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 October 29, 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 and II below, which Items have been prepared by FINRA. FINRA has designated the proposed rule change as constituting a “non-controversial” rule change under paragraph (f)(6) of Rule 19b-4 under the Act,^[3] 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 adopt FINRA Rule 1240.03 (Senior Leader Regulatory Element Interim Program) and make a conforming amendment to FINRA Rule 1240(a)(6) (Delivery of the Regulatory Element) to establish an interim program of Regulatory Element Continuing Education (“CE”) that would be voluntary and provide member firms with the option for their senior leaders to complete continuing education.

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

Pursuant to Rule 1240, registered persons of member firms are required to complete CE that consists of two mandatory programs, a Regulatory Element and a Firm Element. Regulatory Element CE, which is administered by FINRA, focuses on regulatory requirements and industry standards. Firm Element CE is provided by each member firm to its registered persons and focuses on the firm's securities products, services and strategies, its policies, and industry trends.

FINRA has received a variety of suggestions from member firms and industry groups regarding changes to the Regulatory Element CE requirement for senior leaders ( e.g., chief executive officer, chief financial officer). FINRA received similar suggestions regarding this topic in response to Regulatory Notice 25-07.^[4]

FINRA believes that Regulatory Element CE provides individuals with valuable training on recent developments in regulatory requirements and industry standards, and as such, CE is appropriate for all registered persons, including senior leaders. FINRA, however, recognizes that senior leaders at member firms may realize greater benefit from Regulatory Element CE training that draws from the annual Regulatory Element content but is tailored to their unique roles at a member firm. Senior leaders may engage with FINRA rules differently than frontline representatives and principals because they have broader visibility and responsibilities across their member firm, and often its broader organizational structure. FINRA believes that Regulatory Element CE content for such leaders therefore may be more effective if it covers the information addressed in the various Regulatory Element CE learning plans but presents the information from a broader, firm- ( printed page 69898) wide perspective. Such content could focus on firm risks, control systems, approaches to pressure-test firm capabilities and vulnerabilities, and similar enterprise-level considerations.

Therefore, FINRA is proposing to adopt Rule 1240.03 to establish a Senior Leader Regulatory Element Interim Program (“Interim Program”).^[5] The proposed Interim Program, which would operate for just over two full years, would provide member firms with the option for their senior leaders to complete continuing education covering Regulatory Element topics, such as new and amended rules and regulatory trends, framed from the perspective of their unique roles and responsibilities at a member firm. Under the proposed Interim Program, participating senior leaders would continue to be required to take this continuing education on an annual basis, but the content of the training and the method of delivery would be different.^[6]

For the proposed Interim Program, FINRA would, as it does today, develop the Regulatory Element CE training materials on an annual basis. In developing these training materials, FINRA would consider the annual learning plan topics assigned to each registration category. However, rather than limiting the content to the specific registration categories the senior leaders hold, the materials would cover content across all registration categories. FINRA would present significant rule changes, key regulatory developments and other Regulatory Element topics from the unique organizational vantage point of senior leaders. The materials would remain consistent with the core objectives of Regulatory Element CE but would be tailored to that senior leader audience. FINRA would make the Regulatory Element CE training materials available to those member firms that elect to participate in the proposed Interim Program. Unlike the manner in which Regulatory Element CE is currently delivered, the chief compliance officer (“CCO”) or other senior compliance officer at a member firm participating in the proposed Interim Program would provide the training to the participating senior leaders (including any participating senior leaders of affiliated entities).^[7] Further, the CCO or other senior compliance officer would have the discretion to supplement the training materials to provide the most relevant and effective training for the senior leaders at his or her firm; there would be no requirement to create or deliver any additional material specific to the registration(s) that any of the senior leaders hold.

A senior leader who participates in the proposed Interim Program would be required to certify that he or she has completed the Regulatory Element CE training, and the member firm would need to retain such certification for at least three years. In addition, CCOs of member firms that choose to participate in the proposed Interim Program would be required to identify to FINRA those senior leaders who completed the training and demonstrated proficiency in the subject matter covered by the educational material.^[8] Senior leaders who participate in the proposed Interim Program and successfully complete the training would satisfy their annual Regulatory Element CE under Rule 1240. Those senior leaders who do not participate in the proposed Interim Program would be required to complete the Regulatory Element CE courses assigned by FINRA, as they do today.

As noted, FINRA is proposing to establish the Interim Program for a period of just over two full years. The proposed Interim Program would be voluntary and no member firm would be required to participate. While the proposed Interim Program is in place, FINRA would evaluate the demand for the proposed Interim Program and whether it is meeting the goals of Regulatory Element CE for senior leaders at member firms.^[9] If no further action is taken, the proposed Interim Program would automatically sunset at the end of the designated period.

