In May 2026, FINRA’s Corporate Financing Department launched a new Private Placement Information page that makes selected information from private placement filings publicly available. The data is derived from Rule 5122 and Rule 5123 filings and will be updated periodically. Historically, information collected through FINRA’s private placement filing program was treated as confidential and used
FINRA News
FINRA’s 2026 Report Flags Issues and Effective Practices Relating to Private Placements
In December 2025, the Financial Industry Regulatory Authority, Inc. (“FINRA”) published its 2026 Annual Regulatory Oversight Report (the “Report”). The Report includes a focused discussion of private placements, highlighting areas that continue to draw attention from FINRA’s Member Supervision, Market Oversight and Enforcement teams.
FINRA reiterates that recommendations of private placements to retail investors trigger…
FINRA Publishes 2026 Annual Regulatory Oversight Report
The Report highlights FINRA’s continued focus on generative artificial intelligence, cybersecurity, small-cap securities fraud, and third-party risk
The Financial Industry Regulatory Authority, Inc. (“FINRA”) published its 2026 FINRA Annual Regulatory Oversight Report (the “Report”), which builds on the structure and content of FINRA’s prior reports for 2021-2025. This year, the Report was published earlier than…
FINRA Proposes to Exempt BDCs from its IPO Purchase Restriction Rules
On March 20, 2025, the Financial Industry Regulatory Authority (FINRA) proposed amendments to its rules imposing restrictions on the purchase and sale of equity securities offered in initial public offerings (IPOs) (Rule 5130) and new issue allocations and distributions (Rule 5131) to exempt business development companies (BDCs) from the rules’ prohibitions.
Currently, non-traded (and private)…
FINRA Publishes 2025 Annual Regulatory Oversight Report
The Financial Industry Regulatory Authority, Inc. (“FINRA”) published its 2025 Annual Regulatory Oversight Report (the “Report”), which builds on the structure and content of FINRA’s prior reports for 2021-2024. This year, the Report adds new topics relating to the third-party risk landscape, registered index-linked annuities and extended hours trading. The Report also includes new content…
FINRA Will Not Set an Effective Date for Amendments to TRACE Rules Establishing One-Minute Reporting Requirement; FINRA to Prepare New Filing for Public Comment
On February 5, 2025, Robert Cook, President and Chief Executive Officer of the Financial Industry Regulatory Industry, Inc. (FINRA), announced that FINRA will not set an effective date for its recent amendments (the “Amendments”) to Trade Reporting and Compliance Engine (TRACE) reporting rules to reduce the current 15-minute timeframe to one minute for reporting transactions…
FINRA Provides Guidance on Timing Requirements under Certain Broker-Dealer Financial, Operational and Reporting Rules in the Event of an Unexpected Close of Securities Markets (January 9, 2025 National Day of Mourning in Honor of President Carter)
On December 31, 2024, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 24-18 (“RN 24-18”) to provide updated guidance to members regarding Rules 15c3-1, 15c3-3 and 17a-5 under the Securities Exchange Act of 1934 (“SEA”), Rule 204 under Regulation SHO, FINRA Rules 4210, 4230(b), 4521 and 4524, and Regulation T of the Federal…
FINRA Sanctions Broker-Dealer for Failure to Supervise Recommendations of Structured Notes
A broker-dealer failed to reasonably supervise its registered representatives when making recommendations of certain variable rate structured products (“VRSPs”), including fixed to floating rate steepeners and other variable rate principal-at-risk structured products, to 20 investors. The broker-dealer violated FINRA Rules 2111 (Suitability) and 3110 (Supervision). The behavior in question occurred prior to the adoption of…

