[Federal Register Volume 91, Number 69 (Friday, April 10, 2026)]
[Notices]
[Pages 18493-18497]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-06929]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105163; File No. SR-FINRA-2026-007]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing of a Proposed Rule Change To Amend
FINRA Rules 5130 (Restrictions on the Purchase and Sale of Initial
Equity Public Offerings) and 5131 (New Issue Allocations and
Distributions)
April 7, 2026.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Exchange Act'' or ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on March 30, 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. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
FINRA is proposing to amend FINRA Rule 5130 (Restrictions on the
Purchase and Sale of Initial Equity Public Offerings) and paragraph (b)
(Spinning) of FINRA Rule 5131 (New Issue Allocations and Distributions)
to exempt specified collective trust funds (``CTFs'').
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.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Background
Rule 5130 protects the integrity of the public offering process by
ensuring that: (1) members make bona fide public offerings of
securities at the offering price; (2) members do not withhold
securities in a public offering for their own benefit or use such
securities to reward persons who are in a position to direct future
business to members; and (3) industry insiders, including members and
their associated persons, do not take advantage of their insider
position to purchase new issues for their own benefit at the expense of
public customers.\3\
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\3\ See Notice to Members 03-79 (Dec. 2003). The term ``new
issue'' is defined as ``any initial public offering of an equity
security as defined in Section 3(a)(11) of the Exchange Act, made
pursuant to a registration statement or offering circular,'' subject
to a number of exceptions. See Rule 5130(i)(9). The term has the
same meaning for purposes of Rule 5131.
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Paragraph (a) of Rule 5130 provides that, except as otherwise
permitted under the rule, a member (or an associated person) may not
sell, or cause to be sold, a new issue to any account in which a
restricted person \4\ has a beneficial interest; \5\ a member or an
[[Page 18494]]
associated person may not purchase a new issue in any account in which
such member or associated person has a beneficial interest; and a
member may not continue to hold new issues acquired as an underwriter,
selling group member, or otherwise. Paragraph (b) sets forth
preconditions for sale. Before selling a new issue to any account, a
member must in good faith have obtained, within the 12 months before
the sale, a representation from the account holder(s), or a person
authorized to represent the beneficial owners of the account, that the
account is eligible to purchase new issues in compliance with Rule
5130. The member also must obtain such a representation from a bank,
foreign bank, broker-dealer, or investment adviser or other conduit
that all purchases of new issues are in compliance with the Rule.
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\4\ The term ``restricted person'' includes ``members or other
broker-dealers,'' ``broker-dealer personnel,'' ``finders and
fiduciaries,'' ``portfolio managers,'' and ``persons owning a
broker-dealer,'' as those terms are defined in Rule 5130(i)(10)(A)-
(E).
\5\ See Rule 5130(i)(1) (`` `Beneficial interest' means any
economic interest, such as the right to share in gains or losses.
The receipt of a management or performance based fee for operating a
collective investment account, or other fees for acting in a
fiduciary capacity, shall not be considered a beneficial interest in
the account.''). The term has the same meaning for purposes of Rule
5131.
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Rule 5131 addresses conflicts and abuses in the allocation and
distribution of new issues. Paragraph (b) of Rule 5131 prohibits the
practice of ``spinning,'' which is the allocation of shares of new
issues by a member firm to an account in which a covered person that is
the member firm's current, former, or prospective investment banking
client has a beneficial interest. The term ``covered person'' refers to
an executive officer or director of a public company or a covered non-
public company, or a person materially supported by such executive
officer or director.\6\
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\6\ See Rule 5131(b)(1).
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Rule 5130(c), and, by reference, Rule 5131(b)(2), provide general
exemptions which reflect the proposition that sales to and purchases by
entities that have numerous beneficial owners are generally not the
type of transactions that the Rule should prohibit.\7\ Of particular
relevance to the proposed rule change, there is a general exemption for
an investment company registered under the Investment Company Act of
1940 (``Investment Company Act'') \8\ and a general exemption for a
common trust fund or similar fund as described in Section
3(a)(12)(A)(iii) of the Exchange Act,\9\ subject to specified
conditions.\10\ Unless a general exemption applies to CTFs, the CTF
(typically through its investment adviser) would be required to
represent that the fund is eligible to purchase new issues. However,
given their size and operational structure--which includes investments
from various pooled assets across multiple beneficial owners--this may
not always be feasible.\11\
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\7\ See Notice to Members 03-79, supra note 3.
