exempt offering

An exempt offering is a securities offering in which the issuer is not required to register the securities with the Securities and Exchange Commission (SEC) under the Securities Act of 1933. Instead of full registration (which requires detailed disclosures and SEC review), the issuer may rely on an exemption that permits selling securities through a streamlined process, often to a limited group of sophisticated or accredited investors.

Although exempt offerings are not subject to registration, they remain subject to the federal antifraud provisions (e.g., Rule 10b-5) and other regulatory requirements, including restrictions on solicitation, resale, and investor eligibility. Issuers must still provide some disclosure to investors and may be required to file a short notice with the SEC (e.g., Form D for private placement).

Common exemptions include the following:

• Regulation D: Often used for private placements to accredited investors.
• Regulation A: Allows offerings to the public with scaled disclosure requirements.
• Regulation Crowdfunding: Allows raising smaller amounts of capital through SEC-registered intermediary, either a broker-dealer or a funding portal.

Exempt offerings allow startups and private companies to raise capital without the cost and delay associated with SEC registration.

[Last reviewed in November of 2025 by the Wex Definitions Team] 

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