2024-27764. Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adjust FINRA Fees To Provide Sustainable Funding for FINRA's Regulatory Mission

Fee Implementation Schedule

Fee	Implementation schedule
Advertising Regulation Review	2025.
DRS Arbitration	2025.
Regulation T and Exchange Act Rule 15c3-3(n) Requests for Extension of Time	2025.
Corporate Financing Private Placement Review	2025 (Q3).
Corporate Financing Public Offering Review	2025 (Q3)-2029.
Branch Office Fees	2026, 2028.
Continuing Education Regulatory Element	2026.
Late Disclosure	2026.
Qualification Examination	2026.
System Processing	2026, 2028.
GIA	2026-2028.
TAF	2026-2029.
PA	2026-2029.
Registration	2028.
Renewal Late Fee	2028.

Taken together, the proposed rule change is projected to generate additional revenue of between $40 million and $160 million each year compared to the previous year from 2025 through 2029. The amount of the increase varies each year due to the phased implementation schedule described above. Cumulatively, the proposed rule change would increase FINRA's annual fee revenues by an estimated $450 million (once fully implemented in 2029) as compared to the annual fee revenues that would have existed in the absence of the proposed rule change. As such, the proposed rule change is calibrated to cover FINRA's projected budget deficit and achieve a balanced budget by 2029.^[27] This approach will retain FINRA's reserve balance at its target level based on FINRA's projected revenue and costs,^[28] while providing members advance notice of fee increases, phasing some of the increases over multiple years, and maintaining an equitable allocation of fees among FINRA members. As discussed further below, under the proposed rule change, the current proportion of fees borne by FINRA members based on firm size and business model, respectively, would remain stable through 2029.^[29]

In total, the proposed fee changes will result in a compounded annualized growth rate (“CAGR”) of 5.3% across total FINRA fees between 2025 and 2029.^[30] Excluding specific fees typically passed on by members,^[31] the CAGR between 2025 and 2029 is projected to be 4.8% for FINRA members. Further, assuming that the majority, if not all, of TAF is also passed directly through to investors, the fee increase CAGR falls to the 3% to 4% range for FINRA members.^[32] During the same period, FINRA reasonably anticipates that its future expenses will grow at a CAGR of 5.9%, with a portion of such expense growth covered by anticipated cash flow sources other than the proposed fee increases. FINRA's fees will continue to represent a small dollar proportion of industry revenues as reported in FOCUS reports. FINRA estimates that FINRA's total fees when the proposed fee increases are fully implemented would represent approximately 0.31% of recent industry revenues by 2029.^[33]

In sum, the proposed rule change is designed to collect the targeted revenue amount needed to address FINRA's projected budget deficit through a combination of core regulatory and select use-based fees that yield an equitable overall fee increase across member size and type. The proposed rule change is thus designed to preserve the same SEC-approved, equitable fee allocation across members that FINRA has maintained for years by minimizing the change to distribution of fees across members.

Each specific fee in the proposed rule change is described below.

Core Regulatory Fees

Gross Income Assessment

The GIA is a core regulatory fee designed to correlate to one of the three critical components of FINRA's regulatory costs—the size of a firm (based on revenue). Accordingly, the GIA is based on a firm's annual gross revenue,^[34] employing a graduated seven-tier rate structure that has applied since 2008.^[35]

( print page 93713)

Section 1(c) of Schedule A to the FINRA By-Laws sets forth the GIA. The current rates, which reflect the fee adjustments made from 2022 through 2024, are as follows:

(1) $1,200.00 on annual gross revenue up to $1 million;

(2) 0.1732% of annual gross revenue greater than $1 million up to $25 million;

(3) 0.3705% of annual gross revenue greater than $25 million up to $50 million;

(4) 0.0738% of annual gross revenue greater than $50 million up to $100 million;

(5) 0.0520% of annual gross revenue greater than $100 million up to $5 billion;

(6) 0.0566% of annual gross revenue greater than $5 billion up to $25 billion; and

(7) 0.1219% of annual gross revenue greater than $25 billion.