\8\ See Rule 5130(c)(1). There is also an exemption for an
investment company organized under the laws of a foreign
jurisdiction. See Rule 5130(c)(6). To qualify for this exemption,
the investment company must be listed on a foreign exchange for sale
to the public or authorized for sale to the public by a foreign
regulatory authority; no person owning more than 5 percent of the
shares of the investment company is a restricted person, the
investment company has 100 or more direct investors, or the
investment company has 1,000 or more indirect investors; and the
investment company was not formed or maintained for the specific
purpose of permitting restricted persons to invest in new issues.
\9\ 15 U.S.C. 78c(a)(12)(A)(iii) (``The term `exempted security'
or `exempted securities' includes . . . any interest or
participation in any common trust fund or similar fund maintained by
a bank exclusively for the collective investment and reinvestment of
assets contributed thereto by such bank in its capacity as trustee,
executor, administrator, or guardian. . . .'').
\10\ See Rule 5130(c)(2). The common trust fund exemption must
have investments from 1,000 or more accounts and must not limit
beneficial interests in the fund principally to trust accounts of
restricted persons.
\11\ See Rule 5130(c)(4). A CTF may rely on the 10 percent de
minimis exemption under Rule 5130(c)(4) or the 25 percent de minimis
exemption under Rule 5131(b)(2) if they have collected restricted
person and covered person information for their investors. However,
due to their size and operational structure, FINRA believes that
some CTFs may have difficulties determining whether restricted
persons and covered persons meet the rules' thresholds. Further,
where a retirement plan sponsored solely by a member holds interests
in a CTF, the beneficial interests of restricted persons are likely
to exceed the de minimis threshold.
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CTFs
Banks often maintain common or collective trust funds as vehicles
for the collective investment of moneys contributed to the funds on
behalf of accounts for which the bank or a third party acts as
fiduciary. There are generally two types of bank collective investment
funds, both of which are generally exempt from registration under the
Securities Act of 1933 (``Securities Act''), the Exchange Act, and the
Investment Company Act.
The first type is generally referred to as a ``common trust fund,''
which is maintained by a bank for the collective investment and
reinvestment of moneys contributed thereto by the bank in its capacity
as trustee, executor, administrator, or guardian. These funds are
employed solely as an aid in the administration of trust, estate, and
other fiduciary accounts, and may not be advertised or otherwise
offered for sale to the general public. These types of funds are exempt
from the new issue allocation restrictions of Rules 5130 and 5131(b),
provided they have investments from 1,000 or more accounts and do not
limit beneficial interests in the fund principally to trust accounts of
restricted persons.\12\
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\12\ See Rule 5130(c)(2).
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The second type is generally referred to as a CTF or collective
investment trust, which is a bank-maintained fund that generally
consists of assets of one or more employer-sponsored benefits or
retirement plans, government plans, or church plans. CTFs generally
serve as investment options for plan participants available through
employer-sponsored retirement plans, performing the same investment
pooling function, among other similarities, as registered investment
companies (``RICs'').
With nearly $7 trillion in assets, CTFs are often the preferred
pooled investment vehicle over RICs in employer-sponsored retirement
plans. For example, CTFs are the leading vehicle for target-date funds,
which often serve as the default investment option for retirement plan
participants who do not make active investment elections.
The primary benefits of CTFs over comparable RICs are lower
transaction and management costs, which can have a significant impact
on investor returns. Furthermore, CTFs can be launched more quickly,
and they offer greater customization options tailored to particular
retirement plans. Though exempt from registration under the federal
securities laws, FINRA has observed that some CTFs voluntarily adopt
certain practices similar to RICs, including daily valuation of
holdings and publication of fund literature such as fact sheets and
annual reports.
Whereas RICs are exempt from the new issue allocation restrictions
of Rules 5130 and 5131(b),\13\ CTFs are not categorically exempt from
the new issue allocation restrictions of Rules 5130 and 5131(b). Unless
a general exemption applies to CTFs, an investment adviser, bank, or
trust company managing a CTF would be required to represent that it is
eligible to purchase new issues.
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\13\ See Rule 5130(c)(1).
