Accredited Investor Bill: H.R. 3394 Indexing and New Paths

The accredited investor bill moving through Congress is H.R. 3394, the Fair Investment Opportunities for Professional Experts Act. It passed the U.S. House of Representatives in 2025 by a 397–12 vote and now sits with the Senate Committee on Banking, Housing, and Urban Affairs.¹ If enacted, it would lock the current wealth and income thresholds into statute, require the SEC to adjust them for inflation every five years, and open new ways for people with professional licenses, education, or job experience to qualify without meeting any wealth test at all.

What the Bill Would Change

H.R. 3394 does three substantive things.

Inflation Indexing Every Five Years

The bill writes the $1 million net worth floor and the $200,000 individual / $300,000 joint income tests directly into the Securities Act, and then requires the SEC to adjust those figures every five years based on the Consumer Price Index for All Urban Consumers, rounded to the nearest $10,000.² It does not raise the thresholds retroactively. The dollar figures that qualify someone today would still qualify them on the day of enactment; only future inflation would bump them upward.

A Wider License-Based Path

Under the SEC’s 2020 amendments, three specific FINRA licenses in good standing make someone an accredited investor regardless of wealth: Series 7, Series 65, and Series 82. H.R. 3394 broadens that path considerably. Any person currently licensed or registered as a broker or investment adviser by the SEC, a self-regulatory organization, or a state securities division would qualify, provided they are in good standing.² That captures a wider range of financial professionals than the three enumerated FINRA credentials.

An Experience and Education Path, Written by the SEC

The bill also directs the SEC to create regulations recognizing people whose education or job experience gives them demonstrable professional knowledge relevant to a particular investment. A self-regulatory organization such as FINRA would verify the credentials. The bill does not list which degrees or job titles count; it hands that question to SEC rulemaking, which would need to be completed within 180 days of enactment.²

One technical piece sits alongside those changes. The bill writes the primary residence exclusion into the statute: your home’s value doesn’t count as an asset, and mortgage debt up to the home’s fair market value doesn’t count as a liability. If you increased your mortgage balance within 60 days before the investment for a reason other than buying the home, that extra borrowed amount counts against you, and any underwater portion of a mortgage counts as a liability.² Those rules already exist in SEC regulations. Codifying them makes them harder to change by rulemaking alone.

What Stays the Same

The bill does not disturb the existing financial criteria for individuals under Rule 501 of Regulation D.³ You still qualify if either is true:

Your net worth exceeds $1 million, not counting your primary home, alone or combined with a spouse or spousal equivalent.
You earned more than $200,000 individually, or more than $300,000 jointly with a spouse or spousal equivalent, in each of the last two years and expect the same this year.

Directors, executive officers, and general partners of the company selling the securities also continue to qualify automatically.³ The bill is additive on the qualification side: nobody who qualifies today loses that status on enactment.

Where the Bill Stands

After passing the House 397–12, H.R. 3394 was referred to the Senate Banking Committee.¹ The House margin reflects broad bipartisan agreement that the definition needs updating. Senate action is not guaranteed. This bill has been introduced under the same name in previous Congresses without reaching the president’s desk, so a strong House vote does not by itself predict enactment.

A parallel track runs through the SEC. The Dodd-Frank Act requires the Commission to review the accredited investor definition at least every four years and decide whether the requirements should be adjusted for investor protection, the public interest, and the state of the economy. The most recent review was published in December 2023.⁴ The SEC has not used that authority to raise the dollar thresholds. That is why Congress is the venue for the current effort.

Why Congress Is Acting Now

The dollar figures in the accredited investor definition have not moved since Regulation D was adopted in 1982, when the $1 million net worth and $200,000 individual income tests were first set. The $300,000 joint income test was added in 1988.⁴ Inflation has done the work regulators didn’t.

The SEC’s 2023 review calculated what the thresholds would be if they had tracked inflation from the start. The $1 million net worth floor would be about $3 million. The $200,000 income threshold would sit near $608,000, and the $300,000 joint threshold would exceed $911,000.⁴ The share of U.S. households meeting the financial criteria rose from roughly 13% in 2019 to roughly 18.5% by 2022.⁵

The 2023 review also flagged a composition shift: retirement savings now play a much larger role in pushing households over the $1 million net worth line. A household that qualifies mainly because of a 401(k) balance sits in a different position than one with $1 million in liquid, non-retirement assets, and the risk of putting retirement money into illiquid private offerings is not what the original Regulation D framers were weighing.

H.R. 3394’s design responds to that history without overcorrecting. Raising the thresholds to inflation-adjusted levels in one step would cut millions of currently eligible investors out of private markets overnight. Freezing current figures and indexing forward slows the growth of the qualifying pool without a disqualification cliff. That compromise is likely what produced the 397–12 margin.

What It Would Mean for Investors and Issuers

For individuals, the immediate effect would be expansion. A broker or investment adviser in good standing with any recognized regulator would qualify on the strength of the license alone. Once the SEC writes the experience-and-education rules, people whose careers have given them investment-relevant expertise could qualify through that path, though exactly who makes the cut depends on regulations that don’t yet exist.

For companies raising capital under Regulation D, the pool of eligible investors grows, but verification gets more complicated. Confirming a securities license is straightforward. Evaluating whether someone’s job history satisfies a yet-to-be-written SEC standard is not. The 180-day rulemaking deadline in the bill would push the Commission to define those standards quickly, and issuers running offerings that require verification of each purchaser would need processes in place to handle the new credential categories.

Whether H.R. 3394 clears the Senate or the SEC moves first under its own Dodd-Frank authority, some change to the accredited investor definition appears to be on the near horizon.

1
Congress.gov. H.R.3394 – 119th Congress – Fair Investment Opportunities for Professional Experts Act
2
Congress.gov. Text – H.R.3394 – Fair Investment Opportunities for Professional Experts Act
3
U.S. Securities and Exchange Commission. Accredited Investors
4
Securities and Exchange Commission. Review of the Accredited Investor Definition under the Dodd-Frank Act
5
U.S. Securities and Exchange Commission. Qualifying Households under Accredited Investor Financial Criteria