Thus, for example, under the current rates, for a member with annual gross revenue of $30 billion, the GIA would be calculated as follows: the first $1 million at the Tier 1 rate ($1,200), plus the next $24 million at the Tier 2 rate (0.1732%), plus the next $25 million at the Tier 3 rate (0.3705%), plus the next $50 million at the Tier 4 rate (0.0738%), plus the next $4.9 billion at the Tier 5 rate (0.0520%), plus the next $20 billion at the Tier 6 rate (0.0566%), plus the final $5 billion at the Tier 7 rate (0.1219%), for a total assessment of $20,135,293.

FINRA is proposing the following changes to its GIA tier rates from 2026 through 2028.^[36]

GIA—Proposed Implementation

Tier (revenue)	2024 (current)	2025 (no change)	2026	2027	2028	2029
$0 to $1 million	$1,200	$1,200	$1,200	$1,200	$1,200	$1,200
Greater than $1 million up to $25 million	0.1732%	0.1732%	0.1827%	0.2056%	0.2280%	0.2280%
Greater than $25 million up to $50 million	0.3705%	0.3705%	0.3909%	0.4397%	0.4877%	0.4877%
Greater than $50 million up to $100 million	0.0738%	0.0738%	0.0779%	0.0876%	0.0972%	0.0972%
Greater than $100 million up to $5 billion	0.0520%	0.0520%	0.0549%	0.0618%	0.0685%	0.0685%
Greater than $5 billion up to $25 billion	0.0566%	0.0566%	0.0597%	0.0672%	0.0745%	0.0745%
Greater than $25 billion	0.1219%	0.1219%	0.1286%	0.1447%	0.1604%	0.1604%

Thus, for example, under the new rates once fully implemented in 2029, for a member with annual gross revenue of $30 billion, the GIA would be calculated as follows: the first $1 million at the Tier 1 rate ($1,200), plus the next $24 million at the Tier 2 rate (0.2280%), plus the next $25 million at the Tier 3 rate (0.4877%), plus the next $50 million at the Tier 4 rate (0.0972%), plus the next $4.9 billion at the Tier 5 rate (0.0685%), plus the next $20 billion at the Tier 6 rate (0.0745%), plus the final $5 billion at the Tier 7 rate (0.1604%), for a total assessment of $26,502,945.

When the proposed GIA rates are fully implemented, they are designed to generate an additional $80 million in annual revenue by 2029. The proposed GIA increase preserves the existing seven-tier structure and calculation method while raising each tier proportionately. With these proposed increases, the GIA structure would continue to reflect the costs associated with performing regulatory responsibilities across FINRA's diverse population of members. Notably, the proposed rule change would not increase the flat $1,200 fee for members with revenues of $1 million or less. Maintaining this fee level for the smallest members preserves FINRA's existing approach to cost distribution between members of varying sizes.

Further, FINRA seeks to preserve the historical proportionality across fees associated with the three main components of FINRA's regulatory costs—the size of the firm measured by firm revenue, the firm's trading activity, and the number and role of persons registered with the firm—with the aim of collecting a generally comparable amount of revenue from fees associated with each of these components once the proposed rule change is fully implemented. To that end, the proposed rule change would increase the GIA at a reduced rate relative to the other core regulatory fees. This is because, for 2024, GIA revenues exceeded projections due to record aggregate industry revenues. As a result, FINRA has proposed to phase in the proposed increases to the GIA more gradually, and at a reduced rate, relative to the other core regulatory fees to help preserve historical proportionality across these fees and achieve a generally comparable revenue distribution. FINRA believes this proportional approach to fee increases will provide member firms a greater degree of certainty and predictability, as it seeks to maintain consistency with FINRA's existing equitable fee distribution. FINRA further believes its proportional approach reduces the potential for unintended impacts on the services provided by member firms, and the business models they adopt, that could arise from significant changes to fee distribution.