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Proposed Amendments to Rules 5130(c) and 5131(b)
Given that CTFs, common trust funds, and RICs serve similar pooled
investment purposes, FINRA proposes to adopt a categorical exemption
for CTFs under Rule 5130(c)(13) and, by reference, under Rule 5131(b).
The proposed exemption would apply to a CTF, as described in Section
3(a)(12)(A)(iv) of the Exchange Act,\14\
[[Page 18495]]
provided that two conditions are satisfied. These proposed conditions,
described below, would help to ensure that exempt CTFs are treated
similarly to other exempt investment funds for purposes of Rules 5130
and 5131(b).
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\14\ 15 U.S.C. 78c(a)(12)(A)(iv) (``The term `exempted security'
or `exempted securities' includes . . . any interest or
participation in a single trust fund, or a collective trust fund
maintained by a bank, or any security arising out of a contract
issued by an insurance company, which interest, participation, or
security is issued in connection with a qualified plan. . . .'').
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The first condition is that ``the fund has investments from 1,000
or more plan participants and beneficiaries of one or more employee
retirement benefits plans.'' \15\ This condition is analogous to one of
the conditions for the common trust fund exemption, which requires that
the fund has investments from 1,000 or more accounts.\16\ FINRA
believes this language achieves the same goal of requiring that the
fund be widely held, while accounting for the differences between
common trust funds and CTFs (that is, common trust funds pool assets
from individual trust accounts whereas CTFs generally pool assets from
employer-sponsored retirement plans).
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\15\ A CTF as described in Exchange Act Section 3(a)(12)(A)(iv)
qualifies as an ``exempted security'' under Section 3(a)(12)(A) only
if an interest or participation in the fund ``is issued in
connection with a qualified plan as defined in [section
3(a)(12)(C)].'' Section 3(a)(12)(C) defines ``qualified plan'' as
``(i) a stock bonus, pension, or profit-sharing plan which meets the
requirements for qualification under section 401 of [the Internal
Revenue Code of 1954], (ii) an annuity plan which meets the
requirements for the deduction of the employer's contribution under
section 404(a)(2) of [such Code], (iii) a governmental plan as
defined in section 414(d) of [such Code] which has been established
by an employer for the exclusive benefit of its employees or their
beneficiaries for the purpose of distributing to such employees or
their beneficiaries the corpus and income of the funds accumulated
under such plan, if under such plan it is impossible, prior to the
satisfaction of all liabilities with respect to such employees and
their beneficiaries, for any part of the corpus or income to be used
for, or diverted to, purposes other than the exclusive benefit of
such employees or their beneficiaries, or (iv) a church plan,
company, or account that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940, other than any plan described in clause (i), (ii), or
(iii) of this subparagraph which (I) covers employees some or all of
whom are employees within the meaning of section 401(c) of [such
Code], or (II) is a plan funded by an annuity contract described in
section 403(b) of [such Code].'' 15 U.S.C. 78c(a)(12)(C). For
purposes of the requirement that the fund hold investments from one
or more plan participants and beneficiaries of one or more employee
retirement benefits plans, the plan must be a ``qualified plan'' as
defined in Exchange Act Section 3(a)(12)(C).
\16\ See Rule 5130(c)(2)(A).
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The second condition is that ``the fund was not formed or
maintained for the specific purpose of permitting restricted persons to
invest in new issues.'' This requirement is a safeguard to protect
against circumvention of Rule 5130's prohibitions. The same language is
also used in the exemptions for foreign investment companies and
business development companies under Rule 5130.\17\
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\17\ See Rule 5130(c)(6)(C), (c)(12).
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FINRA believes the proposed exemption reflects the proposition that
sales to and purchases by entities that have numerous beneficial owners
generally are not the type of transactions that Rules 5130 and 5131 are
designed to prohibit.\18\ The proposed exemption would allow CTFs to
more easily obtain access to new issues, and it would expand the pool
of investors who can participate in IPOs through their retirement
investments in a CTF.
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\18\ See Notice to Members 03-79, supra note 3.
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If the Commission approves the proposed rule change, FINRA will
announce the effective date of the proposed rule change in a Regulatory
Notice.
2. Statutory Basis
FINRA believes that the proposed rule change is consistent with the
provisions of Section 15A(b)(6) of the Act,\19\ which requires, among
other things, that FINRA rules must be designed to prevent fraudulent
and manipulative acts and practices, to promote just and equitable
principles of trade, and, in general, to protect investors and the
public interest.
