On June 6, 2025, the Financial Industry Regulatory Authority (FINRA) proposed to delay the implementation date from July 1, 2025 to January 1, 2027, for the previously adopted changes to the public and private offering filing fees. The proposed change is effective immediately, but there is a public comment period of 60 days beginning June 6, 2025, during which the Securities and Exchange Commission reserves the right to suspend the proposed change.
New Schedule for Filing Fee Changes for Public and Private Offerings
In November 2024, FINRA proposed changes to its core regulatory fees and select use-based fees – a total of 15 fees – to increase the self-regulatory organization’s revenues in the face of “significant expense growth.” The changes to the public and private offering filing fees were slated to take effect on July 1, 2025, with gradual increases to the public offering filing fees to take place over five years. With the new implementation schedule, the increases that were to take effect in 2025 and 2026 will not take place, but on January 1, 2027, the fee caps will rise to the levels set in the November 2024 rule change, with further increases in 2028 and 2029 to the previously set levels.
| Corporate Finance Public Offering Review Fee Cap (fees include a flat fee of $500 plus 0.015% of proposed max. aggregate offering price) |
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| 2027 | 2028 | 2029 | |
| Well-Known Seasoned Issuer (WKSI) | $389,000 | $467,000 | $560,000 |
| Non-WKSI | $1,125,000 | $1,125,000 | $1,125,000 |
| Corporate Financing Private Placement Review Fee (only for offerings > $25M) |
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| 2027 | 2028 | 2029 | |
| Flat Fee | $300 | $300 | $300 |
| % of Offering | 0.008% | 0.008% | 0.008% |
| Offering Cap | $500 million | $500 million | $500 million |
Takeaways
The increase in the public offering filing fee and the new private offering filing fee will take effect on January 1, 2027, with additional increases to the public offering filing fee cap for WKSIs to take place on January 1, 2028, and January 1, 2029. Click here to see our advisory on FINRA’s original fee changes.
If you have any questions, or would like additional information, please contact one of the attorneys on our Investment Funds team.
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