PrivateTechShares

Home › Glossary › Regulation D

🇺🇸 US · US tax

Regulation D

Also called: Reg D, Regulation D

In one line

US SEC rules letting companies raise money and sell shares privately without a full public registration, mainly to accredited investors.

In plain English

Reg D is the exemption most private financings and many secondaries rely on to avoid registering with the SEC. It's why your shares are 'unregistered' and sold only to qualifying buyers.

If you were explaining it to a 5-year-old

A rulebook that lets the club sell toys quietly to a few badge-holding grown-ups, without opening a big public shop.

Why it matters when you sell

Reg D is the legal backbone of private sales; it's why buyers must be accredited and why your shares carry resale restrictions.

Related terms

Accredited investorUnregistered sharesRestricted securitiesRule 701

Put it to use

Who buys private shares?

Hold private-company shares? Our free estimator shows what your stake could be worth and whether you can sell — no sign-up. Value my equity (free) → · Back to the glossary →
When you're ready to go deeper, there's an optional Equity Toolkit and Report.

Sources

Primary references for this term: US SEC / Investor.gov, IRS (US tax). Our definitions are written in plain English and kept evergreen — see the glossary methodology. General information, not advice.

Educational information only — not financial, tax or legal advice, and not an offer to buy or sell any security. Definitions are general; your own documents and local law govern your situation. PrivateTechShares is independent and not a broker or marketplace.