Securities and Exchange Commission
Document Headings Document headings vary by document type but may contain the following: the agency or agencies that issued and signed a document the number of the CFR title and the number of each part the document amends, proposes to amend, or is directly related to the agency docket number / agency internal file number the RIN which identifies each regulatory action listed in the Unified Agenda of Federal Regulatory and Deregulatory Actions See the Document Drafting Handbook for more details. Securities and Exchange Commission [Release No. 34-105296; File No. SR-FINRA-2026-002] April 23, 2026. I. Introduction On January 22, 2026, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed with the Securities and Exchange Commission (“SEC” or “Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”)  [ 1 ] and Rule 19b-4 thereunder, [ 2 ] a proposed rule change to amend FINRA Rules 5110 (Corporate Financing Rule—Underwriting Terms and Arrangements) and 5123 (Private Placements of Securities). [ 3 ] Specifically, the proposed rule changes would, among other things, amend provisions of Rule 5110 to: (1) change the valuation method for securities acquisitions considered underwriting compensation; (2) add new exclusions from underwriting compensation for certain securities acquisitions; (3) amend the rule to treat non-convertible preferred securities the same as non-convertible debt securities; and (4) make other minor modifications for clarity and to improve the operation of the rule. The proposed amendments to Rule 5123 would expand available exemptions under the rule to include offerings sold to investors meeting the categories of accredited investor for certain family offices and certain entities with assets under management in excess of $5,000,000, consistent with the Commission's treatment of those categories in the accredited investor definition. The prop…
Citation: 91 FR 22902
