Sometimes called private placement REITs, private REITs are offerings that are exempt from SEC registration under Regulation D of the Securities Act of 1933 or pursuant to Rule 144A and whose shares intentionally do not trade on a national securities exchange. Private REITs generally can be sold only to institutional investors, such as large pension funds (Qualified Institutional Investors or QIBs), and/or to “Accredited Investors” generally defined as individuals with a net worth of at least $1 million (excluding primary residence) or with income exceeding $200,000 over two prior 2 years ($300,000 with a spouse).

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