December 8, 2022

Reg A+ and the Secondary Market

Published December 8, 2022 Revised July 17, 2026 2 min read Reviewed by Mari Luke, Director, GTM Enablement

Reg A+ is an effective way for companies to raise additional capital - did you know it could also provide potential liquidity to existing shareholders?

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Benefits of Reg A+

Raising capital through Reg A+ has many benefits for both the company and its investors. For the company, it allows them to raise additional capital without going through the time-consuming and expensive process of a traditional initial public offering. It also allows them to offer their shares to a broader pool of potential investors, including retail investors who may not have been able to participate in a traditional IPO or other forms of capital raising that are limited to accredited investors.

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Additionally, many founders are surprised to learn that issued Reg A+ shares are tradeable for most retail investors who aren’t insiders or affiliated with the issuer. But what exactly does that mean?

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Reg A+ Liquidity

What Determines Whether You Can Sell Reg A+ Shares

For Reg A+ investors, whether shares can be sold will depend on four factors:

Exchange Listing

Is the issuing company listed on an exchange? If so, investors will have access to a market for the secondary sale of shares.

Unlisted Companies

If a company is not listed on an exchange, liquidity may be limited. A series of securities and state rules determine when and how these securities may be traded. Investors should speak to their licensed broker-dealer or counsel about their ability to sell Reg A+ shares.

Affiliate Status

Is the investor a company affiliate? Affiliates who want to sell their Reg A+ securities may only do so in compliance with Rule 144. This includes limits on the amount of shares that can be sold at any one time and requires a series of filings about the company and the broker-dealer handling the sale. Affiliates will need the assistance of a licensed broker-dealer to assist with the sale process.

Secondary Sale Volume

How many shares have been sold in the secondary market? Secondary sales at the time of the Regulation A+ offering and in the 12 months following may not exceed 30% of the aggregate offering price.

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Conclusion

Reg A+ regulatory framework, allows companies to tap into a wider pool of potential investors and generate more interest in their business, while at the same time, offering investors the potential for earlier liquidity. Investors interested in potentially selling their shares on the secondary market should contact their broker-dealer about restrictions which may or may not apply.

Worth watching: the INVEST Act, which would modernize the accredited investor definition and ease Regulation D's general solicitation rules, passed the House in December 2025 and is currently pending in the Senate. It doesn't change Reg A+'s secondary sale limits directly, but if it becomes law it could reshape the broader landscape for how investors access and trade private securities. We'll update this piece if that changes.

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FAQ

Can I sell my Reg A+ shares?

It depends on whether the company is listed on an exchange, whether you're an affiliate of the company, and how much secondary-market volume has already occurred. Non-affiliate investors in companies not listed on an exchange may face more limited liquidity and should check with a licensed broker-dealer.

What is the 30% secondary sale cap under Reg A+?

Under Regulation A+, secondary sales by selling securityholders at the time of the offering and during the 12 months following it cannot exceed 30% of the aggregate offering price. This limit is meant to keep Reg A+ offerings focused on raising new capital for the company rather than functioning as an exit for existing holders.

Do Reg A+ investors need a broker-dealer to sell shares?

Non-affiliates generally don't need a broker-dealer to hold Reg A+ shares, but selling them, especially if the company isn't listed on an exchange, often requires one to find a buyer and execute the trade. Affiliates are required to work with a licensed broker-dealer to comply with Rule 144.

Are Reg A+ shares restricted securities?

No. Unlike shares sold under Regulation D, Reg A+ shares are generally not restricted securities for non-affiliate holders, which is why they can be tradeable soon after issuance, subject to the exchange-listing, affiliate, and volume conditions described above.

What's different about affiliate resale under Reg A+?

Affiliates (executives, directors, and large shareholders) face additional conditions under Rule 144, including volume limits and required filings, before they can sell Reg A+ securities, even though the securities themselves aren't restricted for other holders.

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DealMaker and its affiliates neither offer investment advice or analysis nor endorse or recommend investments in any company or the suitability of an investment for any particular investor. The information on our website regarding any company or in a website post is based on publicly available information or directly from the subject company. DealMaker and its affiliates make no representation or warranty as to the adequacy, accuracy, or completeness of such information. Any comments expressed herein are our own, are not intended as investment advice, and are subject to change without notice. Website posts have been prepared solely for informative purposes and are not a solicitation of an offer to buy or an offer to sell any security.

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