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\19\ 15 U.S.C. 78o-3(b)(6).
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FINRA believes that the proposed exemption for CTFs would expand
access to investment options and maintain the integrity of the public
offering process without diminishing investor protection. The proposed
rule change would allow CTFs to more easily invest in new issues. This
will benefit investors by expanding the underlying investment options
in their employer-sponsored retirement plans and promoting capital
formation by giving more investors access to IPOs. By expanding access
to IPOs through a widely held pooled investment vehicle, the proposed
rule change maintains the integrity of the public offering process
while facilitating vibrant capital markets.\20\
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\20\ See Regulatory Notice 23-09 (May 2023) (``FINRA promotes
the capital raising process through appropriately tailored rules for
its members that are designed to promote transparency and to
establish important standards of conduct for the benefit of all
market participants, including investors and issuers.'').
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Further, FINRA believes that the conditions of the proposed
exemption are consistent with the provisions of Section 15A(b)(6). The
condition that would require a CTF relying on the proposed exemption to
have investments from 1,000 or more plan participants and beneficiaries
of one or more employee retirement benefit plans helps to ensure that
the CTF is widely held. Having numerous beneficial owners substantially
reduces the risk that a CTF would be used by restricted or covered
persons to circumvent the prohibitions of Rules 5130 and 5131(b).
Moreover, the condition that, for purposes of this proposed exemption,
the CTF cannot be formed or maintained for the specific purpose of
circumventing the prohibition in Rule 5130, would further mitigate the
unlikely risk that a restricted person would invest in a CTF for the
purpose of investing in new issues.
B. 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 Exchange Act.
Economic Impact Assessment
FINRA has undertaken an economic impact assessment, as set forth
below, and identified the potentially material impacts of the proposed
rule change on the affected parties. 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
Exchange Act.
1. Regulatory Need
As discussed, CTFs typically have numerous beneficial owners, such
that receiving new issue allocations would present little risk to the
integrity of the public offering process. Due to their size and
operational structure, however, it can be difficult for CTFs to meet
the requirements of Rules 5130 and 5131 without a general exemption.
FINRA is proposing an exemption to these rules for CTFs under two
conditions that are designed to permit CTFs to participate in public
offerings subject to conditions that mitigate the risks that Rules 5130
and 5131 are designed to prevent.
2. Economic Baseline
The economic baseline for the proposed rule change is the current
requirements and provisions to which CTFs are subject, the products
with which they primarily compete, and the current market for initial
public offerings (``IPOs'').
As described above, CTFs provide an alternative to RICs as a pooled
investment vehicle offered to participants in employer-sponsored
retirement plans. According to the Department of Labor, as of 2023,
there were 101,987 private sector retirement
[[Page 18496]]
plans with 100 or more participants.\21\ Of these, 29,664 plans had
assets invested in one or more of the 4,992 available CTFs, which in
aggregate held over $4.7 trillion in assets.\22\ Approximately half of
CTFs' total assets ($2.5 trillion) were invested in common stocks.
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\21\ See U.S. Department of Labor, Employee Benefits Security
Administration, Private Pension Plan Bulletin Historical Tables and
Graphs 1975-2023, at 4, available at https://www.dol.gov/sites/dolgov/files/ebsa/researchers/statistics/retirement-bulletins/private-pension-plan-bulletin-historical-tables-and-graphs.pdf.
\22\ See U.S. Department of Labor, Employee Benefits Security
Administration, Form 5500 Direct Filing Entity Bulletin: Abstract of
2023 Form 5500 Annual Reports, at 5 tbl. 1, available at https://www.dol.gov/sites/dolgov/files/ebsa/researchers/statistics/retirement-bulletins/form-5500-direct-filing-entity-bulletin-abstract-of-form-5500-2023-preliminary-annual-report.pdf.
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The market for IPOs is economically important. Between 2014 and
2023, annual IPO proceeds ranged from $7 billion to $119 billion, and
the average first-day return on IPO shares ranged between 12 percent
and 49 percent.\23\
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\23\ See Jay R. Ritter, University of Florida Warrington College
of Business, IPO Data, available at https://site.warrington.ufl.edu/ritter/files/IPO-Statistics.pdf. FINRA reports the ten-year IPO
statistics ending in 2023 to conform with the most recent common/
collective trust statistics from the Department of Labor.
