FINRA Amends Rules 5110 and 5123 and Issues Regulatory Notice 26-19
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FINRA has issued Regulatory Notice 26-19, which makes substantive, organizational and terminology changes to Rule 5110 (Corporate Financing Rule—Underwriting Terms and Arrangements) and Rule 5123 (Private Placements of Securities). The changes simplify and clarify the rules while preserving important protections for market participants. The Rule 5123 changes take effect on October 21, 2026, and the Rule 5110 changes take effect on December 21, 2026. For offerings subject to Rule 5110, if the initial filing deadline under Rule 5110(j)(19) falls before December 21, 2026, members must comply with the existing rules throughout the offering. If the initial filing deadline falls on or after December 21, 2026, members must comply with the amended rules. The relevant amendments and supplemental guidance are available in Appendix A to the Notice and on FINRA’s Corporate Financing page.
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- FINRA: Regulatory NoticesFINRA 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.
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