Restricted securities

Restricted securities are shares acquired in an unregistered transaction that cannot be freely resold until a holding period and other conditions are met. Schemes to remove restrictions improperly are a recurring enforcement theme.

manipulation techniques · updated 2026-09-23

Where does restricted securities come up?

This term is used in the following manipulation techniques, each explained in full on its own page.

• Unregistered distributions — An unregistered distribution is selling securities to the public without registration or a valid exemption, which Securities Act Section 5 prohibits regardless of whether anyone was deceived or harmed.
• Free riding and parking — Free riding and parking covers placing securities in a nominee's name while keeping the real economic interest, in order to disguise ownership, evade position limits or defeat resale restrictions.

Enforcement actions involving these techniques

See also

• Unregistered offering — An unregistered offering is a sale of securities without a registration statement and without a valid exemption. It is unlawful un…
• Float — The float is the number of shares actually available to trade, excluding restricted and closely held stock. A small float makes a …

Terms that refer here

Float · Unregistered offering

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