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[Release No. 34-106410; File No. SR-FINRA-2026-020]

Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of

Filing and Immediate Effectiveness of a Proposed Rule Change to Modify the

Implementation Schedule of Amendments to Schedule A to the FINRA By-Laws Adopted

in SR-FINRA-2024-019 as Modified in SR-FINRA-2025-007

September 18, 2026.

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”)1 and Rule

19b-4 thereunder,2 notice is hereby given that on September 15, 2026, the Financial Industry

Regulatory Authority, Inc. (“FINRA”) filed with the Securities and Exchange Commission

(“SEC” or “Commission”) the proposed rule change as described in Items I, II, and III below,

which Items have been prepared by FINRA. FINRA has designated the proposed rule change as

“establishing or changing a due, fee or other charge” under Section 19(b)(3)(A)(ii) of the Act3

and Rule 19b-4(f)(2) thereunder,4 which renders the proposal effective upon receipt of this filing

by the Commission. The Commission is publishing this notice to solicit comments on the

proposed rule change from interested persons.

15 U.S.C. 78s(b)(1).

17 CFR 240.19b-4.

15 U.S.C. 78s(b)(3)(A)(ii).

17 CFR 240.19b-4(f)(2).

Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed

Rule Change

FINRA is proposing to modify the implementation schedule of amendments adopted in

SR-FINRA-2024-019, as modified in SR-FINRA-2025-007, with respect to the adjustment of

FINRA fees to provide sustainable funding for FINRA’s regulatory mission.

The text of the proposed rule change is available on FINRA’s website at

http://www.finra.org and at the principal office of FINRA.

II.

Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the

Proposed Rule Change

In its filing with the Commission, FINRA included statements concerning the purpose of

and basis for the proposed rule change and discussed any comments it received on the proposed

rule change. The text of these statements may be examined at the places specified in Item IV

below. FINRA has prepared summaries, set forth in sections A, B, and C below, of the most

significant aspects of such statements.

Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis

for, the Proposed Rule Change

Purpose

Background

In November 2024, FINRA filed for immediate effectiveness a proposed rule change to

increase the revenues that FINRA, as a not-for-profit self-regulatory organization, relies upon to

fund its regulatory mission.5 The fees raised related to FINRA’s core regulatory functions as

well as select fees related to the use of FINRA programs and services and were designed to

See Securities Exchange Act Release No. 101696 (November 21, 2024), 89 FR 93709

(November 27, 2024) (Notice of Filing and Immediate Effectiveness of File No. SRFINRA-2024-019) (“2024 Fee Filing”).

closely align FINRA’s revenues with its projected costs. The fee increases would be phased in

gradually over a five-year period from 2025 through 2029.6

Over recent years, FINRA’s operating revenues have increased significantly—well

beyond projections—and may continue increasing in the coming years. This revenue increase is

driven by a combination of higher average daily trading volume, higher member revenues, and

the impact of the 2024 Fee Filing. 7

In addition, FINRA’s expenses have been reduced. In 2025, FINRA undertook a

strategic realignment to enhance the efficiency and effectiveness of its operations. This

realignment is consistent with FINRA’s commitment to a culture of continuous improvement

with a rigorous focus on carefully managing costs and identifying new efficiency opportunities

where consistent with its mission. Among other changes, this included the consolidation of

Enforcement, Member Supervision and Market Oversight functions into a new Regulatory

Operations department; the consolidation of certain market services and utility functions into a

new Market & Regulatory Services department; leveraging innovative technology throughout

our regulatory program; a voluntary buyout for staff; and other organizational changes and

See supra note 5. For operational reasons and to give members and issuers additional

time to budget and plan, FINRA modified the implementation schedule for two of the fee

changes adopted in the 2024 Fee Filing: (i) the new fee related to review of private

placements submitted to FINRA’s Corporate Financing Department (“Corporate

Financing”) (the “Corporate Financing Private Placement Review Fee”); and (ii) the

increases to the fee caps related to review of public offerings submitted to Corporate

Financing (the “Corporate Financing Public Offering Review Fee”). Implementation of

those fees was postponed from July 1, 2025 to January 1, 2027. See Securities Exchange

Act Release No. 103232 (June 11, 2025), 90 FR 25684 (June 17, 2025) (Notice of Filing

and Immediate Effectiveness of File No. SR-FINRA-2025-007).

