US Federal House Bill HB3394

US Federal 2025-2026 Regular Session

• Introduced: 5/14/25
• Refer: 5/14/25
• Report Pass: 5/20/25
• Engrossed: 6/24/25

Caption

Fair Investment Opportunities for Professional Experts Act

Summary

HB3394, the Fair Investment Opportunities for Professional Experts Act, amends the Securities Act of 1933 to codify and update who qualifies as an “accredited investor” for purposes of federal securities laws. The bill preserves the existing wealth- and income-based pathways to accredited investor status, but it also expressly includes certain licensed brokers and investment advisers, and creates a new category for individuals whom the SEC determines, by regulation, have demonstrable education or job experience showing professional knowledge relevant to a particular investment, so long as that background is verified by a self-regulatory organization. The bill also clarifies how net worth is calculated for the $1 million threshold by excluding a primary residence as an asset and limiting how mortgage debt on that residence is counted as a liability, while preserving treatment of debt that exceeds the home’s value. It directs the SEC to adjust the dollar thresholds for inflation every five years and to revise Regulation D within 180 days to conform to the statutory changes. In practical terms, the bill would expand and formalize access to private securities offerings for certain professionals while maintaining the existing investor-protection framework around accredited investor status.

Impact

HB3394 would amend Section 2(a)(15) of the Securities Act of 1933 and require the SEC to update Regulation D to match the new statutory definition of accredited investor. The bill affects federal securities regulation, private placements, and who may lawfully participate in offerings exempt from full registration requirements. It would likely broaden the pool of eligible investors by recognizing professional credentials and experience, while also standardizing net-worth calculations and inflation adjustments for the financial thresholds used in the definition.

Sentiment

The bill appears to have broad bipartisan support in the House, passing 396-12 under suspension of the rules, which suggests general agreement with its approach. The available record shows no committee transcript opposition, and the strong vote indicates the measure was viewed favorably as a targeted update to securities law rather than a controversial overhaul. The Senate referral indicates the bill was still pending further consideration after House passage.

Contention

The main policy tension is between expanding investment access and preserving investor protections. Supporters likely view the bill as recognizing that some individuals have professional expertise that makes them capable of evaluating private investments even if they do not meet traditional wealth or income tests. Potential critics may be concerned that adding experience-based and credential-based pathways could weaken the accredited investor standard and expose less-wealthy investors to higher-risk private offerings. Another point of technical contention is the treatment of primary residence equity and mortgage debt in net-worth calculations, which can materially affect who qualifies.