Private Placement Memo (PPM): How to Read One Against Form D
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Quick Answer
A private placement memorandum (PPM) is the sponsor's own disclosure document for an unregistered offering, and under Regulation D no rule requires one when every buyer is accredited. SEC Rule 502(b) makes the issuer furnish registration-style information only when a Rule 506(b) deal sells to a non-accredited buyer, and says the issuer “is not required to furnish the specified information” to “any accredited investor”. What does apply to every PPM is the antifraud rule, Rule 10b-5: no untrue statement and no omission of a material fact. The one public document you can check it against is the issuer's Form D, due 15 days after the first sale. In 2025 issuers filed 34,717 new Form D notices: 87.3% under Rule 506(b) and 11.5% under Rule 506(c); 91.1% reported $0 of sales commissions and finders' fees, and 19.1% reported paying part of the money raised to their own officers, directors or promoters (our count of the SEC's Form D data sets, as of October 10, 2026).
Key Takeaways
- A PPM is not reviewed by the SEC and, when every buyer is accredited, its content is set by the sponsor's lawyers, not by a rule. Rule 502(b) prescribes content only for sales to non-accredited buyers in Rule 506(b) deals; Rule 10b-5 forbids misstatements and misleading omissions in all of them.
- Read the PPM against the Form D. Six fields should match the memorandum: total offering amount, minimum investment, exemption claimed (506(b) or 506(c)), sales commissions and finders' fees (Item 15), the people paid to sell (Item 12) and the gross proceeds paid to insiders (Item 16).
- In 2025, 34,717 original Form D notices were filed: 30,316 under Rule 506(b) and 3,989 under Rule 506(c). In real estate, 27.6% of 4,695 new notices used 506(c), the advertised route that requires verified accredited buyers (our count).
- The Form D is a snapshot: the median 2025 notice reported $455,108 sold and 4 investors at filing, and 26.1% reported $0 sold. Rule 503 does not require an amendment when only the amount sold or the number of investors changes.
- Worked example: Passco Riverside DST's memorandum (December 15, 2025) caps selling commissions and allowances at amounts that add to $3,740,850, the exact Item 15 figure on its Form D, and its $7,487,462 purchase-price increase equals Item 16 to the dollar (our arithmetic).
- Four enforcement cases where the memorandum itself was the issue: GPB Capital (distribution source, undisclosed fees), Eastone Equities (use of proceeds, 85% repaid affiliates), Nightingale Properties (use of proceeds; 87-month sentence) and PASMAA (alleged undisclosed related-party agreements, filed February 2026).
CSV · 183 rows
Private placement memorandum checklist and 2025 Form D census
183 rows: the 2025 Form D census (all notices, real estate, pooled funds, operating companies), EDGAR form index counts, the Form D and memorandum figures of two DST offerings, the Regulation D rules a PPM answers to, four enforcement cases, and our 15-item pre-wire checklist with the rule or Form D item behind each line.
What a PPM is, and what the law makes it contain
A private placement is a sale of securities that skips SEC registration by relying on an exemption, almost always Rule 506 of Regulation D. Because nothing is registered, there is no prospectus reviewed by the SEC. The sponsor's lawyers write a private placement memorandum instead, sometimes called an offering memorandum or private placement offering memorandum, and hand it to you with a subscription agreement and the operating or limited partnership agreement (the LPA).
What the PPM must contain depends on who buys:
| Rule 506(b) | Rule 506(c) | |
|---|---|---|
| Advertising | No general solicitation (Rule 502(c)) | Allowed |
| Who may buy | Accredited investors, plus up to 35 non-accredited purchasers in any 90-calendar-day period who are financially sophisticated | Accredited investors only |
| Checking accredited status | The buyer's own representation is common | The issuer “shall take reasonable steps to verify” (tax forms, statements, or a written confirmation from a broker, adviser, lawyer or CPA within three months) |
| Content the rules prescribe for the PPM | Rule 502(b) information (registration-style disclosure and financial statements) if any non-accredited buyer is sold to; nothing if all are accredited | None prescribed; Rule 502(b) does not apply |
| Antifraud (Rule 10b-5) | Applies | Applies |
| Bad-actor disqualification (Rule 506(d)) | Applies | Applies |
| Form D | Within 15 calendar days of the first sale (Rule 503) | Same |
Source: 17 CFR 230.502, 230.503 and 230.506 and 17 CFR 240.10b-5, eCFR current to October 7, 2026.