See FINRA, 2026 Annual Budget Summary,

https://www.finra.org/sites/default/files/2026-04/2026-finra-annual-budget-summary.pdf.

enhancements.8 This realignment has been primarily responsible for a ten percent budgeted

expense reduction for fiscal year 2026. 9

FINRA actively monitors its reserves and takes action as appropriate to address potential

surpluses (or reserve levels above target). 10 In response to higher-than-anticipated fees received

in 2025 and 2024, FINRA rebated $100 million of 2025 fees in March 2026, and rebated $50

million of 2024 fees in 2025.11 FINRA is also prepared to further address revenue surpluses in

2026.

However, looking forward, if FINRA implements the remaining fee increases as

scheduled, FINRA anticipates that its revenues will continue to exceed its expenses, resulting in

excess reserve levels beyond those targeted under the Financial Guiding Principles.12 Therefore,

See supra note 7.

See supra note 7. FINRA’s Financial Guiding Principles explain the extent to which

FINRA relies on its financial reserves—originally derived from the sale of Nasdaq—to

help support its regulatory mission. See FINRA’s Financial Guiding Principles,

https://www.finra.org/sites/default/files/finra_financial_guiding_principles_0.pdf.

Information about FINRA’s financial reserves is provided each year in FINRA’s

published annual financial reports. See FINRA Financial Reports and Policies, available

at https://www.finra.org/about/annual-reports. FINRA strives to maintain an appropriate

level of reserves, which the FINRA Board of Governors has determined to be at least one

year of expenditures.

See FINRA, 2026 Annual Budget Summary supra note 7.

As explained in the 2024 Fee Filing, FINRA has made—and continues to make—

reasonably conservative assumptions using a variety of information points, including

historical data and anticipated trends. If key assumptions change materially, FINRA

would consider various modifications as appropriate, including further fee rebates,

reducing future fees in a manner that preserves FINRA’s ability to support the demands

of its mission, or investing in FINRA’s operations to continue to meet the demands of the

modern marketplace. See 2024 Fee Filing, supra note 5; FINRA, 2026 Annual Budget

Summary, supra note 7.

FINRA is now proposing to modify the implementation schedule for the remaining fee increases

by delaying the implementation of those fee changes by two years.

Proposal

The proposed rule change would postpone for two years implementation of all fee

changes adopted in the 2024 Fee Filing scheduled to take effect between January 1, 2027 and

January 1, 2029. This includes the following core regulatory fees: Gross Income Assessment (or

GIA), Trading Activity Fee (or TAF), Personnel Assessment (or PA), Branch Office System

Processing Fee, Registration Fees, System Processing, and Renewal Late Fee. It also includes

two use-based fees: Corporate Financing Private Placement Review Fee and Corporate

Financing Public Offering Review Fee. 13

During the two-year postponement, members would be charged at the 2026 rates. The

postponement would result in the following implementation schedule for the remaining fee

changes:

•

On January 1, 2029, the previously adopted 2027 fee changes would take effect;

•

On January 1, 2030, the previously adopted 2028 fee changes would take effect; and

•

On January 1, 2031, the previously adopted 2029 fee changes would take effect. 14

The Corporate Financing-related fees are scheduled to be implemented beginning on

January 1, 2027. See supra note 6. This proposed rule change does not impact the

following fees raised in the 2024 Fee Filing that were fully implemented in 2025 or 2026:

Advertising Regulation Review, Branch Office Registration, Dispute Resolution Services

Arbitration, Regulation T and Exchange Act Rule 15c3-3(n) Requests for Extension of

Time, Continuing Education Regulatory Element, Late Disclosure, and Qualification

Examination.

FINRA includes the 2031 rates for completeness when comparing this proposed rule

change (2027 to 2031) to the 2024 Fee Filing (2025 to 2029). FINRA notes, however,

that no rate changes will occur in 2031 as compared to the 2024 Fee Filing (i.e., under the

2024 Fee Filing, the 2029 rates would have applied in 2031, as they would under this

proposed rule change).

