What is the difference between Rule 506(b) and Rule 506(c)?
Rule 506(b) bans general solicitation and allows up to 35 non-accredited but sophisticated purchasers; Rule 506(c) allows general solicitation but every purchaser must be an accredited investor whose status the issuer verifies. In Q2 2026 and Q3 2026 Form D data, 87.0% of notices claimed 506(b) and 12.3% claimed 506(c).
Both exemptions require a Form D notice. The claimed exemption is in Item 6 of the form and in the FEDERALEXEMPTIONS_ITEMS_LIST column of the SEC data set.
Read more
Related questions
Written by sec-api.dev, updated 9 November 2026. Numbers recompute from SEC data every six hours.
Plain-text version for agents and LLMs: /questions/rule-506b-vs-506c.md
Independent. Not affiliated with, endorsed by, or sponsored by the U.S. Securities and Exchange Commission. Data is reproduced from public SEC filings and datasets. Not investment advice.