Three passages decide what you can expect from the document (our reading):
- Rule 502(b)(1) says the issuer must furnish the information “if the issuer sells securities under § 230.506(b) to any purchaser that is not an accredited investor”, and that it “is not required to furnish the specified information to purchasers when it sells securities under § 230.504, or to any accredited investor.” The rule's own note adds that an issuer “should consider providing such information to accredited investors as well, in view of the anti-fraud provisions”. So when you are accredited, the PPM's length and content are a choice, not a requirement.
- Rule 10b-5(b) makes it unlawful “to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading”. That is the standard every PPM answers to, and the one the SEC used in the cases below.
- Rule 506(d) removes the exemption if the issuer, its officers, general partner or managing member, a 20% voting owner, a promoter or a paid solicitor has, among other things, been convicted within ten years (five for the issuer) of a felony or misdemeanor “In connection with the purchase or sale of any security”. A PPM usually includes a bad-actor representation; you can test it yourself against FINRA BrokerCheck and SEC actions for every name in Form D Item 3.
The practical consequence: a Riverside-style memorandum can lawfully leave things out. The Passco Riverside DST memorandum says so in its risk factors: “certain information that would be required if the Offering were not so limited has not been included in this Memorandum, including, but not limited to, audited financial statements and prior performance tables.” It still contains a narrative prior performance summary, but no audited track record.
The 12 sections to read first, in this order
Most memoranda run 100 pages or more before exhibits. Read these sections first, and write down each number you find; you will need them for the Form D cross-check.
| Section (typical heading) | What to find | What should worry you |
|---|---|---|
| Cover page and summary of the offering | Maximum offering amount, price per unit, minimum, exemption (506(b) or 506(c)), memorandum date | No maximum, or a minimum different from the Form D |
| Estimated use of proceeds | Every dollar of your money by line: property, fees, reserves, offering costs | A large line paid to the sponsor or an affiliate that is not explained elsewhere |
| Compensation to the sponsor and affiliates | Acquisition, asset management, financing, disposition and property management fees; the promote or carried interest | Fees paid “regardless of the success or profitability” with no cap |
| Plan of distribution | Who sells the units, the selling commission, dealer-manager fee, due diligence and marketing allowances | A managing broker-dealer that is an affiliate of the sponsor |
| Conflicts of interest | Affiliated parties on both sides of a transaction; shared counsel; fees from sellers | Conflicts described as “potential” when the related-party contracts already exist |
| Risk factors | The issuer's own list; read the specific ones, skip the boilerplate | Unaudited property results; a newly formed manager with no history |
| Financing terms and leverage | Loan amount, loan-to-value or loan-to-cost, rate, maturity, balloon, recourse, cash sweeps | Maturity before the planned sale; a ban on refinancing |
| Restrictions on transfer and redemption | Lock-up, redemption windows, lender consent to transfers, maximum number of owners | No redemption at all and no stated exit date |
| Prior performance | Programs sponsored, capital raised, completed deals with losses | Only winners shown; no audited figures; no adverse results section |
| The sponsor and management | Names of the people in charge, years of experience, other businesses | Names you cannot find in Form D Item 3 |
| Who may invest and subscription procedures | Accredited investor test used, verification method, escrow and minimum raise | Money sent to an account controlled by one person rather than an escrow |
| Tax section | Partnership or trust status, K-1 timing, 1031 eligibility for a DST | Tax conclusions with no opinion of counsel |
Headings follow the Passco Riverside DST memorandum of December 15, 2025, whose table of contents includes each of these sections; the warning signs are our checklist, drawn from the Regulation D rules and the SEC cases below.
Two details from that memorandum show why the boring sections matter. Under Plan of distribution, it names its seller: Passco Capital, Inc., the “Managing Broker-Dealer”, is “an Affiliate of the Trust Manager”, and the risk factors warn that its review “will not be independently performed”. Under Financing risks, it gives the leverage as a loan-to-purchase-price ratio of approximately 47.41% on a $40,801,000 loan and adds that the loan “matures on December 1, 2035” and that the trust “is not permitted to refinance the Loan.”