The postponed revenue collection resulting from the proposed rule change would result in

member savings as compared to the 2024 Fee Filing. Savings for members is measured as the

difference between the total revenue expected to be collected from the member under the fee

changes adopted in the 2024 Fee Filing over the four-year transitional period (i.e., 2027 through

2030) and the total expected to be collected from the member according to this proposed rule

change over the same period. The median savings rate 15 for all members would be 7.2%,

representing approximately $718 million in total savings to members over the four-year

transitional period. As discussed further below, the estimated savings rates for FINRA members

would be similar for members based on firm size and business model. The savings accrue over

only the four-year transitional period, as under the proposed rule change the fee rates in 2031 and

later years would be the same as under the 2024 Fee Filing.

The proposed rule change would allow FINRA to maintain its reserve balance at its target

level based on FINRA’s projected revenue and costs, 16 while preserving the equitable allocation

of fees adopted in the 2024 Fee Filing. 17

The savings rate for a member is its savings divided by the total revenue expected to be

collected from the member under the fee changes adopted in the 2024 Fee Filing over the

four-year transitional period.

Anticipated costs would not include potential costs associated with new services that may

be initiated or approved in the future. FINRA may submit separate fee filings to cover

program costs for new services.

FINRA has explained that numerous operations and services must be funded by general

revenue sources, which include both core regulatory and other use-based fees. FINRA’s

current fee structure is designed to ensure sufficient funding to meet all of its regulatory

obligations in a manner that equitably allocates fees among FINRA members,

notwithstanding the fluctuations in different revenue streams and cost drivers that are

naturally expected to occur over time. The Commission has historically agreed that this

overall cost-based pricing structure “is reasonable in that it achieves a generally equitable

impact across FINRA’s membership and correlates the fees assessed to the regulatory

services provided by FINRA.” See Securities Exchange Act Release No. 61042

The proposed implementation schedule for each specific fee is described below.

Gross Income Assessment*

Tier

(Revenue)

2026

(current)

2027 (no

change)

2028 (no

change)

2029

2030

2031

$0 to $1

$1,200

million

Greater than

0.1827% 0.1827%

0.1827% 0.2056% 0.2280% 0.2280%

$1 million up

to $25 million

Greater than

0.3909% 0.3909%

0.3909% 0.4397% 0.4877% 0.4877%

$25 million up

to $50 million

Greater than

0.0779% 0.0779%

0.0779% 0.0876% 0.0972% 0.0972%

$50 million up

to $100

million

Greater than

0.0549% 0.0549%

0.0549% 0.0618% 0.0685% 0.0685%

$100 million

up to $5

billion

Greater than

0.0597% 0.0597%

0.0597% 0.0672% 0.0745% 0.0745%

$5 billion up

to $25 billion

Greater than

0.1286% 0.1286%

0.1286% 0.1447% 0.1604% 0.1604%

$25 billion

*Section 1(c) of Schedule A to the FINRA By-Laws sets forth the GIA.

Trading Activity Fee*

Security

Type

2026

(current)

2027 (no

change)

2028 (no

change)

2029

2030

2031

Covered

Equity

Security

$0.000195

per share (up

to $9.79 max

per trade)

$0.000195

per share (up

to $9.79 max

per trade)

$0.000195

per share (up

to $9.79 max

per trade)

$0.000232

per share (up

to $11.61

max per

trade)

$0.000240

per share (up

to $12.05

max per

trade)

$0.000249

per share (up

to $12.50

max per

trade)

(November 20, 2009), 74 FR 62616, 62620 (November 30, 2009) (Order Approving File

No. SR-FINRA-2009- 057); see also 2024 Fee Filing supra note 5.

