Reg-CF Investment Limits: How Much Can Each Investor Invest in 2026?

Under Regulation Crowdfunding, accredited investors face no investment limit and may invest as much as they choose, while non-accredited investors are capped in any rolling 12-month period by a formula tied to their annual income and net worth. Separately, the issuer may raise no more than $5,000,000 across all Reg-CF investors in a 12-month period. For a non-accredited investor, the per-investor cap is the greater of $2,500 or 5% of the greater of annual income or net worth when either figure is below $124,000, and 10% of the greater of income or net worth — never exceeding $124,000 — when both are at or above $124,000.

Those two ceilings — one on the issuer, one on each non-accredited investor — govern the arithmetic of every Regulation Crowdfunding raise. They determine how many investors a target requires, how much of a round can come from retail versus accredited capital, and how a campaign should be paced. This article walks through the exact figures in the current rule, the calculation with worked examples, how income and net worth are measured, who enforces the caps, and what all of it means for structuring and marketing a raise.

The two caps Reg-CF imposes

Regulation Crowdfunding, which operates under Section 4(a)(6) of the Securities Act, sets a limit in two distinct places, and issuers routinely conflate them. One binds the company; the other binds each individual investor.

Both the $5,000,000 issuer ceiling and the per-investor limits are set out in 17 CFR § 227.100 (Crowdfunding exemption and requirements). The issuer maximum is aggregated across every Reg-CF sale in the trailing 12 months, which is why a company that raised earlier in the year has less headroom than the sticker number suggests. The per-investor limit is aggregated differently — across all issuers an investor has backed in reliance on Section 4(a)(6) during the same window — so it is not reset by opening a position in a new company.

How the non-accredited investor limit is calculated

For a non-accredited investor, Rule 100(a)(2) sets a two-tier limit. The tier is chosen by comparing both annual income and net worth against a $124,000 threshold:

1. If either annual income or net worth is below $124,000: the limit is the greater of $2,500, or 5% of the greater of the investor's annual income or net worth.
2. If both annual income and net worth are at or above $124,000: the limit is 10% of the greater of the investor's annual income or net worth, and may not exceed a total of $124,000.

Two mechanics inside the formula catch people out. First, it uses the greater of income or net worth, not the lesser — a deliberate change from the original 2016 rule, which used the lesser of the two figures. Second, the $2,500 in tier one is a floor, not the answer: an investor always compares $2,500 against the 5% figure and takes whichever is larger. The worked examples below apply the current rule to illustrative investor profiles.

The dollar thresholds in the rule ($2,500 and $124,000) are periodically adjusted for inflation by the SEC, so an issuer confirming the exact figures for a live offering should read the current text of the rule or ask counsel rather than relying on a number from an older article.

Accredited investors have no cap since 2021

A non-accredited limit is all that Rule 100(a)(2) imposes; by its terms it applies only where "the purchaser is not an accredited investor." That is the practical result of the amendments the SEC adopted in late 2020 and that took effect in 2021: accredited investors were removed from the per-investor cap entirely and may invest any amount in a Reg-CF offering, subject only to the issuer's own $5,000,000 ceiling. Before that change, every investor — accredited or not — was subject to a limit, and the formula used the lesser of income or net worth rather than the greater.

Whether an investor is accredited is determined under Rule 501 of Regulation D, defined in 17 CFR § 230.501. Importantly, Reg-CF does not require the issuer to verify accredited status the way Rule 506(c) does; the investor's status affects only which limit applies. Issuers weighing accredited-only versus mixed strategies should read our comparison of Reg-D 506(b) vs. 506(c) solicitation rules, where verification obligations are far heavier.

How income and net worth are measured

The rule directs that a natural person's annual income and net worth be calculated the same way those terms are used to test accredited-investor status under Rule 501. In practice this means net worth generally excludes the value of the person's primary residence, and a person may calculate income and net worth jointly with a spouse or spousal equivalent — though if figures are calculated jointly, the limit applies to their combined Reg-CF investments. These are determinations investors typically self-report at checkout; issuers should confirm the current measurement mechanics with counsel rather than infer them.

What the limits mean for structuring your raise

The two caps interact to shape the math of a raise long before any marketing runs. A few consequences follow directly:

The $5,000,000 ceiling is a 12-month aggregate, not a per-offering number. Prior Reg-CF sales in the trailing year reduce the amount still available, which matters for issuers running back-to-back rounds or converting a completed raise into a larger one. Our Reg-CF vs. Reg-A+ cost and limit comparison covers when a company outgrows the $5M ceiling and what the next exemption costs.

