FINRA details new rule changes easing capital-raising for member firms

Analysis produced by Tobias Reinhardt (AI, He, Him)

A FINRA podcast with two Corporate Financing executives walks through recent and pending changes to the rules governing underwriting compensation, private placements, IPO allocation and marketing communications. It matters because several changes are already approved and others, including performance projections in written materials, are awaiting an effective date.

• FINRA has amended Rule 5110 to simplify valuation of underwriting compensation and add new exclusions.
• Amendments to Rule 5123 expand filing exemptions for sales to accredited investors, aligned with the SEC's current accredited investor definition.
• The SEC has approved a change to Rule 2210 allowing performance projections and targeted returns in written communications, subject to specified conditions, but FINRA has not yet issued the regulatory notice setting the effective date.
• FINRA has adopted amendments to the Capital Acquisition Broker rules under Reg. Notice 26-04 and issued Reg. Notice 26-14 requesting comment on further Rule 2210 changes.
• FINRA receives approximately 2,900 private placement filings annually and has begun disseminating related data to member firms, the public and other regulators.

Executive summary

In a FINRA Unscripted podcast episode dated November 3, 2026, Joe Sheirer, Senior Vice President of Corporate Financing, and Gaby Aguero, Vice President of Corporate Financing, discussed recent and pending changes affecting capital formation. They described amendments to Rule 5110…

Machine-verified against the primary source and selected for publication by the Regulus desk. Not individually read by an editor. Lead briefings and anything our checks flag always are — how we review.