Options

$0.00329 per

contract

$0.00329 per

contract

$0.00329 per

contract

$0.00390 per

contract

$0.00404 per

contract

$0.00420 per

contract

Security

Future

$0.000135

per contract

(with $0.016

minimum per

round trip

transaction)

$0.000135

per contract

(with $0.016

minimum per

round trip

transaction)

$0.000135

per contract

(with $0.016

minimum per

round trip

transaction)

$0.00016 per

contract

(with $0.019

minimum per

round trip

transaction)

$0.000166

per contract

(with $0.020

minimum per

round trip

transaction)

$0.000172

per contract

(with $0.021

minimum per

round trip

transaction)

TRACEEligible

Security

(Other

than

AssetBacked

Security)

municipal

security

TRACEEligible

AssetBacked

Security

$0.00124 per

bond (up to

$1.24 max

per trade)

$0.00124 per

bond (up to

$1.24 max

per trade)

$0.00124 per

bond (up to

$1.24 max

per trade)

$0.00147 per

bond (up to

$1.47 max

per trade)

$0.00153 per

bond (up to

$1.53 max

per trade)

$0.00158 per

bond (up to

$1.58 max

per trade)

$0.00000124

times

reported

value (up to

$1.24 max

per trade)

$0.00000124

times

reported

value (up to

$1.24 max

per trade)

$0.00000124

times

reported

value (up to

$1.24 max

per trade)

$0.00000147

times

reported

value (up to

$1.47 max

per trade)

$0.00000153

times

reported

value (up to

$1.53 max

per trade)

$0.00000158

times

reported

value (up to

$1.58 max

per trade)

*Section 1(b) of Schedule A to the FINRA By-Laws sets forth the TAF. Many members identify

that they pass through TAF to customers.

Personnel Assessment*

Tier (No. of

Reps)

2026

2027 (no

change)

2028 (no

(current)

2029 2030 2031

change)

Reps 0-5

$245

$260 $270 $295

Reps 6-25

$235

$250 $260 $285

Reps 26 and

greater

$225

$240 $250 $275

*Section 1(e) of Schedule A to the FINRA By-Laws sets forth the PA.

Branch Office System Processing Fee*

Fee

2026

(current)

2027

(no

change)

$75

2028

(no

change)

$75

2029 (no

change)

2030

2031

Branch Office System

$75

$105 $105

Processing Fee (initial and

annual)

*Section 4(a)(1) and (2) of Schedule A to the FINRA By-Laws sets forth the Branch

Office System Processing Fee (initial and annual).

Registration Fees*

Fee

2026

(current)

Initial/Transfer Registration

Form U4 filing

$125

Termination U5 filing

$50 (plus

$100 if

late filed)

Disclosure review

Electronic Fingerprinting

$155

$20

2027

(no

change)

$125

2028 (no

change)

2029 (no 2030

change)

2031

$125

$175

$50

(plus

$100 if

late

filed)

$155

$20

$50 (plus $50

$100 if

(plus

late filed) $100 if

late

filed)

$155

$20

$70

(plus

$140

if late

filed)

$215

$28

$70

(plus

$140 if

late

filed)

$215

$28

Non-Electronic

$30

$42

Fingerprinting

Fingerprinting Processed

$30

$42

Through Another SRO

*Section 4(b)(1)-(6) of Schedule A to the FINRA By-Laws sets forth Registration Fees.

FINRA also proposes conforming changes to Section 15(g) of Schedule A to the FINRA

By-Laws to align this proposed fee change with the same fees for Funding Portal

members.

Renewal Late Fee*

The Renewal Late Fee is 10 percent of a member’s cumulative final renewal statement

with the following minimums and maximums:

Fee

2026

(current)

2027 (no

change)

2028 (no

change)

2029 (no

change)

2030

2031

The minimum late

$100

$140

fee FINRA will

assess is

The maximum late

$5,000

$7,000 $7,000

fee FINRA will

assess is

*Section 4(b)(8) of Schedule A to the FINRA By-Laws sets forth the Renewal Late Fee.

System Processing Fee*

Number of securities

2026

2027 (no 2028

2029

2030

2031

regulators with which

(current)

change)

(no

each registered person

change) change)

of a member is

registered, excluding

registration as an

investment adviser

representative

1-5

$70

$100

6-20

$95

$125

21-40

$110

$140

41+

$125

$155

*Section 4(b)(7) of Schedule A to the FINRA By-Laws sets forth the System Processing

Fee.