The cross-check: your PPM against the issuer's Form D
Every Rule 506 issuer must file a Form D with the SEC “no later than 15 calendar days after the first sale”. It is free on EDGAR, it is signed by the issuer, and it is the only public filing most private offerings ever make. Search the issuer's exact legal name (it is on the PPM cover) in EDGAR's company search, open the most recent D or D/A, and compare:
| Form D item | Compare with the PPM | Why it matters |
|---|---|---|
| Item 3: related persons | The sponsor, executive officers, directors and promoters named in the management section | Names the bad-actor check (Rule 506(d)) and BrokerCheck searches should cover |
| Item 6: exemption claimed | The PPM's Rule 506(b) or 506(c) statement | 506(c) means verified accredited buyers only and permits advertising |
| Item 7: new notice or amendment; date of first sale | The memorandum date and closing schedule | A first sale before the memorandum date, or a filing later than 15 days, is a question to ask |
| Item 11: minimum investment | The minimum on the PPM cover | Should match, or the difference should be explained |
| Item 12: sales compensation recipients | The broker-dealers and finders in the plan of distribution | Check each CRD number on BrokerCheck; an affiliate seller is a conflict |
| Item 13: total offering and amount sold | The maximum offering in the PPM | Sold at filing shows the raise at that date only |
| Item 14: investors | Accredited-only language; number of non-accredited buyers | Non-accredited buyers in a 506(b) deal trigger Rule 502(b) disclosure |
| Item 15: sales commissions and finders' fees | Selling commissions and allowances in the plan of distribution and use of proceeds | Should equal the PPM's caps when both use the maximum offering |
| Item 16: proceeds paid to executive officers, directors or promoters | Fees and payments to the sponsor and affiliates in use of proceeds and compensation | The single number that says how much of your money goes to insiders |
Source: SEC Form D and its item-by-item instructions; 17 CFR 230.503.
Two limits keep the Form D honest about itself. First, it is often filed when little has been sold. Rule 503 requires an amendment to correct a material mistake, after certain changes and annually while an offering continues, but expressly not for a change in “The amount of securities sold in the offering or the amount remaining to be sold” or “The total number of investors who have invested in the offering”. Second, Items 15 and 16 may be estimates, and the form says the commission figures “may be given as subject to future contingencies”.
Worked example 1: Passco Riverside DST, memorandum against Form D
Passco Riverside DST is a Delaware statutory trust sold to 1031 exchange buyers. Its memorandum is dated December 15, 2025 and was posted by a third-party 1031 marketplace; its Form D is on EDGAR (accession 0002095952-25-000001). Line by line:
| Item | Memorandum (Dec 15, 2025) | Form D (filed Dec 29, 2025) | Match? |
|---|---|---|---|
| Maximum offering | $48,900,000 of equity | Total offering amount $48,900,000 | Yes |
| Minimum | $25,000 cash; $100,000 for 1031 buyers | $25,000 | Yes (the form shows the lowest) |
| Exemption | Rule 506(c), accredited investors only, verified | 06c | Yes |
| Seller | Passco Capital, Inc., an affiliate of the trust manager | Item 12: Passco Capital, Inc., CRD 117323 | Yes |
| Selling commissions and allowances | Caps of $2,445,000 + $244,500 + $489,000 + $562,350 | Item 15: $3,740,850 (estimate); finders' fees $0 | Yes: the caps add to $3,740,850 (our arithmetic) |
| Paid to insiders | Total increase in the purchase price to holders: $7,487,462 | Item 16: $7,487,462 (estimate) | Yes, to the dollar |
| Date of first sale | Memorandum dated December 15, 2025 | December 19, 2025; filed 10 days later | Consistent with the 15-day rule |
| Amount sold | Not stated | $6,000,000 from 1 investor | 12.3% of the maximum at filing (our arithmetic) |
Sources: Passco Riverside DST private placement memorandum dated December 15, 2025; Form D, accession 0002095952-25-000001. No amendment had been filed as of October 10, 2026.
What the cross-check proves and what it does not. It proves the two documents use the same numbers: Item 15 is 7.65% of the maximum offering and Item 16 is 15.3% (our arithmetic), and the memorandum explains what sits inside each. It does not prove the numbers are fair, and it cannot show what the Form D never asks: the memorandum's conflicts section discloses that Passco Management Services, LP “received a fee of $1,916,250 from the Seller”, a payment that appears in neither Item 15 nor Item 16. Our Passco DST page takes the sponsor's other filings apart; here the point is the method.
