sophistication

The US notices decide who may buy under Regulation D. The UK order decides who may receive a promotion caught by section 21 of the Financial Services and Markets Act 2000. Singapore’s section 4A decides when retail safeguards may fall away. An order under Rule 501(a)(10) would amend neither foreign rule.

Sources: Release No. 33-11445; Release No. 33-11448; SI 2024/301; FSMA 2000, section 25; MAS reply, February 5, 2025. Last checked: October 5, 2026.

The United States, the United Kingdom and Singapore screen private investments with tests that do not match. Rule 501(a)(5) and Rule 501(a)(6) still use net worth over $1,000,000 excluding a primary residence, or income over $200,000 or joint income over $300,000. Rule 501(a)(10) adds only ordered credentials: today the Series 7, Series 82 and Series 65, designated August 26, 2020. The September 30, 2026 notices would add a FINRA exam from age 18, valid for 10 years, plus a CPA licence, a CFA charter, a US CFP certification and Series 79 and Series 86 and 87, only after a later order. UK SI 2024/301, in force on March 27, 2024, uses income of at least £100,000 or net assets of at least £250,000. Singapore’s section 4A requires an opt-in and, since 2018, caps the home at S$1 million. A US exam pass would not meet the UK exemption or the Singapore opt-in.

“Regardless of an individual’s net worth, financial institutions must, in the first instance, treat all customers as retail investors and accord them the full range of safeguards.”

Source: Gan Kim Yong, Deputy Prime Minister and Minister for Trade and Industry, and Chairman of the Monetary Authority of Singapore (Parliamentary reply, February 5, 2025)

What the December 2024 Form D orders show about the filing duty

A wider accredited definition would change who may buy. It would not change the duty to tell the Commission that an exempt offering has started. On December 20, 2024 the Commission announced settled Rule 503 charges against GRID 202 LLC, doing business as Re-Envision Wealth; Pipe Technologies Inc.; and Underdog Sports Holdings, Inc. Press release 2024-210 says each failed to file a Form D within 15 days after the first sale. Without admitting or denying the findings, they agreed to cease and desist and to pay $60,000, $195,000 and $175,000 under Releases 33-11346, 33-11347 and 33-11348. Each order is a settlement, not a new accredited-investor test.

“Today’s orders find that the charged entities deprived the Commission and the marketplace of timely information concerning nearly $300 million of unregistered securities offerings.”

Source: Sanjay Wadhwa, Acting Director of the Division of Enforcement, Securities and Exchange Commission (Press release 2024-210, December 20, 2024)

The theory is informational. A late Form D hides the round from the Commission, state regulators and investors. Acting Director Wadhwa called timely Forms D vital “especially with respect to small businesses”. Nearly $300 million of offerings drew combined penalties of $430,000. The orders do not find that anyone was mis-labelled as accredited. If exam holders are later designated, a Rule 506(b) or Rule 506(c) issuer would still file within 15 days. An exemption is not a registration, and Release No. 33-11445 says an exam pass would not be a broker-dealer registration. Outside-adviser supervision is a separate question under FINRA Rule 3290. A $575,000 Regulation SCI penalty against OTC Link is not a Regulation D case. The Form D penalties above still run to the missing notice, not to who counted as accredited.

What the notices would change for issuers, funds, brokers and compliance teams

For an issuer the notices change nothing until an order. An all-accredited Rule 506(b) round avoids the Rule 502(b) information package required if a non-accredited investor buys. Under Rule 506(c), reasonable steps to verify are the price of general solicitation. Release No. 33-11445 says a checkable exam record would be cheaper than confirming income or net worth, but FINRA has not built that check. The Commission also says the capital effect may be modest, because it cannot predict how many people will pass and someone who qualifies only by the exam is under the wealth lines. The cited survey shows private-fund or offering ownership of 4.3% among accredited investors and 1.1% among others. Issuers may still set minimums.

Rule 501(a)(11) already makes a knowledgeable employee of a private fund accredited as to that fund. The notices do not amend it. Exam holders would qualify only themselves, and family clients stay under Rule 501(a)(13). Series 7, Series 82 and Series 65 already qualify a holder in good standing. Series 79, and Series 86 together with Series 87 as the research-analyst licence, are what press release 2026-96 places in Release No. 33-11449. Until an order, those licences do not themselves confer accredited status, and a future exam pass would not be permission to solicit.

Comments go to rule-comments@sec.gov with the file number on the subject line. File No. 4-931 is the exam. File No. 4-934 has comments due on or before December 4, 2026. A Rule 506(c) seller cannot today treat a CPA licence or a CFA charter as verification. A seller who uses Series 7, Series 65 or Series 82 still needs that licence in good standing on the sale date. Release No. 33-11445 does not say what happens to a follow-on round if the credential lapses between closings.

