Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 19b-4 thereunder,^[2] notice is hereby given that on September 15, 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. FINRA has designated the proposed rule change as “establishing or changing a due, fee or other charge” under Section 19(b)(3)(A)(ii) of the Act ^[3] and Rule 19b-4(f)(2) thereunder,^[4] which renders the proposal effective upon receipt of this filing by the Commission. 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 modify the implementation schedule of amendments adopted in SR-FINRA-2024-019, as modified in SR-FINRA-2025-007, with respect to the adjustment of FINRA fees to provide sustainable funding for FINRA's regulatory mission.

The text of the proposed rule change is available on FINRA's website at 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

In November 2024, FINRA filed for immediate effectiveness a proposed rule change to increase the revenues that FINRA, as a not-for-profit self-regulatory organization, relies upon to fund its regulatory mission.^[5] The fees raised related to FINRA's core regulatory functions as well as select fees related to the use of FINRA programs and services and were designed to closely align FINRA's revenues with its projected costs. The fee increases would be phased in gradually over a five-year period from 2025 through 2029.^[6]

Over recent years, FINRA's operating revenues have increased significantly—well beyond projections—and may continue increasing in the coming years. This revenue increase is driven by a combination of higher average daily trading volume, higher member revenues, and the impact of the 2024 Fee Filing.^[7]

In addition, FINRA's expenses have been reduced. In 2025, FINRA undertook a strategic realignment to enhance the efficiency and effectiveness of its operations. This realignment is consistent with FINRA's commitment to a culture of continuous improvement with a rigorous focus on carefully managing costs and identifying new efficiency opportunities where consistent with its mission. Among other changes, this included the consolidation of Enforcement, Member Supervision and Market Oversight functions into a new Regulatory Operations department; the consolidation of certain market services and utility functions into a new Market & Regulatory Services department; leveraging innovative technology throughout our regulatory program; a voluntary buyout for staff; and other organizational changes and enhancements.^[8] This realignment has been primarily responsible for a ten percent budgeted expense reduction for fiscal year 2026.^[9]

FINRA actively monitors its reserves and takes action as appropriate to address potential surpluses (or reserve levels above target).^[10] In response to higher-than-anticipated fees received in 2025 and 2024, FINRA rebated $100 million of 2025 fees in March 2026, and rebated $50 million of 2024 fees in 2025.^[11] FINRA is also prepared to further address revenue surpluses in 2026.

However, looking forward, if FINRA implements the remaining fee increases as scheduled, FINRA anticipates that its revenues will continue to exceed its expenses, resulting in excess reserve levels beyond those targeted under the Financial Guiding Principles.^[12] Therefore, FINRA is now proposing to modify the implementation schedule for the remaining fee increases by delaying the implementation of those fee changes by two years.

Proposal

The proposed rule change would postpone for two years implementation of all fee changes adopted in the 2024 Fee Filing scheduled to take effect between January 1, 2027 and January 1, 2029. This includes the following core regulatory fees: Gross Income Assessment (or GIA), Trading Activity Fee (or TAF), Personnel Assessment (or PA), Branch Office System Processing Fee, Registration Fees, System Processing, and Renewal Late Fee. It also includes two use-based fees: Corporate Financing Private Placement Review Fee and Corporate Financing Public Offering Review Fee.^[13]

During the two-year postponement, members would be charged at the 2026 rates. The postponement would result in the following implementation schedule for the remaining fee changes:

• On January 1, 2029, the previously adopted 2027 fee changes would take effect;
• On January 1, 2030, the previously adopted 2028 fee changes would take effect; and
• On January 1, 2031, the previously adopted 2029 fee changes would take effect.^[14]

The postponed revenue collection resulting from the proposed rule change would result in member savings as compared to the 2024 Fee Filing. Savings for members is measured as the difference between the total revenue expected to be collected from the member under the fee changes adopted in the 2024 Fee Filing over the four-year transitional period ( i.e., 2027 through 2030) and the total expected to be collected from the member according to this proposed rule change over the same period. The median savings rate ^[15] for all members would be 7.2%, representing approximately $718 million in total savings to members over the four-year transitional period. As discussed further below, the estimated savings rates for FINRA members would be similar for members based on firm size and business model. The savings accrue over only the four-year transitional period, as under the proposed rule change the fee rates in 2031 and later years would be the same as under the 2024 Fee Filing.

The proposed rule change would allow FINRA to maintain its reserve balance at its target level based on FINRA's projected revenue and costs,^[16] while preserving the equitable allocation of fees adopted in the 2024 Fee Filing.^[17]

The proposed implementation schedule for each specific fee is described below. ( printed page 60429)

FINRA has filed the proposed rule change for immediate effectiveness. The effective date and the implementation date will be the date of filing. The proposed rule change would modify the previously adopted fee implementation schedule as follows: from January 1, 2027 through December 31, 2028, fees would remain at 2026 rates; implementation of fees scheduled to begin on January 1, 2027 would instead commence on January 1, 2029; implementation of fees scheduled to begin on January 1, 2028 would instead commence on January 1, 2030; and implementation of fees scheduled to begin on January 1, 2029 would instead commence on January 1, 2031.^[18]

2. Statutory Basis

FINRA believes that the proposed rule change is consistent with the provisions of Section 15A(b)(5) of the Act,^[19] which requires, among other things, that FINRA rules provide for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using any facility or system that FINRA operates or controls. FINRA further believes that the proposed rule change is consistent with the provisions of Section 15A(b)(6) of the Act,^[20] which requires, among other things, that FINRA rules are not designed to permit unfair discrimination between customers, issuers, brokers or dealers.