Worked example 2: a Form D that tells you which PPM page to open
CS1031 Valley Ridge BFR Housing, DST, a Capital Square trust, filed one Form D on October 1, 2024 (accession 0002039618-24-000001). We do not have its memorandum. The form alone tells you where to look:
| Form D field | Value | Question for the PPM |
|---|---|---|
| Total offering amount | $20,250,000 | Is this equity only, or equity plus assumed debt? |
| Exemption | Rule 506(c) | How will my accredited status be verified? |
| Minimum investment | $50,000 | Same in the memorandum? |
| Sales compensation recipient | WealthForge Securities, LLC, CRD 152550 | Is the seller affiliated with the sponsor? |
| Item 15 sales commissions | $1,701,000 (8.4% of the offering, our arithmetic) | Which commissions and allowances make up the total? |
| Item 16 proceeds to officers, directors, promoters | $10,460,740 (51.7% of the offering, our arithmetic) | Which use-of-proceeds lines add up to this, and how much is a property markup versus fees? |
| Date of first sale | Yet to occur; $0 sold; 0 investors | None: the form predates the raise |
| Amendments | None on EDGAR as of October 10, 2026 | Did the offering close within a year? Rule 503 requires an annual amendment while it continues |
Source: Form D, accession 0002039618-24-000001, and the EDGAR filing list for CIK 2039618, read October 10, 2026.
An Item 16 equal to half the offering is not by itself evidence of wrongdoing; in a DST it can include the sponsor's sale of the property into the trust at a marked-up price, as the Riverside memorandum shows. But it is the line to reconcile before you wire, and the Form D gives you the exact figure to ask about. More DST examples are in our DST fee analysis.
What 34,717 Form D notices from 2025 say about private placements
We counted every original Form D notice (amendments excluded) in the SEC's four 2025 Form D data sets, which the SEC extracts from the filed XML. The EDGAR form index for 2025 lists 35,141 Form D and 22,177 Form D/A filings; the data sets hold 34,717 live original notices and 21,802 amendments. The script and its full output are saved with this page.
| 2025 original Form D notices | All | Real estate | Pooled funds | Operating and other |
|---|---|---|---|---|
| Notices | 34,717 | 4,695 | 17,735 | 12,287 |
| Rule 506(b) | 30,316 (87.3%) | 3,360 (71.6%) | 16,252 (91.6%) | 10,704 (87.1%) |
| Rule 506(c) | 3,989 (11.5%) | 1,297 (27.6%) | 1,333 (7.5%) | 1,359 (11.1%) |
| Median total offering (definite amounts) | $2,500,000 | $4,832,971 | $797,424 | $3,254,343 |
| Offering amount Indefinite | 29.2% | 9.5% | 47.8% | 10.0% |
| Median sold at filing | $455,108 | $550,000 | $232,500 | $950,001 |
| Reported $0 sold at filing | 26.1% | 31.2% | 32.5% | 14.9% |
| Median investors at filing | 4 | 5 | 4 | 4 |
| Non-accredited investor box checked | 4.8% | 15.0% | 0.8% | 6.7% |
| $0 sales commissions and $0 finders' fees | 91.1% | 81.9% | 93.5% | 91.3% |
| Name at least one sales compensation recipient | 13.8% | 19.2% | 14.1% | 11.4% |
| Item 16 payments to insiders above $0 | 19.1% | 23.2% | 23.3% | 11.5% |
| Median Item 16 as share of offering, where reported | 3.63% | 4.24% | 2.98% | 6.15% |
| Median stated minimum (above $0) | $25,000 | $50,000 | $10,208 | $25,000 |
Source: SEC Form D data sets 2025q1 to 2025q4, live original notices; "real estate" is the Commercial, Residential, REITS and Finance, Other Real Estate and Construction industry groups. All counts, shares and medians are our arithmetic.
Four readings for an investor holding a PPM:
- Most private placements are 506(b), but real estate leans to 506(c). More than a quarter of 2025 real estate notices claimed 506(c), against 7.5% of pooled funds. If your deal was advertised to you online, it should say 506(c) on the Form D and the issuer should be verifying you; a 506(b) Form D on an advertised deal is a mismatch to raise.
