H.R. 3339 — Equal Opportunity for All Investors Act of 2025

This section directs the Securities and Exchange Commission (SEC) to revise the definition of “accredited investor” under Regulation D (17 C.F.R. § 230.500 et seq.) to include any natural person certified through an examination that the SEC must establish not later than one year after enactment. (As background, the accredited investor definition currently qualifies high-income or high-net-worth individuals to participate in unregistered securities offerings exempt from full SEC registration requirements under the Securities Act of 1933.) The examination must be designed such that financially sophisticated individuals are unlikely to fail and must assess competency in specified areas, including (1) types of securities; (2) disclosure requirements for exempt versus registered offerings; (3) corporate governance; (4) financial statements; (5) risks of unregistered securities, private companies, and private funds (e.g., limited liquidity and disclosures, valuation subjectivity, information asymmetry, leverage, concentration, and long horizons); (6) conflicts of interest; and (7) other SEC-determined criteria. Beginning 180 days after establishment, a registered national securities association must administer the examination free of charge to the public.