A securities offering that targets a relatively small number of investors or involves a limited amount of money. An issuer resorting to a private offering is not required to register securities with an exchange authority (such as the Stock and Exchange Commission in the United States).

An issuer may not advertise the stock publicly, and can sell to an unlimited number of accredited investors. However, it is limited to only 35 unaccredited investors (i.e., those who earns less than USD 200,000 or have a net worth of less than USD 1 million. Furthermore, an issuer is usually not required to disclose information to accredited investors, but must provide some information to unaccredited investors.