In the capital markets context, initial purchasers are entities (typically broker-dealers) that purchase securities in an unregistered offering directly from the issuer or selling securityholders or both in reliance on a valid private placement exemption under the Securities Act.

The securities are sold to the initial purchasers under the terms of a purchase agreement. In the purchase agreement, the initial purchasers agree to purchase the securities from the issuer and to resell them only to suitable investors under another applicable exemption from the registration requirements of the Securities Act. Typically, the initial purchasers immediately resell the securities to investors under a registration exemption such as Section "4(1½)", Rule 144A or Regulation S.

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