The Financial Industry Regulatory Authority (FINRA) has again postponed changes to its public offering and private placement review fees, moving their implementation date from January 1, 2027 to January 1, 2029.
On September 15, 2026, FINRA filed a rule change with the Securities and Exchange Commission (SEC) postponing by two years all remaining fee changes from its November 2024 fee filing. These include the corporate financing public offering review fee and the new corporate financing private placement review fee, as discussed in our February 2025 advisory.
The changes had already been delayed from July 1, 2025 to January 1, 2027, as discussed in our July 2025 advisory. The latest postponement took effect upon filing, although the SEC may summarily suspend it within 60 days of the notice’s September 23, 2026 publication in the Federal Register.
Why FINRA Delayed the Changes
FINRA said the additional delay reflects higher-than-projected revenues and lower expenses following a 2025 strategic realignment and an approximately 10% budgeted expense reduction for 2026.
After rebating $100 million of 2025 fees and $50 million of 2024 fees, FINRA concluded that implementing the changes on schedule would push its reserves above target.
Revised Fee Schedules
Corporate Financing Public Offering Review Fee Cap
Fees include a flat fee of $500 plus 0.015% of the proposed maximum aggregate offering price, subject to the following caps:
| 2026-2028 | 2029 | 2030 | 2031 | |
|---|---|---|---|---|
| Well-known seasoned issuer (WKSI) | $225,000 | $389,000 | $467,000 | $560,000 |
| Non-WKSI | $225,000 | $1,125,000 | $1,125,000 | $1,125,000 |
Note: If the SEC finalizes its May 2026 Registered Offering Reform proposal replacing the well-known seasoned issuer (WKSI) definition with eligible listed issuer and seasoned eligible listed issuer categories, FINRA will consider whether to change its fees accordingly.
Corporate Financing Private Placement Review Fee
The fee applies only to offerings exceeding $25 million.
| 2026-2028 | 2029 | 2030 | 2031 | |
|---|---|---|---|---|
| Flat fee | $0 | $300 | $300 | $300 |
| Percentage of offering | 0% | 0.008% | 0.008% | 0.008% |
| Offering amount cap for fee calculation | $0 | $500 million | $500 million | $500 million |
Takeaways
The public offering review fee increase and the new private placement review fee now take effect on January 1, 2029. Further increases in the WKSI public offering review fee cap take effect on January 1, 2030 and January 1, 2031.
Issuers and placement agents should plan for the new timetable when preparing offering budgets and negotiating expense reimbursement provisions of placement agent agreements. Issuers are generally expected to reimburse FINRA filing fees outside any expense cap.
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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