FINRA has filed the proposed rule change for immediate effectiveness and has requested that the Commission waive the requirement that the proposed rule change not become operative for 30 days after the date of filing so FINRA can implement the proposed rule change immediately.^[10]

2. Statutory Basis

FINRA believes that the proposed rule change is consistent with the provisions of Section 15A(b)(6) of the Act,^[11] which requires, among other things, that FINRA rules 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 rule change continues FINRA's commitment to its Regulatory Element CE program while providing appropriate flexibility for member firms and senior leaders. In particular, FINRA notes that the proposed rule change maintains the requirement that all registered persons complete appropriate Regulatory Element content on an annual basis.

As previously noted, participation in the proposed Interim Program would be voluntary so a member firm could require its senior leaders to continue to take the Regulatory Element CE that has been assigned for the specific registration categories that they hold if the member firm concludes that such training would be more appropriate based on their roles and responsibilities at the member firm. However, FINRA believes that the proposed rule change would provide an alternative Regulatory Element CE for senior leaders that would be a valuable option for member firms and also protect investors and the public interest. In this regard, under the proposed rule change, senior leaders would not be exempt from the annual Regulatory Element requirement; only the framing and method of delivery of the training would differ. The proposed rule change would provide member firms with the option for their senior leaders to take Regulatory Element CE training that addresses significant rule changes, key regulatory developments ( printed page 69899) and core knowledge areas specifically tailored for senior leaders. Further, the ability of a member firm's CCO or other senior compliance officer to supplement the training materials would help to further ensure that the CE training is particularly effective for the member firm's senior leaders.

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

As explained above, the proposed Interim Program would be voluntary and provide members with the option for their senior leaders to complete Regulatory Element CE training that is targeted to their unique roles and responsibilities at members.^[12] FINRA has undertaken an economic impact assessment to analyze the potential economic impacts of the proposed rule change, relative to the current baseline. The economic baseline includes Rule 1240, as well as how senior leaders engage with FINRA rules due to their broader visibility into, and responsibilities across, their member firms. FINRA does not have a reliable estimate of the number of senior leaders who may be eligible to participate in the proposed Interim Program, or of the number who may choose to participate.

The costs and benefits of the proposed Interim Program will depend on the ongoing cost of administering the program and its effectiveness. Because the proposed Interim Program is voluntary, members are not expected to use this option unless they believe the change benefits the firm overall. FINRA will evaluate whether the proposed Interim Program is meeting the goals of Regulatory Element CE for member firms. Any potential unintended impacts would be limited due to the term of the Interim Program.

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

Because the foregoing proposed rule change does not: (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act ^[13] and Rule 19b-4(f)(6) thereunder.^[14]

A proposed rule change filed under Rule 19b-4(f)(6) normally does not become operative for 30 days after the date of filing. However, pursuant to Rule 19b-4(f)(6)(iii),^[15] the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. As noted in its Form 19b-4 and above in Item II, FINRA has requested that the Commission waive the 30-day delay requirement so that the proposed rule change may become operative immediately upon filing.

More specifically, FINRA stated in its request that immediate operability would enable FINRA to implement the proposed rule change so that member firms have a meaningful opportunity to elect participation in the Interim Program for the current CE cycle, identify eligible senior leaders, and complete any necessary planning and administrative steps before the December 31, 2026 Regulatory Element CE deadline. FINRA further stated that immediate operability would also permit FINRA to provide firms with Interim Program materials, begin operating the Interim Program during the remaining two months in the first year of the proposed interim period, which runs for just over two full years, and collect data regarding demand for the program that would include the remaining months in 2026. According to FINRA, absent a waiver, the reduced period between operability and the year-end Regulatory Element CE deadline could significantly limit firms' ability to participate in the proposed Interim Program during the remaining months in the 2026 CE cycle and, as a result, diminish the value of the proposed Interim Program during that same year. In addition, FINRA stated that immediate operability would also allow member firms to begin evaluating whether they wish to participate in the proposed Interim Program for the 2027 Regulatory Element CE cycle, and if so, start to identify which of their senior leaders should complete the training via the proposed Interim Program. For these reasons, the Commission believes that waiving the 30-day operative delay for this proposed rule change is consistent with the protection of investors and the public interest. Accordingly, the Commission hereby waives the 30-day operative delay and designates the proposed rule change operative upon filing.^[16]

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-2026-023 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-2026-023. 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/​ ( printed page 69900) 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-2026-023 and should be submitted on or before November 27, 2026.