Corporate Financing Private Placement Review Fee*

Private

2026

2027 (no

2028 (no

2029

2030

2031

Placements (current) change)

change)

(Offerings

>$25M)

Flat Fee

$300

% of

0.008%

Offering

$500

Cap

million

*Section 7(c) of Schedule A to the FINRA By-Laws would set forth the Corporate

Financing Private Placement Review Fee. This fee would apply only to private

placement offerings of greater than $25 million and would be capped at $40,300 (0.008%

of $500,000,000 offering + $300 flat fee). FINRA believes that this fee would be paid

for by, or passed through to, issuers.

Corporate Financing Public Offering Review Fee Cap*

2026

(current)

$225,000

2027 (no

change)

$225,000

2028 (no

change)

$225,000

2029

2030

2031

Non$1,125,000 $1,125,000 $1,125,000

WKSI**

WKSI

$225,000 $225,000

$225,000

$389,000

$467,000

$560,000

*Section 7(a)-(b) of the Schedule A to the FINRA By-Laws sets forth the Corporate

Financing Public Offering Review Fee. FINRA believes that this fee is paid for by, or

passed through to, issuers.

**WKSI stands for Well Known Seasoned Issuer. The Commission recently proposed to

eliminate the WKSI definition (as it relates to all issuers other than foreign private

issuers) and establish two new categories of issuers: Eligible Listed Issuer and Seasoned

Eligible Listed Issuer, both of which would be defined in Rule 405. See Registered

Offering Reform, Securities Exchange Act Release No. 105513 (May 19, 2026), 91 FR

31022 (May 26, 2026). If these proposed changes are finalized, FINRA will consider if

any changes to its fees are appropriate.

FINRA has filed the proposed rule change for immediate effectiveness. The effective

date and the implementation date will be the date of filing. The proposed rule change would

modify the previously adopted fee implementation schedule as follows: from January 1, 2027

through December 31, 2028, fees would remain at 2026 rates; implementation of fees scheduled

to begin on January 1, 2027 would instead commence on January 1, 2029; implementation of

fees scheduled to begin on January 1, 2028 would instead commence on January 1, 2030; and

implementation of fees scheduled to begin on January 1, 2029 would instead commence on

January 1, 2031.18

FINRA notes that the proposed rule change would impact all members, including

members that are funding portals or have elected to be treated as capital acquisition

brokers (“CABs”), given that the funding portal and CAB rule sets incorporate the

impacted FINRA rules by reference.

2. Statutory Basis

FINRA believes that the proposed rule change is consistent with the provisions of Section

15A(b)(5) of the Act,19 which requires, among other things, that FINRA rules provide for the

equitable allocation of reasonable dues, fees and other charges among members and issuers and

other persons using any facility or system that FINRA operates or controls. FINRA further

believes that the proposed rule change is consistent with the provisions of Section 15A(b)(6) of

the Act,20 which requires, among other things, that FINRA rules are not designed to permit unfair

discrimination between customers, issuers, brokers or dealers.

The proposed rule change maintains the same equitable and not unfairly discriminatory

allocation of fees adopted in the 2024 Fee Filing. The proposed rule change simply modifies the

implementation schedule of this equitable allocation of fees, resulting in savings to members and

users of FINRA services.21 As described below, the savings are equitable and nondiscriminatory

across members by size and business model.

Self-Regulatory Organization’s Statement on Burden on Competition

FINRA does not believe that the proposed rule change will result in any burden on

competition that is not necessary or appropriate in furtherance of the purposes of the Act.

Economic Impact Assessment

FINRA has undertaken an economic impact assessment, as set forth below, to analyze the

regulatory need for the proposed rule change, its potential economic impacts—including

15 U.S.C. 78o-3(b)(5).

15 U.S.C 78o-3(b)(6).

Users can include retail and institutional customers, counterparties, issuers or any other

party that might directly or indirectly share the burden of these fees, where members may

share the savings with them.

anticipated costs, benefits, and distributional and competitive effects—relative to the current

baseline, and the alternatives FINRA considered in assessing how best to meet its regulatory

objectives.