- The Form D usually lands before the money does. In real estate, 31.2% of notices reported $0 sold, and the 1,297 real estate 506(c) notices had a median of $0 sold and 0 investors at filing. Never read Item 13 as proof that others have invested.
- "$0 commissions" is the norm on the form, not proof of no selling costs. 91.1% of notices reported no commissions or finders' fees, but 1,991 notices named at least one sales compensation recipient in Item 12 while reporting $0 in Item 15, 41.4% of the notices that named anyone (our count). Where the form and the PPM's plan of distribution disagree, the PPM's numbers are the ones you will pay.
- About one notice in five reports paying insiders out of the raise. Where reported, the median Item 16 amount is a few percent of the offering; Valley Ridge's 51.7% is an outlier worth a question, not a typical figure.
For the syndication market by year since 2018, see our real estate syndication Form D data.
When the memorandum was the problem: four cases
Each case below turned on what the offering documents said or left out. Allegations in pending cases are only allegations.
| Case | What the SEC or DOJ said about the offering documents | Outcome as of October 10, 2026 |
|---|---|---|
| GPB Capital Holdings (SEC complaint, E.D.N.Y., Feb 4, 2021) | Alleged the PPMs and marketing told investors distributions came from portfolio company cash when investor money paid part of them, and that PPMs failed to disclose David Gentile's share of acquisition fees | Gentile convicted; sentenced May 9, 2025 to 7 years, commuted to time served Nov 26, 2025. Jeffry Schneider sentenced to 6 years |
| Eastone Equities and Kevin Yu (SEC order 33-11284, May 7, 2024) | Found the PPM said note proceeds would fund a Long Island City hotel; about $1,225,472, 85% of the money raised, repaid loans from Eastone affiliates; 506(c) verification was a checkbox | Settled without admitting or denying; investors had been repaid with the promised return; compliance consultant for two years |
| Nightingale Properties and Elchonon Schwartz (SEC complaint, N.D. Ga., Feb 12, 2025) | Alleged the PPM said proceeds “will be used to purchase, lease, reposition, and extensively renovate” the Atlanta Financial Center; the money was diverted | Schwartz pleaded guilty to wire fraud on Feb 12, 2025 and was sentenced on May 19, 2025 to 87 months and $45,079,485.03 in restitution |
| PASMAA GP Investment Fund Manager, Saumil and Poorvesh Thakkar (SEC complaint, E.D. Tex., Feb 18, 2026) | Alleges the PPM called related-party conflicts potential when two affiliate agreements had already been signed, and that affiliates were paid at least $2.2 million | Pending; allegations not proven. We found no later SEC release |
Sources: SEC press release 2021-24 and complaint in SEC v. GPB Capital Holdings; DOJ (E.D.N.Y.) release of May 9, 2025 and the Office of the Pardon Attorney clemency list; SEC Securities Act Release No. 11284; SEC Litigation Release No. 26254 and complaint; DOJ (N.D. Ga.) sentencing release; SEC Litigation Release No. 26483 and complaint.
The pattern is the same in each: the use of proceeds and the related-party sections. In GPB, the complaint says PPMs revised in December 2016 still “failed to mention that Gentile would receive portions of acquisition fees.” In Eastone, the SEC found the PPM disclosed only a generic conflict and omitted that “Respondents planned to use a significant portion of the Note proceeds to enable SJREC to repay monies owed to affiliated entities”. In the PASMAA complaint, the PPM told investors that a member “is deemed to have acknowledged and assented to the existence of potential conflicts of interest”, while, the SEC alleges, the related-party agreements already existed. That is why the checklist below asks you to tie the use-of-proceeds table to Form D Item 16, and to ask whether any related-party contract is already signed. For the warning signs in platform-listed deals, see our real estate crowdfunding red flags; the full GPB story is in what happened to GPB Capital.