The proposed rule change maintains the same equitable and not unfairly discriminatory allocation of fees adopted in the 2024 Fee Filing. The proposed rule change simply modifies the implementation schedule of this equitable allocation of fees, resulting in savings to members and users of FINRA services.^[21] As described below, the savings are equitable and nondiscriminatory across members by size and business model.

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 Act.

Economic Impact Assessment

FINRA has undertaken an economic impact assessment, as set forth below, to analyze the regulatory need for the proposed rule change, its potential economic impacts—including anticipated costs, benefits, and distributional and competitive effects—relative to the current baseline, and the alternatives FINRA considered in assessing how best to meet its regulatory objectives.

Regulatory Need

Since the adoption of the 2024 Fee Filing, FINRA's financial position has improved materially relative to the projections underlying that filing. As a result of the 2025 strategic realignment discussed above, FINRA's expenses have been reduced, while operating revenues are expected to increase due to higher trading activities, higher member revenues, and the impact of the 2024 Fee Filing.

As discussed above, based on an analysis of funding sources, anticipated costs, and an assessment of current and projected market activities, FINRA has determined that a modification to the implementation schedule of the fee increases adopted in the 2024 Fee Filing is appropriate at this time.

Economic Baseline

The baseline for this proposed rule change includes FINRA's current and projected costs and revenues, the implementation schedule of fee increases adopted in the 2024 Fee Filing as modified by SR-FINRA-2025-007, and the direct and indirect allocation of those fees across members, associated persons, third parties, and investors. The baseline also encompasses the scope of activities conducted by FINRA to meet its mission and FINRA's current financial position.^[22]

Economic Impact

The proposed rule change is designed to provide savings to FINRA members while preserving FINRA's ability to both maintain its reserve balance within levels targeted under the Financial Guiding Principles and continue to meet its regulatory mission. By delaying the implementation of fee increases, the proposed rule change would reduce the near-term fee burden on members without significantly altering the long-term fee structure or the equitable allocation of fees established in the 2024 Fee Filing.

FINRA's economic analysis below measures member savings, savings rates and the distribution of savings rates across members during the four-year transitional period ( i.e., 2027-2030). As mentioned above, total industry savings over this period are anticipated to be approximately $718 million, representing approximately 9% of total baseline revenue over the same period. On a per-member basis, the median four-year savings amount is $5,199, reflecting the fact that most FINRA members are small firms. The median four-year savings rate is 7.2%, and the average four-year savings rate is 6.7%.

Savings vary across years. The highest savings rates are in 2028, followed by 2029, 2027, and 2030, which has the lowest savings rate. This reflects the structure of the two-year delay in the phase-in schedule.

To better understand the distribution of savings across members, FINRA analyzed the dispersion of four-year savings rates around the median for all members and for groupings defined by firm size and business model. ( printed page 60432)

As the table shows, approximately 69% of all members fall within one standard deviation, plus or minus, of the median savings rate (the central savings band). Approximately 94% of all members fall within two standard deviations. The dispersion of savings rates is similar across all firm size categories and business models.

Charts 1 through 10 provide additional detail on the dispersion of four-year savings rates by firm size, business model, and overall.^[23] In each case, the proposed rule change limits the number of members that fall beyond two standard deviations from the median in either direction. In particular, the proposed rule change limits the number of members that would be expected to experience a materially higher savings rate than the median (as defined by two standard deviations). For the entire population of members, FINRA estimates that 0.2% would experience savings greater than two standard deviations from the median savings.

Taken together, these results indicate that the proposed rule change provides savings that are equitably distributed across the membership, maintaining a similar proportional allocation of fees across firm sizes and business models established in the 2024 Fee Filing.

FINRA does not anticipate that the proposed rule change will materially impact competition among members or between members and other providers of financial services. The proposed rule change is a one-time delay, maintaining the same long-term allocation of fees adopted in the 2024 Fee Filing. To the extent that the proposed rule change reduces the near-term cost burden on members, it may modestly benefit members relative to non-FINRA-regulated providers of financial services; however, FINRA does not believe this effect is material, as the fee delay does not alter the fundamental regulatory framework or the relative cost structure of FINRA membership.

Alternatives Considered

In developing this proposal, FINRA considered alternatives to the proposed two-year delay.

FINRA considered permanently reducing or eliminating certain of the fee increases adopted in the 2024 Fee Filing rather than delaying them, but did not pursue this approach because doing so could impair sustainable funding if key assumptions underlying FINRA's financial projections change materially.

FINRA also considered continuing to address revenue surpluses solely by issuing additional rebates rather than modifying the fee increase implementation schedule. FINRA determined that the proposed schedule modification is appropriate, as it provides members with greater certainty and predictability in their budgeting and planning processes than retrospective rebates.^[24]

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

The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act ^[25] and paragraph (f)(2) of Rule 19b-4 thereunder.^[26] At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or 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 Act. Comments may be submitted by any of the following methods:

Electronic Comments

• Use the Commission's internet comment form (www.sec.gov/​rules/​sro.shtml); or
• Send an email torule-comments@sec.gov. Please include File Number SR-FINRA-2026-020 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-2026-020. 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 only one method. The Commission will post all comments on the Commission's internet website ( 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 ( printed page 60433) publication submitted material that is obscene or subject to copyright protection. All submissions should refer to File Number SR-FINRA-2026-020 and should be submitted on or before October 14, 2026.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.^[27]