Securities and Exchange Commission
- [Release No. 34-105714; File No. SR-MSRB-2026-01]
I. Introduction
On May 1, 2026, the Municipal Securities Rulemaking Board (“MSRB”) filed with the Securities and Exchange Commission (“SEC” or “Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act” or “Exchange Act”) [1] and Rule 19b-4 thereunder,[2] a proposed rule change to amend Rule G-12 (“Rule G-12”), on uniform practice, to codify into rule language and to retire or revise existing interpretive guidance on confirmation requirements for those inter-dealer municipal securities transactions between two brokers, dealers or municipal securities dealers (collectively, “dealers”) that are ineligible for automated comparison at a registered clearing agency, as well as to retire or revise other related interpretive guidance and to make technical amendments (collectively, the “proposed rule change”).[3]
The MSRB will announce the effective date of the proposed rule change, including the retirement and revision of the related interpretive guidance in a regulatory notice to be published on the MSRB website no later than 90 days following this approval.[4] The effective date will be no later than one year following this approval.[5] The MSRB has indicated that the effective date of the proposed rule change will occur simultaneously with the retirement and revision of the related interpretive guidance.
The proposed rule change was published for comment in the Federal Register on May 7, 2026.[6] The public comment period closed on May 28, 2026, and no comment letters were received on the proposed rule change. As described further below, the Commission is approving the proposed rule change.
II. Description of the Proposed Rule Change
A. Background
Section (c) of Rule G-12 sets forth the confirmation requirements for inter-dealer municipal securities transactions that are ineligible for automated comparison in a system operated by a registered clearing agency,[7] also referred to herein as “inter-dealer confirmations.” [8] According to the MSRB, since the original adoption of Rule G-12(c) in 1977, Rule G-12 has requirements for the exchange and comparison of trade confirmations by dealers in inter-dealer transactions.[9] Rule G-12(c) outlines a list of content requirements related to inter-dealer confirmations that, according to the MSRB, are analogous in scope to the content requirements for customer confirmations listed in pre-1990s iterations of section (a) of MSRB Rule G-15 (“Rule G-15”), on customer confirmations.[10]
According to the MSRB, a small number of inter-dealer trades remain subject to the confirmation requirement of Rule G-12(c), predominantly due to their ineligibility for CUSIP number assignment.[11] Nonetheless, market participants are contemplating new technological approaches that allow digitization and electronic record keeping of security ownership without the need for a traditional bond certificate and other aspects that would make such securities ineligible for the existing automated comparison and ( printed page 37481) would therefore be subject to Rule G-12(c).[12] The MSRB believes that, given these recent technological innovations, it is timely to “update and streamline” Rule G-12(c).[13]
On September 28, 2023, the MSRB issued a Request for Comment, soliciting feedback from stakeholders on draft amendments to MSRB Rule G-12.[14] The MSRB received one letter in response to the RFC,[15] and the MSRB represents that it subsequently held a virtual meeting on May 2, 2024 with the commenter and representatives of its members to discuss the “suggestions and concerns” voiced in that letter.[16] On July 26, 2024, the MSRB's board of directors approved “codifying certain interpretive guidance pertaining to inter-dealer trade confirmations into [Rule G-12(c)] and consolidating remaining guidance into FAQs.” [17]
B. Summary of the Proposed Rule Change
As discussed below and in the Notice, the proposed rule change would amend Rule G-12 to codify into rule language and to retire or revise existing interpretive guidance on confirmation requirements for those dealers that are ineligible for automated comparison at a registered clearing agency, as well as to retire or revise other related interpretive guidance and to make technical amendments.[18] In summary, the proposed rule change would:
- Codify principles from MSRB interpretive guidance into the rule text and reorganize the content of Rule G-12(c); [19]
- Remove certain existing requirements from current Rule G-12(c); [20]
- Make technical modifications to the rule requirements under Rule G-12(c), including amending current Rule G-12(c)(vi) to replace it with a new definition section; [21]
- Retire certain guidance that is being codified or is already codified in current Rule G-12(c) or noted under other MSRB rules; [22] and
- Amend and retain certain interpretive guidance relevant to Rule G-12 and Rule G-15 and retire certain other guidance.[23]
Codification of Certain Principles From Existing Interpretive Guidance and Reorganization of Rule G-12(c)
The proposed rule change would codify certain principles of existing MSRB interpretive guidance and reorganize the content of Rule G-12(c)(v)-(vi).[24] According to the MSRB, the proposed rule change would not impose any new requirements and would eliminate obsolete or superfluous requirements.[25] The proposed rule change would organize informational elements required to be disclosed in a transaction subject to Rule G-12(c) into three categories, with the first covering securities transaction information, set forth in proposed Rule G-12(c)(v)(A), and the second covering securities identification information, set forth in proposed Rule G-12(c)(v)(B).[26] The proposed rule change would also add, in proposed Rule G-12(c)(v)(C), a third category of additional securities information beyond the information noted under the securities transaction and securities identification category that, in limited circumstances, may be necessary to ensure that the counterparties are in agreement as to the fundamental terms of an inter-dealer transaction and to the identity of the specific security being transacted.[27] The items of information that would be required to be included on an inter-dealer confirmation in these three categories pursuant to proposed amended Rule G-12(c) are described below.