Regulatory Need

Since the adoption of the 2024 Fee Filing, FINRA’s financial position has improved

materially relative to the projections underlying that filing. As a result of the 2025 strategic

realignment discussed above, FINRA’s expenses have been reduced, while operating revenues

are expected to increase due to higher trading activities, higher member revenues, and the impact

of the 2024 Fee Filing.

As discussed above, based on an analysis of funding sources, anticipated costs, and an

assessment of current and projected market activities, FINRA has determined that a modification

to the implementation schedule of the fee increases adopted in the 2024 Fee Filing is appropriate

at this time.

Economic Baseline

The baseline for this proposed rule change includes FINRA’s current and projected costs

and revenues, the implementation schedule of fee increases adopted in the 2024 Fee Filing as

modified by SR-FINRA-2025-007, and the direct and indirect allocation of those fees across

members, associated persons, third parties, and investors. The baseline also encompasses the

scope of activities conducted by FINRA to meet its mission and FINRA’s current financial

position.22

Economic Impact

Any additional fee changes would take into account the savings provided by this

proposed rule change.

The proposed rule change is designed to provide savings to FINRA members while

preserving FINRA’s ability to both maintain its reserve balance within levels targeted under the

Financial Guiding Principles and continue to meet its regulatory mission. By delaying the

implementation of fee increases, the proposed rule change would reduce the near-term fee

burden on members without significantly altering the long-term fee structure or the equitable

allocation of fees established in the 2024 Fee Filing.

FINRA’s economic analysis below measures member savings, savings rates and the

distribution of savings rates across members during the four-year transitional period (i.e., 20272030). As mentioned above, total industry savings over this period are anticipated to be

approximately $718 million, representing approximately 9% of total baseline revenue over the

same period. On a per-member basis, the median four-year savings amount is $5,199, reflecting

the fact that most FINRA members are small firms. The median four-year savings rate is 7.2%,

and the average four-year savings rate is 6.7%.

Savings vary across years. The highest savings rates are in 2028, followed by 2029,

2027, and 2030, which has the lowest savings rate. This reflects the structure of the two-year

delay in the phase-in schedule.

Median Savings Rates By Category in Each

Year

2027

2028

2029

2030

By Firm Size

Large

Medium

Small

5.56%

6.13%

5.88%

14.12%

14.45%

14.18%

8.43%

8.28%

8.33%

3.34%

2.62%

2.68%

Micro

By Firm Business Model

2.07%

8.99%

6.01%

3.08%

Capital Markets and

Investment Banking

Clearing and Carrying

3.69%

11.93%

7.59%

2.94%

6.85%

14.85%

7.68%

2.30%

Diversified

Retail

Trading and Execution

6.84%

3.37%

5.86%

14.51%

11.61%

13.30%

7.84%

7.27%

7.56%

2.21%

3.50%

2.05%

To better understand the distribution of savings across members, FINRA analyzed the

dispersion of four-year savings rates around the median for all members and for groupings

defined by firm size and business model.

Number of

Members

in Category

3,193

All

By Firm Size

Large

153

Medium

202

Small

1,353

Micro

1,485

By Firm Business

Model

Capital Markets and

1,377

Investment Banking

Clearing and Carrying

138

Diversified

159

Retail

1,092

Trading and Execution

427

*SD = Standard Deviation

Median

Savings

Rate

7.2%

% of Members

Within One

SD* of Median

68.9%

% of Members

Within Two

SD* of Median

93.7%

8.2%

8.0%

5.6%

72.5%

77.3%

78.9%

66.3%

96.1%

94.1%

92.9%

97.0%

7.1%

69.3%

93.5%

8.2%

8.0%

6.8%

7.5%

75.4%

72.4%

69.8%

71.5%

94.2%

93.8%

93.1%

94.0%

As the table shows, approximately 69% of all members fall within one standard

deviation, plus or minus, of the median savings rate (the central savings band). Approximately

94% of all members fall within two standard deviations. The dispersion of savings rates is

similar across all firm size categories and business models.

