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

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