Under Rule 144A, restricted stock can be sold to which group of investors?

Rule 144A is a SEC regulation that provides a safe harbor exemption from the registration requirements of the Securities Act for resales of certain restricted and control securities. Under this rule, restricted stock can specifically be sold to institutional investors who meet specific qualifications. This includes entities like banks, insurance companies, pension funds, and other large financial organizations that have the capacity and resources to thoroughly analyze and invest in these securities.

The rationale behind limiting the sale of restricted stock to qualified institutional buyers (QIBs) is to ensure that the investors involved are sophisticated enough to handle the associated risks, given that these securities are not registered and may have less liquidity. This restriction serves to protect less experienced investors from potentially unsuitable investments while also enabling a more efficient market for these types of securities among institutional players.

Understanding this framework is essential, as it reflects the regulatory intent to balance investor protection with the need for companies to raise capital through selling restricted securities to entities that are better equipped to navigate the complexities involved.