Charts 1 through 10 provide additional detail on the dispersion of four-year savings rates

by firm size, business model, and overall. 23 In each case, the proposed rule change limits the

number of members that fall beyond two standard deviations from the median in either direction.

In particular, the proposed rule change limits the number of members that would be expected to

experience a materially higher savings rate than the median (as defined by two standard

deviations). For the entire population of members, FINRA estimates that 0.2% would experience

savings greater than two standard deviations from the median savings.

Taken together, these results indicate that the proposed rule change provides savings that

are equitably distributed across the membership, maintaining a similar proportional allocation of

fees across firm sizes and business models established in the 2024 Fee Filing.

FINRA does not anticipate that the proposed rule change will materially impact

competition among members or between members and other providers of financial services. The

proposed rule change is a one-time delay, maintaining the same long-term allocation of fees

adopted in the 2024 Fee Filing. To the extent that the proposed rule change reduces the nearterm cost burden on members, it may modestly benefit members relative to non-FINRAregulated providers of financial services; however, FINRA does not believe this effect is

material, as the fee delay does not alter the fundamental regulatory framework or the relative cost

structure of FINRA membership.

Alternatives Considered

In developing this proposal, FINRA considered alternatives to the proposed two-year

delay.

Charts 1 through 10 are contained in Exhibit 3, available on FINRA’s website. See File

No. SR-FINRA-2026-020 (Form 19b-4, Exhibit 3) (available on FINRA’s website at

http://www.finra.org.

FINRA considered permanently reducing or eliminating certain of the fee increases

adopted in the 2024 Fee Filing rather than delaying them, but did not pursue this approach

because doing so could impair sustainable funding if key assumptions underlying FINRA’s

financial projections change materially.

FINRA also considered continuing to address revenue surpluses solely by issuing

additional rebates rather than modifying the fee increase implementation schedule. FINRA

determined that the proposed schedule modification is appropriate, as it provides members with

greater certainty and predictability in their budgeting and planning processes than retrospective

rebates.24

Self-Regulatory Organization’s Statement on Comments on the Proposed Rule

Change Received from Members, Participants, or Others

Written comments were neither solicited nor received.

III.

Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)

of the Act25 and paragraph (f)(2) of Rule 19b-4 thereunder.26 At any time within 60 days of the

filing of the proposed rule change, the Commission summarily may temporarily suspend such

rule change if it appears to the Commission that such action is necessary or appropriate in the

public interest, for the protection of investors, or otherwise in furtherance of the purposes of the

Act. If the Commission takes such action, the Commission shall institute proceedings to

determine whether the proposed rule should be approved or disapproved.

As noted, FINRA is prepared to further address revenue surpluses in 2026.

15 U.S.C. 78s(b)(3)(A).

17 CFR 240.19b-4(f)(2).

IV.

Solicitation of Comments

Interested persons are invited to submit written data, views and arguments concerning the

foregoing, including whether the proposed rule change is consistent with the Act. Comments

may be submitted by any of the following methods:

Electronic Comments:

•

Use the Commission’s Internet comment form

(http://www.sec.gov/rules/sro.shtml); or

•

Send an e-mail to rule-comments@sec.gov. Please include File Number SRFINRA-2026-020 on the subject line.

Paper Comments:

•

Send paper comments in triplicate to Secretary, Securities and Exchange

Commission, 100 F Street, NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-FINRA-2026-020. This file number should be

included on the subject line if e-mail is used. To help the Commission process and review your

comments more efficiently, please use only one method. The Commission will post all

comments on the Commission’s Internet website (http://www.sec.gov/rules/sro.shtml). Copies

of the filing will be available for inspection and copying at the principal office of FINRA. Do

not include personal identifiable information in submissions; you should submit only information

that you wish to make available publicly. We may redact in part or withhold entirely from

publication submitted material that is obscene or subject to copyright protection. All

submissions should refer to File Number SR-FINRA-2026-020 and should be submitted on or

before [insert date 21 days from publication in the Federal Register].

For the Commission, by the Division of Trading and Markets, pursuant to delegated

authority.27

Sherry R. Haywood,

Assistant Secretary.

17 CFR 200.30-3(a)(12).

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.