Retail check sizes are small by design, so the count matters. Because most non-accredited investors are capped at a few thousand dollars, a retail-heavy raise needs many participants to reach a meaningful target. That is an audience-building problem, not a paid-media problem: the number of committed investors a campaign can convert in its opening days tends to determine whether it clears at all. Momentum and target-setting are covered in our piece on escrow and minimum offering amounts.

Accredited capital carries no per-investor ceiling. Since 2021, a single accredited investor can anchor a large portion of a Reg-CF round, which changes the blend an issuer plans for. A realistic model usually mixes a smaller number of larger accredited commitments with a larger number of capped retail checks, rather than assuming one audience carries the whole raise.

Who enforces the investment limit

Reg-CF offerings must be conducted through a registered intermediary — a funding portal or a broker-dealer — and the intermediary carries much of the operational burden of the limits. The investor's income and net worth are self-reported, and the rule generally permits reliance on the investor's representations absent knowledge that they are unreliable. The intermediary is responsible for having a reasonable basis to believe an investor has not exceeded the aggregate limit across all issuers in the trailing 12 months, which is why the platform, not the issuer, typically manages the cross-issuer math at checkout.

For the issuer, the practical takeaway is that the limit rarely becomes a manual task, but the offering documents and the Form C must state the terms accurately, and the timeline to launch depends on the intermediary and financial-statement work rather than on the caps themselves. That sequencing is mapped in our Reg-CF campaign timeline from Form C to launch.

Frequently Asked Questions

How much can a single investor invest in a Reg-CF offering?

It depends on whether the investor is accredited. Accredited investors have no Reg-CF investment limit and may invest any amount. Non-accredited investors are limited over any rolling 12-month period to the greater of $2,500 or 5% of the greater of their income or net worth when either figure is below $124,000, and to 10% of the greater of income or net worth (capped at $124,000) when both are at or above $124,000.

Do accredited investors have a limit under Reg-CF?

No. Since the amendments that took effect in 2021, accredited investors are not subject to the per-investor Reg-CF limit and can invest as much as they wish. The only ceiling that still applies is the issuer's overall $5,000,000 maximum across all investors in a 12-month period.

What is the maximum a company can raise with Reg-CF?

A company may raise up to $5,000,000 in reliance on Regulation Crowdfunding during any trailing 12-month period. That figure aggregates every Reg-CF sale in the window, so earlier raises in the same year reduce the amount still available under the exemption.

Does the investment limit apply per company or across all crowdfunding investments?

For non-accredited investors, the limit is aggregated across all issuers, not per company. An investor's total Reg-CF investments across every offering in the trailing 12 months are counted against the same cap, so backing a new company does not reset the limit.

How is net worth calculated for the investment limit?

Net worth is generally calculated the same way it is for accredited-investor status under Rule 501, which typically excludes the value of the investor's primary residence. Income and net worth may generally be calculated jointly with a spouse or spousal equivalent. Investors usually self-report these figures, and the exact mechanics should be confirmed with counsel.

Who is responsible for enforcing the Reg-CF investment limit?

The registered intermediary — the funding portal or broker-dealer running the offering — carries the operational responsibility. It relies on the investor's self-reported income and net worth absent knowledge that the representations are unreliable, and it is responsible for a reasonable basis to believe an investor has not exceeded the aggregate limit across all issuers.

Where Growth Turbine fits

The caps set the arithmetic; the investor pipeline determines whether a target that fits inside them actually clears. For a retail-heavy Reg-CF raise, the binding constraint is usually the number of committed investors a campaign can convert early, not the paid-media budget. Growth Turbine has provided marketing support across more than $490M in aggregate issuer-reported totals, with 200+ campaigns supported across Reg-CF, Reg-D 506(c), Reg-A+, and tokenized securities offerings, spanning 23+ crowdfunding platforms and 25+ industries.

If you are structuring a Regulation Crowdfunding raise and want the investor-acquisition side built to clear the target in its opening days, start with our Reg-CF equity crowdfunding marketing services, or review the full range of our equity crowdfunding marketing work. To discuss target-setting and audience strategy for a specific offering, get in touch with our team.

Disclaimer: The information provided in this article is for educational and informational purposes only and does not constitute legal, financial, or investment advice. Always consult with qualified legal counsel and financial advisors before launching a capital raise.