Securities Transaction Information
The proposed rule change would codify certain elements consisting of securities transaction information into Rule G-12(c)(v)(A).[28] The following securities transaction information would be required to be disclosed under the proposed rule change.
- The confirming party's name (that is, the name of the dealer producing the confirmation) and its contact information; [29]
- The contra party's identification (that is, the name of the dealer with whom the confirming dealer is engaging in a transaction ineligible for automated comparison); [30]
- Designation of whether the transaction is a purchase from or sale to the contra party; [31]
- Par value of the securities; [32]
- Trade date; [33]
- Settlement date; [34]
- Yield and dollar price, to be computed and shown as follows:[35]
○ For transactions effected on the basis of yield to maturity, yield to call date, or yield to put date, proposed Rule G-12(c)(v)(A)(7)(a) would require that the yield at which the transaction was effected be shown and, if that yield is to a call or put date, this must be noted, along with the date and dollar price of the call or put date; [36]
○ For transactions effected on the basis of dollar price, proposed Rule G-12(c)(v)(A)(7)(b) would require that a dollar price at which the transaction was effected be shown and, unless the transaction was effected at par, a yield be computed and shown; [37]
○ Proposed Rule G-12(c)(v)(A)(7)(c)(i) would specify that yield shown on confirmations must be computed to the lower of call date or maturity date (instead of lowest of price to call, price to par option, or price to maturity, as stated in current Rule G-12(c)(v)(I)).[38] For purposes of computing yield to call or dollar price to call, proposed Rule G-12(c)(v)(A)(7)(c)(ii) [39] would limit call features that may be used to only those call features that represent “in whole calls” of the type that may be used by the issuer without restriction in a refunding.[40] Proposed Rule G-12(c)(v)(A)(7)(c)(iii) would codify the computation and content requirements applicable to securities subject to a series of pricing calls at declining premiums, securities that, at the time of trade, are subject to a notice of a pricing call at any time, and additional requirements for zero coupon securities.[41] Proposed Rule G-12(c)(v)(A)(7)(c)(iv) would require all yield and dollar price computations to be made in accordance with MSRB Rule G-33, on calculations (“Rule G-33”); [42]
○ Proposed Rule G-12(c)(v)(A)(7)(d) would not require yield to be shown for securities traded on a discounted basis and would not require dollar price to be shown for when-issued trades.[43] These exceptions would be incorporated from the first and third paragraphs following existing Rule G-12(c)(v)(N).[44]
- Amount of concession; [45]
- Final monies; [46] and
- Delivery of securities.[47]
Securities Identification Information
The proposed rule change would codify certain informational elements consisting of securities identification information into proposed Rule G-12(c)(v)(B).[48] The proposed rule change would require inter-dealer confirmations to include the following elements of securities identification information.