What is still open after the comment date

The next step is an order, or a refusal to issue one. It is not a compliance date. Release No. 33-11445 says the Commission believes the planned exam would meet Rule 501(a)(10), and it asks whether exam holders raise concerns of their own. Press release 2026-96 runs comments for 60 days after Federal Register publication. Release No. 33-11448 names December 4, 2026. The September 30 exam PDF still said “insert date”.

Release No. 33-11445 quotes the North American Securities Administrators Association’s letter of December 10, 2025. The association “would prefer an exam that tests relevant knowledge coupled with practical experience” and “would not endorse a test that does not meaningfully probe the investor’s financial sophistication and ability to understand the information asymmetry and other risks posed by private market investing.” The exam plan has no experience prerequisite. The release describes H.R. 3383, the INVEST Act, as passed by the House on December 11, 2025, and it does not say the bill is enacted.

“Why would knowledge sufficient to participate in our private capital markets go obsolete in 10 years? My libertarian persnicketiness aside, even as I dream of greater freedom, I welcome progress in that direction.”

Source: Hester M. Peirce, Commissioner, Securities and Exchange Commission (Remarks at the open meeting, September 30, 2026)

Commissioner Mark T. Uyeda wrote that income and wealth have stood in for sophistication “for too long”. The release’s own limit is that effects “may be modest”. The dollar tests are untouched. The open question is whether a 10-year exam, and marks earned for a job, satisfy Rule 501(a)(10) below those lines. The 2019 proposal is the earlier chapter. Further coverage is on the regulation desk.

TL;DR

On September 30, 2026 the SEC issued five notices under Rule 501(a)(10). They ask whether a FINRA exam, a US CPA licence, a CFA charter, a US CFP certification, and the Series 79 and Series 86 and 87 licences should make a natural person an accredited investor. They are not orders. Series 7, Series 65 and Series 82 were designated on August 26, 2020. Wealth tests stay above $1,000,000 of net worth, excluding a primary residence, or income above $200,000, or joint income above $300,000. Release No. 33-11445 puts Regulation D offerings, excluding pooled funds, at about $400 billion from July 1, 2024 to June 30, 2025. Release No. 33-11448 sets comments due on or before December 4, 2026. A late Form D is still a Rule 503 violation.

FAQ

What did the SEC decide on September 30, 2026?

It issued five notices under Rule 501(a)(10), Releases 33-11445 through 33-11449, signed for the Commission by Secretary Vanessa A. Countryman. They ask whether a future FINRA exam, a US CPA licence in good standing, a CFA charter, a US CFP certification, and the Series 79 and Series 86 and 87 licences should be designated. Chairman Paul S. Atkins, Commissioner Hester M. Peirce and Commissioner Mark T. Uyeda each supported requesting comment. Press release 2026-96 describes that request. The notices do not amend the wealth tests in Rule 501(a)(5) or Rule 501(a)(6).

Does a CPA or a CFA charterholder qualify today?

No. Rule 501(a)(10) covers only credentials designated by order after notice and comment. Release No. 33-11445 says the credentials designated so far are the Series 7, Series 82 and Series 65, by Release No. 33-10823 on August 26, 2020, and only in good standing. The September 30 notices say the Commission believes a CPA licence, a CFA charter and a US CFP certification would meet the rule. That belief is not an order. Until an order, those marks do not by themselves make a natural person accredited under Regulation D.

When are comments due?

Press release 2026-96 keeps the notice comment periods open for 60 days after Federal Register publication. The September 30 PDF of Release No. 33-11445 still had a placeholder date. The Federal Register text of Release No. 33-11448, File No. 4-934, is dated October 5, 2026 and says comments should be received on or before December 4, 2026. Email comments go to rule-comments@sec.gov with the file number on the subject line. The exam file is File No. 4-931.

How does the UK test differ from Rule 501?

It is a financial-promotion exemption, not a Securities Act purchaser category. SI 2024/301 came into force on March 27, 2024. The explanatory note cuts high-net-worth income from £170,000 to £100,000 or more, and net assets from £430,000 to £250,000 or more. A self-certified route covers a director of a company with turnover of at least £1 million, or two unlisted investments in two years. Older statements have no effect after January 30, 2025. A section 21 breach is an offence under section 25, with up to two years’ imprisonment on indictment.

Would these notices remove the Form D filing?

No. Press release 2024-210 says Rule 503 requires a Form D within 15 days after the first sale in a Regulation D offering. Orders against GRID 202 LLC, Pipe Technologies Inc. and Underdog Sports Holdings, Inc. imposed penalties of $60,000, $195,000 and $175,000, Releases 33-11346, 33-11347 and 33-11348. Acting Director Sanjay Wadhwa said the late filings hid information on nearly $300 million of offerings. Designating new accredited investors would not amend that 15-day duty for an issuer using Rule 506(b) or Rule 506(c).

This article is informational analysis only and does not constitute legal, regulatory, tax, or investment advice. Regulatory frameworks change frequently and interpretation depends on facts and circumstances; primary documents and official regulator guidance always supersede summaries. Firms should consult qualified legal counsel and their relevant supervisory authority before taking any action based on the analysis above.