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3. Economic Impacts
Anticipated Benefits
The proposed rule change would enable CTFs that invest or desire to
invest in IPOs to incur less regulatory burden in demonstrating their
eligibility to receive new issues. Specifically, both CTFs with
restricted or covered persons as beneficial owners as well as those
without such persons could invest in IPOs without needing to determine
whether and how many of their participants are restricted or covered
persons. CTFs would also benefit from the ability to more easily
diversify their portfolios into IPOs.\24\
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\24\ There is also the potential for higher returns due to
access to new issues. However, academic research has documented that
IPO underpricing is a short-term phenomenon. To benefit from
potential underpricing of new issues, investors may need to sell
their allocated shares shortly after trading begins. See Jay R.
Ritter, The Long[hyphen]Run Performance of Initial Public Offerings,
XLVI J. Fin. 3, 3-27 (Mar. 1991).
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Allowing CTFs to more easily invest in new issues expands the pool
of investors in IPO markets and promotes capital formation. Likewise,
lowering the regulatory costs enhances market efficiency.
Anticipated Costs
As discussed above, the proposed exemption has two conditions.
These conditions could potentially impose costs on CTFs that, in order
to avail themselves of the exemption, would need to make sure they have
investments from 1,000 or more plan participants and beneficiaries of
one or more employee retirement benefits plans. A CTF could determine
if the estimated value of the exemption exceeded any associated costs
and only undertake such costs if it determined the exemption would be
worthwhile.
There is some risk under the proposed rule change that an otherwise
restricted or covered person may form or invest in a CTF for the
purpose of investing in new issues. FINRA believes that these risks are
mitigated by the requirements for the minimum number of plan
participants and that the CTF has not been formed or maintained for the
specific purpose of permitting restricted persons to invest in new
issues.
Anticipated Competitive Effects
The proposed rule change may increase competition for investors (at
the plan participant level), and between and among CTFs and other
already-exempt investment vehicles like RICs. In particular, access to
new issues may increase returns and the attractiveness of CTFs relative
to other investment vehicles, which may increase competition between
banks and mutual fund companies vying for retirement-plan assets. Some
large mutual fund companies have already established affiliated banks
or trust companies to manage and offer CTFs.\25\ The proposed rule
change may further encourage this trend. Increased demand for CTFs may
also lower their per-unit operating costs by spreading fixed expenses
across a larger asset base. This would potentially benefit both CTF
sponsors and participants in plans that invest in CTFs. As noted, the
proposed rule change may also promote capital formation by giving more
investors access to IPOs.
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\25\ See, e.g., Natalya Shnitser, Overtaking Mutual Funds: The
Hidden Rise and Risk of Collective Investment Trusts, 134 Yale L.J.
1620, 1651 (Mar. 1, 2025), available at https://www.yalelawjournal.org/essay/overtaking-mutual-funds-the-hidden-rise-and-risk-of-collective-investment-trusts (``While BlackRock
relies on a national banking association . . . Vanguard [collective
investment trusts] are maintained by the Vanguard Fiduciary Trust
Company, a Pennsylvania nondepository trust company that is a wholly
owned subsidiary of The Vanguard Group, Inc.'').
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4. Alternatives Considered
With respect to the condition that the CTF must have investments
from 1,000 or more plan participants and beneficiaries of one or more
employee retirement benefits plans, other thresholds were considered.
While a lower threshold would allow more investors to access IPO
shares, a higher threshold would reduce the likelihood of conflicts of
interest involving restricted or covered persons obtaining new issues
through a CTF. FINRA believes that the proposed threshold strikes an
appropriate balance between promoting capital formation and maintaining
the integrity of the public offering process. The 1,000 threshold is
also in line with the existing exemption for common trust funds.
C. 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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) by order approve or disapprove such proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
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 Exchange Act. Comments may be submitted
by any of the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-FINRA-2026-007 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-2026-007. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use
[[Page 18497]]
only one method. The Commission will post all comments on the
Commission's internet website (https://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-2026-007 and should be submitted on or before May 1, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
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\26\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-06929 Filed 4-9-26; 8:45 am]
BILLING CODE 8011-01-P