Trading Activity Fee

The TAF is a core regulatory fee designed to correlate to a critical component of FINRA's regulatory costs—the trading activity of a firm. ( print page 93714) FINRA initially adopted the TAF in 2002, modeled on the Commission's transaction-based Section 31 fee.^[37] The TAF is generally assessed on the sale of all exchange-listed securities wherever executed (except debt securities that are not TRACE-Eligible Securities), over-the-counter equity securities, security futures, TRACE-Eligible Securities (provided that the transaction is a Reportable TRACE Transaction), and all municipal securities subject to Municipal Securities Rulemaking Board reporting requirements.^[38] The current TAF rates, which reflect the fee adjustments made from 2022 through 2024, are:

(1) $0.000166 per share for each sale of a covered equity security, with a maximum charge of $8.30 per trade;

(2) $0.00279 per contract for each sale of an option;

(3) $0.00011 per contract for each round turn transaction of a security future, provided there is a minimum charge of $0.014 per round turn transaction;

(4) $0.00105 per bond for each sale of a covered TRACE-Eligible Security (other than an Asset-Backed Security) and/or municipal security, with a maximum charge of $1.05 per trade; and

(5) $0.00000105 times the value, as reported to TRACE, of a sale of an Asset-Backed Security, with a maximum charge of $1.05 per trade.^[39]

FINRA is proposing the following changes to its TAF rates between 2026 and 2029:

TAF—Proposed Implementation

Security type	2024 (current)	2025 (no change)	2026	2027	2028	2029
Covered Equity Security	$0.000166 per share (up to $8.30 max per trade)	$0.000166 per share (up to $8.30 max per trade)	$0.000195 per share (up to $9.79 max per trade)	$0.000232 per share (up to $11.61 max per trade)	$0.000240 per share (up to $12.05 max per trade)	$0.000249 per share (up to $12.50 max per trade).
Options	$0.00279 per contract	$0.00279 per contract	$0.00329 per contract	$0.00390 per contract	$0.00404 per contract	$0.00420 per contract.
Security Future	$0.00011 per contract (with $0.014 minimum per round turn transaction)	$0.00011 per contract (with $0.014 minimum per round turn transaction)	$0.000135 per contract (with $0.016 minimum per round turn transaction)	$0.00016 per contract (with $0.019 minimum per round turn transaction)	$0.000166 per contract (with $0.020 minimum per round turn transaction)	$0.000172 per contract (with $0.021 minimum per round turn transaction).
TRACE-Eligible Security (Other than Asset-Backed Security) or municipal security	$0.00105 per bond (up to $1.05 max per trade)	$0.00105 per bond (up to $1.05 max per trade)	$0.00124 per bond (up to $1.24 max per trade)	$0.00147 per bond (up to $1.47 max per trade)	$0.00153 per bond (up to $1.53 max per trade)	$0.00158 per bond (up to $1.58 max per trade).
TRACE-Eligible Asset-Backed Security	$0.00000105 times reported value (up to $1.05 max per trade)	$0.00000105 times reported value (up to $1.05 max per trade)	$0.00000124 times reported value (up to $1.24 max per trade)	$0.00000147 times reported value (up to $1.47 max per trade)	$0.00000153 times reported value (up to $1.53 max per trade)	$0.00000158 times reported value (up to $1.58 max per trade).

When the new TAF rates are fully implemented, they are designed to generate an additional $186 million in annual revenue by 2029. The proposed TAF changes reflect proportional increases in the amount raised for each security type—meaning there is no anticipated change in the percentage of overall TAF revenue collected from transactions in each security type—phased in incrementally over the delayed four-year implementation period. Accordingly, while TAF revenues are largely derived from transactions in equity securities, like the SEC's Section 31 fee, this proposed rule change is intended to preserve the current distribution of TAF fees among security types.

The aggregate TAF increases would generate more revenue relative to the other core regulatory fees to preserve the historical proportionality among the core regulatory fees associated with firm trading activity and the other main components of FINRA's regulatory costs—the size of the firms measured by firm revenue and the number and role of persons registered with the firm—while seeking to collect a generally comparable amount of revenue from fees associated with each component. This is consistent with the proportional approach to fee increases discussed throughout this filing, which seeks to maintain consistency with FINRA's existing equitable fee distribution.