The pre-wire checklist (print this)
| # | Check | Where | Done |
|---|---|---|---|
| 1 | Find the issuer's Form D on EDGAR by its exact legal name; note the accession number and filing date | EDGAR company search | ☐ |
| 2 | Same exemption in both: Rule 506(b) or 506(c) | PPM cover or plan of distribution; Form D Item 6 | ☐ |
| 3 | If 506(c), you were asked for proof of accreditation, not just a checkbox | Subscription agreement; Rule 506(c)(2)(ii) | ☐ |
| 4 | Maximum offering in the PPM equals Form D total offering amount | PPM cover; Form D Item 13 | ☐ |
| 5 | Minimum investment matches | PPM cover; Form D Item 11 | ☐ |
| 6 | First sale was after the memorandum date and the Form D was filed within 15 days of it | Form D Item 7; Rule 503 | ☐ |
| 7 | Selling commissions and allowances in the PPM add up to Form D Item 15 | Plan of distribution; Form D Item 15 | ☐ |
| 8 | Every seller in the PPM appears in Form D Item 12 with a CRD number you checked on BrokerCheck | Plan of distribution; Form D Item 12 | ☐ |
| 9 | Fees and payments to the sponsor and affiliates reconcile to Form D Item 16; ask for the bridge if they do not | Use of proceeds and compensation sections; Form D Item 16 | ☐ |
| 10 | Every related-party contract is listed as signed or not signed, with its fee | Conflicts of interest section | ☐ |
| 11 | Each person in Form D Item 3 searched on BrokerCheck and SEC actions (bad-actor test) | Form D Item 3; Rule 506(d) | ☐ |
| 12 | Leverage, loan maturity, balloon and refinancing limits written down; maturity is after the planned exit | Financing terms; risk factors | ☐ |
| 13 | Transfer, redemption and lender-consent limits written down; you can hold to the stated end date | Restrictions on transfer | ☐ |
| 14 | Prior performance includes losses, and you know whether any of it is audited | Prior performance summary | ☐ |
| 15 | Your wire goes to an escrow or the issuer's account named in the subscription documents, not to an individual | Subscription procedures | ☐ |
Our checklist; the rule and Form D item behind each line are in the CSV.
Verdict
A PPM is the sponsor's best case, written by its lawyers, unreviewed by the SEC, and, for accredited buyers, free of any prescribed content. That makes the Form D the cheapest independent check you have: it is filed under penalty of the same antifraud rules, and in our two worked examples its Item 15 and Item 16 tied to the memorandum to the dollar. Where they do not tie, or where the form shows a large Item 16, ask for the reconciliation in writing before you wire. If you are also deciding whether you qualify, the accredited investor and qualified purchaser tests are in our investor eligibility guide.
What a reader can do with this
- Before signing: run the 15 checks above with the PPM and the Form D side by side. Items 4, 5, 7 and 9 take ten minutes.
- After signing: check EDGAR once a year. Rule 503 requires an amendment annually while the offering continues; an open offering with no amendment for more than a year is a question for the sponsor.
- If something does not match: ask the sponsor or the broker-dealer in Item 12 in writing, and keep the answer with your subscription documents.
FAQ
Update alert · free
An email when the private placement offerings numbers change
When a rate, rule or filing behind this page changes: what changed, the one number that matters, and the source to check it yourself.
Sources, read and saved on October 10, 2026: 17 CFR 230.502, 230.503, 230.506 and 230.508 and 17 CFR 240.10b-5 from the eCFR (current to October 7, 2026); SEC Form D and its instructions; the SEC Form D data sets 2025q1 to 2025q4 (FORMDSUBMISSION, ISSUERS, OFFERING and RECIPIENTS tables; our script and output are saved with the CSV); the EDGAR full-index form.idx files for 2025 QTR1 to QTR4; Form D filings of Passco Riverside DST (0002095952-25-000001) and CS1031 Valley Ridge BFR Housing, DST (0002039618-24-000001) and their EDGAR filing lists; the Passco Riverside DST private placement memorandum dated December 15, 2025 (as posted by a third-party 1031 marketplace, not filed with the SEC); SEC press release 2021-24 and complaint in SEC v. GPB Capital Holdings, LLC; DOJ (E.D.N.Y.) release of May 9, 2025; the Office of the Pardon Attorney clemency list; SEC Securities Act Release No. 11284 (Eastone Equities); SEC Litigation Releases No. 26254 and 26483 and their complaints; and the DOJ (N.D. Ga.) release on the Schwartz sentencing. Counts, shares, medians and percentages are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.
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