New Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5123 requires FINRA members that sell securities in a non-public offering to file with FINRA’s Corporate Financing Department a copy of the private placement memorandum, term sheet or other offering documents, and any retail communication, in connection with such sale within 15 calendar days of the first sale of the securities.
Historically, FINRA has performed a review of such filings at no cost to the FINRA member. However, given the increased volume of such filings and the substantial resources required to review them, effective July 1, 2025, FINRA will impose fees on the review of private placement offerings of greater than $25 million. The fees will consist of a flat fee of $300 plus 0.008% of the maximum offering proceeds, subject to a fee cap of $40,300. FINRA projects that the new fees will generate $6 million in annual revenue by 2029.
