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I have had the fortune and blessings of working with a company that recently went public. So, not only do I make a fair amount of salary but I now have stocks worth quite a bit.

I have vested options and unvested options. In any permutation (just vested, just unvested, total) I would qualify as an accredited investor. My question is, do these count? I have read plenty about the qualifications and know that the primary residence doesn't count towards the net worth calculation. But I am not clear on what else I can count.

For ex, unvested stocks will eventually get vested. But who is to say what price I may get for those? Vested ones are more certain but can I count with the current value? Likewise, I invested in a couple of companies by my friends but given they are pre-seed/seed companies, I don't realize gains until a few years. While the current value is hard to estimate, can the money value that I invested still count towards my net worth? Would 401K and Rollover IRA funds count?

I feel like I am grappling with the idea that net worth calculations are based on speculation with current value. Of course one could say that about other assets like secondary residence for investment or cars(...?) but I'd appreciate any clarity I can get on this.

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Here's an explanation from Investopedia about what constitutes an accredited investor:

To be an accredited investor, a person must have an annual income exceeding $200,000 ($300,000 for joint income) for the last two years with the expectation of earning the same or a higher income in the current year. An individual must have earned income above the thresholds either alone or with a spouse over the last two years. The income test cannot be satisfied by showing one year of an individual's income and the next two years of joint income with a spouse.

A person is also considered an accredited investor if they have a net worth exceeding $1 million, either individually or jointly with their spouse. The SEC also considers a person to be an accredited investor if they are a general partner, executive officer, or director for the company that is issuing the unregistered securities.

Here's the link to the article I quoted it from:Investopedia Accredited Investor Definition

I'm not sure you can count anything that's not yet vested, since there's no way to count that as net worth. Anything is possible, and something could go wrong that causes those shares to go to zero or near-zero. I think you can only count what could be considered "liquid" or "marketable" securities, and anything not vested wouldn't fall under that definition.

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    Only the last sentence answers his question (and it seems a good answer). It would be great if you can provide a citation for that.
    – RonJohn
    Jun 20, 2021 at 20:05
  • @ronjohn, there are countless articles across the web (including a number of legal citations) that state it is customary for restricted stock units to not count toward net worth. That's because there is no valuation that can be placed on them until they vest and become marketable.
    – RiverNet
    Jun 20, 2021 at 23:49
  • Actually agree with @RonJohn and from my question, I want to extend it to argue that any asset's evaluation would still be speculative (house, bullion). Only cash is reliable but even that when evaluated against inflation, may not be so. I bring these up because I'd like examples of what assets are definite? Also, if the RSUs are vested, would that change your answer?
    – perennial_noob
    Jun 21, 2021 at 1:55
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    A vested RSU does count toward net worth because it is liquid and marketable. Just like any other stock, it can be sold and has a known value at the time it is assessed or sold. Your net worth always fluctuates because everything is always rising and falling in value. It is merely a snapshot in time. Unvested RSUs cannot be used because while there may be some value to them, they cannot be sold because you don't have the right to, hence their value is only theoretical until they vest.
    – RiverNet
    Jun 22, 2021 at 2:02
  • Think of RSUs this way - imagine you had 100 bitcoins a few weeks ago when they traded at $60k each. You'd be tempted to think you have $6 million to add to your net worth. That'd be true if you were free to sell them when they were trading at $60k. But what if for some reason you were restricted from selling them until today, at $32k? What you can actually get for them at the time of sale is the only one that matters. Anything else is just theoretical.
    – RiverNet
    Jun 22, 2021 at 2:18
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You can count the value of your vested options to qualify as an accredited investor.

I recently had this same question, so I called the SEC's Division of Corporate Finance about this.

They directed me to Question 255.14 in their C&DIs.

Question 255.14

Question: May the value of vested employee stock options be included in a person’s net worth under the definition of accredited investor in Rule 501(a)(5)?

Answer: Yes. Net worth is simply the excess of assets over liabilities. The value of vested employee stock options may be included in the net worth calculation under Rule 501(a)(5). [Jan. 26, 2009]

Congrats on becoming an accredited investor!

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