Personnel Assessment

The PA is a core regulatory fee designed to correlate to the third critical component of FINRA's regulatory costs—the number and role of registered persons at a firm. The PA currently is assessed on a three-tiered rate structure: members with one to five registered representatives and principals are assessed $210 for each such registered person (“Reps” in the table below); there is a $200 charge for each of the next 20 registered persons (between 6 and 25); and a $190 charge for each additional registered person beyond 25 registered persons.

Section 1(e) of Schedule A to the FINRA By-Laws sets forth the PA. These rates last increased between 2022 and 2024.^[40] FINRA is proposing the following increases to its PA tier rates between 2026 and 2029:

( print page 93715)

PA—Proposed Implementation

Tier (number of reps)	2024	2025 (no change)	2026	2027	2028	2029
Reps 0-5	$210	$210	$245	$260	$270	$295
Reps 6-25	200	200	235	250	260	285
Reps 26 and greater	190	190	225	240	250	275

When the proposed PA rates are fully implemented, they are designed to generate an additional $52 million in annual revenue by 2029. The proposed PA increases, together with the proposed increases to the use-based fees aligned with the number and role of registered persons at a firm discussed below, are calibrated to preserve the historical proportionality among the core regulatory fees associated with the three main components of FINRA's regulatory costs and collect a generally comparable amount of revenue from fees associated with each component. This is consistent with the proportional approach to fee increases discussed throughout this filing, which seeks to maintain consistency with FINRA's existing equitable fee distribution.

Branch Office Fees

FINRA members are assessed regulatory fees for registered branch offices. These fees are related to firm size and structure. Section 4(a) of Schedule A to the FINRA By-Laws includes a branch office registration fee and a branch office system processing fee upon the initial registration of each branch office as defined in the By-Laws. The initial branch office registration fee is waived for the first branch office registered by a member. In addition, each member is assessed an annual registration fee for each branch office registered by the member. This fee has a tiered regressive rate structure that assesses a per branch office annual registration fee depending on the number of branch offices the firm has. Currently, each member is assessed an annual registration fee of: (1) $175, for each of the first 250 branch offices registered by the member; (2) $150, for each of branch offices 251 to 500 registered by the member; (3) $125, for each of branch offices 501 to 1,000 registered by the member; (4) $100, for each of branch offices 1,001 to 2,000 registered by the member; and (5) $75, for every branch office greater than 2,000 registered by the member. For one branch office per member per year, the annual branch office registration fee and annual branch office system processing fee is waived.

FINRA has not increased the branch office registration fee since 2013.^[41] FINRA is proposing to retain the tiered regressive rate structure, but increase the branch office registration fee in 2026 as follows:

Branch Office Registration Fees—Proposed Implementation

Fee	2024 (current)	2025 (no change)	2026	2027	2028	2029
FINRA Branch Registration Fee	$75	$75	$105	$105	$105	$105
Annual Registration Fee 1-250 branch offices registered by the member	175	175	245	245	245	245
Annual Registration Fee 251-500 branch offices registered by the member	150	150	210	210	210	210
Annual Registration Fee 501-1000 branch offices registered by the member	125	125	175	175	175	175
Annual Registration Fee 1001-2000 branch offices registered by the member	100	100	140	140	140	140
Annual Registration Fee 2001+ branch offices registered by the member	75	75	105	105	105	105

When the proposed branch office registration fee changes are fully implemented, they are designed to generate $7 million in annual revenue by 2029.^[42] The proposed rule change would retain the same tiered regressive rate structure that assesses a per branch office annual registration fee depending on the number of branch offices of the firm, but would raise the fee associated with each range of branch office numbers. FINRA would continue to waive, for one branch office per member per year, payment of the annual registration fee, but increase the amount of the waiver from $175 to $245 to match the new rates.

