Reg D
Regulation D
An SEC exemption letting issuers sell securities without full registration — used by tokenised RWA products targeting US accredited investors.
Reg D 506(b) and 506(c) are the most-used carve-outs. Tokens issued under Reg D (BUIDL, OUSG) are restricted to qualified buyers, can't be freely traded for 12 months, and must be reported on Form D. Distinct from Reg S (offshore offerings).
Related terms
- SECThe US federal agency regulating securities markets — its enforcement decisions shape token-classification and stablecoin-as-security questions.
- Reg SAn SEC safe harbour for offerings made entirely outside the United States — common for non-US-targeted yield-bearing stablecoins.
- RWA (real-world assets)Tokenised off-chain assets — Treasuries, money-market funds, credit pools, real estate — used as on-chain collateral or yield products.