FINRA Issues Regulatory Notice 26-19 Amending Rules 5110 and 5123

FINRA has issued Regulatory Notice 26-19, which makes substantive, organizational, and terminology amendments to Rule 5110 (Corporate Financing Rule—Underwriting Terms and Arrangements) and Rule 5123 (Private Placements of Securities), simplifying and clarifying the rules while preserving important protections for market participants. The amendments to Rule 5123 take effect October 21, 2026, and the amendments to Rule 5110 take effect December 21, 2026. The amended text and supplemental guidance are available in Appendix A to the Notice and on FINRA’s Corporate Financing page.