- The name of the issuer; [49]
- A securities identifier, if any, such as a CUSIP number or an alternative securities identifier that is mutually agreed upon between two parties; [50]
- Maturity date; [51]
- Interest rate; [52] and,
- Dated date.[53]
Securities Additional Information
The proposed rule change would move and modify language from existing Rule G-12(c)(vi)(I) to proposed new Rule G-12(c)(v)(C), which would retain the requirement that the confirmation include any additional information necessary to ensure that the parties agree to the details of the transaction, beyond the information that would be required under proposed Rule G-12(c)(v)(A), and would add reference to ensuring that the parties have uniquely identified the specific securities being transacted, beyond the information that would be required under proposed Rule G-12(c)(v)(B).[54] Although the MSRB expects that such additional information would only rarely be needed, the MSRB believes that such additional information about the securities at certain times may be necessary particularly where no CUSIP number or other alternative identifier has been assigned to the securities and/or where some event or change to the securities gives rise to the need to distinguish the subject securities from other securities that previously were fully fungible but which have become no longer fungible.[55]
Amendments To Remove Certain Existing Requirements
The proposed rule change would remove current rule text pertaining to confirmation requirements that are primarily of a descriptive nature and are neither securities transaction information nor securities identification information.[56] The proposed rule change would also retire certain pieces of MSRB interpretive guidance currently memorializing such requirements.[57] The proposed rule change would remove the following confirmation requirements, which pertain to securities descriptive information.
- Credit backing (from current Rule G-12(c)(v)(E)); [58]
- Features of securities (from current Rule G-12(c)(vi)(B), (E) and (G)); [59]
- Status of securities (from current Rule G-12(c)(vi)(H)); [60] and
- Tax information (from current Rule G-12(c)(vi)(C) and (D)).[61]
The MSRB stated that removing such requirements from inter-dealer confirmations would have no impact on whether dealers selling municipal securities in an inter-dealer transaction with features that would have been subject to confirmation disclosures under the current language of Rule G-12(c) must still comply with their obligations under other MSRB rules.[62]
Addition of a New Definition Section and Other Technical Amendments to the Rule
The proposed rule change would add a definition section to Rule G-12(c) and reorganize and compile relevant definitions within the proposed rule text.[63] The new definitions section would include the terms “stepped coupon securities,” “zero coupon securities,” “stripped coupon securities” and “pricing call,” codified as Rule G-12(c)(vi)(A)-(D). 64 ( printed page 37483) Additionally, the proposed rule change would implement certain technical amendments to Rule G-12 as noted below:
- The proposed rule change would update certain internal cross references relating to the delivery of securities in Rule G-12(e)(ii),[65] on securities delivered, and Rule G-12(e)(iii),[66] on delivery ticket. The proposed rule change would also update Rule G-12(e)(v), on units of delivery under delivery of securities, to remove a separate reference to information regarding denomination of certificates to be delivered in case of bearer bonds since bearer bonds are no longer issued in the primary municipal securities market and any outstanding bearer bonds could be delivered in the same denominations applicable generally to municipal securities.[67]
- The proposed rule change would also update internal cross-references under Rule G-12(g)(i) and (ii), on the reclamation requirements, from subparagraph (c)(v)(E) to paragraph (v)(B)(1)-(3) of section (c) of this rule.[68]
Retirement of Interpretive Guidance Codified in the Proposed Rule Text and Amendment of Certain Interpretive Guidance
As discussed above, the proposed rule change would amend Rule G-12(c) not only through reorganization of existing rule text but also through the codification of certain pieces of related MSRB interpretive guidance.[69] The proposed rule change would retire such interpretive guidance in whole or have the relevant portions modified or removed in light of the incorporation of such requirements into the rule language.[70]
The proposed rule change would fully retire MSRB Interpretive Guidance, Confirmation Disclosure Requirements for Callable Municipal Securities (Feb. 20, 1986), pertaining to confirmation of disclosure requirements for callable municipal securities, since the requirements of Rule G-12(c), as amended by the proposed rule change, would codify the confirmation requirements set forth therein.[71]
In addition, the proposed rule change would amend five other pieces of MSRB interpretive guidance to modify certain rule references to reflect current rule language, including the new language of Rule G-12(c) under the proposed rule change, or to remove portions of such guidance that would be codified by the proposed rule change, that have previously been codified into MSRB rules, or that address outdated practices that are no longer relevant in the market, with the remaining portions of such guidance continuing to be in effect:
- MSRB Interpretive Guidance, Yield Disclosures: Yields to Call on Zero Coupon Bonds (Jan. 4, 1984), which would be amended to conform a reference to Rule G-12 to the appropriate portion of the rule (as it would be modified by the proposed rule change) and a parallel reference to Rule G-15 to the appropriate current provision of that rule, as well as to make a minor language change to reflect current rule language; [72]
- MSRB Interpretive Guidance, Confirmation Requirements for Partially Refunded Securities (Aug. 15, 1989), which would be amended to remove references to Rule G-12, to conform references to Rule G-15 to the appropriate current provisions of that rule, and to remove references to retired guidance; [73]
- MSRB Interpretive Guidance, Notice of Interpretation on Escrowed-to-Maturity Securities: Rules G-17, G-12 and G-15 (Sep. 21, 1987), which would be amended to delete the first and last sections of the guidance so that the guidance would only apply to issues under MSRB Rule G-17 (“Rule G-17”), on conduct of municipal securities and municipal advisory activities; [74]
- MSRB Interpretive Guidance, Notice Concerning Stripped Coupon Municipal Securities (Mar. 13, 1989), which would be amended by removing language in the guidance pertaining to the confirmation requirements under Rules G-12 and G-15 for transactions in stripped coupon municipal securities which either were previously incorporated into Rule G-15 and/or would be codified into Rule G-12(c) pursuant to the proposed rule change; [75]
- MSRB Interpretive Guidance, Calculation of Price and Yield on Continuously Callable Securities (Aug. 15, 1989), which would be amended to conform a reference to Rule G-12 to the appropriate portion of the rule (as it would be modified by the proposed rule change) and a parallel reference to Rule G-15 to the appropriate current provision of that rule.[76]
III. Discussion and Commission Findings
The Commission has carefully considered the proposed rule change. The Commission finds that the proposed rule change is consistent with the requirements of the Exchange Act and the rules and regulations thereunder applicable to the MSRB.
In particular, the Commission finds that the proposed rule change is consistent with the provisions of Section 15B(b)(2)(C) of the Exchange Act,[77] which provides that the MSRB's rules shall be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in municipal securities and municipal financial products, to remove impediments to and perfect the mechanism of a free and open market in municipal securities and municipal financial products, and, in general, to protect investors, municipal entities, obligated persons, and the public interest. The Commission believes that the proposed rule change will foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitate transactions in municipal securities by streamlining the current rule requirements regarding the exchange and comparison of key information for transactions that are ineligible for automated comparison.[78] The Commission also believes that the ( printed page 37484) proposed rule change will remove impediments to and perfect the mechanism of a free and open market in municipal securities and municipal financial products because it clarifies the requirements of Rule G-12(c) applicable to inter-dealer transactions in digital, tokenized, and other municipal securities that do not have CUSIP numbers.[79]
The Commission further believes that the proposed rule change will prevent fraudulent and manipulative acts and practices, and protect investors, municipal entities, obligated persons, and the public interest, because clarifying the required informational elements and consolidating guidance into the rule text and retiring outdated guidance will facilitate compliance by dealers with their requirements under Rule G-12(c), thus making it more likely that customers receive key securities and transaction information.[80]
The Commission also finds that the proposed rule change is consistent with the provisions of Section 15B(b)(2)(C) of the Exchange Act,[81] which requires that MSRB rules not be designed to impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. The Commission finds that the proposed rule change would not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Exchange Act because the proposed rule change applies equally to all dealers who engage in transactions subject to Rule G-12(c).[82] Additionally, the proposed rule change would apply a uniform standard for information required to be provided under Rule G-12(c).[83]
In approving the proposed rule change, the Commission has also considered the proposed rule change's impact on efficiency, competition, and capital formation under Section 3(f) of the Exchange Act.[84] The Commission finds that the record for the proposed rule change does not contain any information to indicate that the proposed rule change would have a negative impact on efficiency, competition, or capital formation.[85] In fact, the proposed rule change could promote market efficiency and capital formation by clarifying the requirements of Rule G-12(c) applicable to inter-dealer transactions in digital, tokenized, or other municipal securities that do not have CUSIP numbers.[86]
For the reasons noted above, the Commission finds that the proposed rule change is consistent with the Exchange Act.
IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the Exchange Act,[87] that the proposed rule change (SR-MSRB-2026-01) be, and hereby is, approved.