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.

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]

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 ( printed 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.

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]

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]

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]

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.

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 ( printed 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).

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).

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]

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.

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.

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]

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 ( printed 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.

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]

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]

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.

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 torule-comments@sec.gov. 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 ( printed 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.