FINRA has not increased the branch office system processing fee since 2022.^[43] FINRA is proposing to increase the branch office system processing fee in 2028 as follows:

( print page 93716)

Branch Office System Processing Fee—Proposed Implementation

Fee	2024 (current)	2025 (no change)	2026 (no change)	2027 (no change)	2028	2029
Branch Office System Processing Fee (initial and annual)	$75	$75	$75	$75	$105	$105

When the proposed branch office system processing fee change is fully implemented, it is designed to generate $4 million in annual revenue by 2029.^[44] FINRA would continue to waive, for one branch office per member per year, payment of the annual branch office system processing fee, but increase the amount of the waiver from $75 to $105 to match the new rates. FINRA believes these proposed increases to the branch office fees, which relate to firm size and structure, are consistent with the proportional approach to fee increases discussed throughout this filing.

Registration Fees

Registration fees are registered person-level fees that, while use-based, also correlate to the third critical component of FINRA's regulatory costs—the number and role of registered persons at a firm. Section 4 of Schedule A to the FINRA By-Laws establishes fees connected to FINRA's operation of the Central Registration Depository (“Web CRD®” or “CRD system”), the central licensing and registration system that FINRA operates for the benefit of FINRA, the SEC, other SROs, state securities regulators, and broker-dealer firms. The CRD system contains the registration records of broker-dealer firms and their associated individuals including their qualification, employment, and disclosure histories; it also facilitates the processing of, among other things, form filings and facilitates the making of fingerprint results available to the appropriate authorized recipients.^[45] The CRD system enables individuals and firms seeking registration with multiple states and SROs to do so by submitting a single form and fee payment.^[46]

FINRA last increased associated registration fees between 2022 and 2024.^[47] FINRA has explained that these fees are important to fund activities that help ensure the integrity of information in the CRD system—information critical to FINRA and other regulators, as well as to investors through BrokerCheck—and to support FINRA's overall regulatory mission.^[48] FINRA is proposing to increase certain registration fees ^[49] in 2028 as follows:

Registration Fees—Proposed Implementation

Fee	2024 (current)	2025 (no change)	2026 (no change)	2027 (no change)	2028	2029
Initial/Transfer Registration Form U4 filing 50	$125	$125	$125	$125	$175	$175.
Termination U5 filing	$50 (plus $100 if late filed)	$50 (plus $100 if late filed)	$50 (plus $100 if late filed)	$50 (plus $100 if late filed)	$70 (plus $140 if late filed)	$70 (plus $140 if late filed).
Disclosure review 51	$155	$155	$155	$155	$215	$215.
Electronic Fingerprinting 52	$20 53	$20 54	$20	$20	$28	$28.
Non-Electronic Fingerprinting 55	$30	$30	$30	$30	$42	$42.
Fingerprinting Processed Through Another SRO	$30	$30	$30	$30	$42	$42.

When these proposed registration fee changes are fully implemented, they are designed to generate an additional $10 million in annual revenue by 2029.

Renewal Late Fee

Members renew their registrations with FINRA, other SROs and states/jurisdictions during the annual renewal program. Section 4(b)(8) of Schedule A to the FINRA By-Laws sets forth the renewal late fee, which applies if a member fails to timely pay the amount ( print page 93717) indicated on its preliminary annual renewal statement.^[56] Where this late fee applies, FINRA includes it as part of the final statement. Currently, this fee is the greater of 10 percent of the member's final annual renewal assessment or $100, with a maximum charge of $5,000. FINRA has not increased the renewal late fee since it was established in 2002.^[57]

FINRA is proposing to increase the renewal late fee in 2028 as follows:

Renewal Late Fee—Proposed Implementation

[The Renewal Late Fee is 10 percent of a member's cumulative final renewal statement with the following minimums and maximums]

Fee	2024 (current)	2025 (no change)	2026 (no change)	2027 (no change)	2028	2029
The minimum late fee FINRA will assess is	$100	$100	$100	$100	$140	$140
The maximum late fee FINRA will assess is	5,000	5,000	5,000	5,000	7,000	7,000

FINRA notes that it collects all applicable renewal fees on behalf of itself and participating regulators, which enables members to submit their total renewal payment to FINRA instead of to each regulator. Among other reasons noted, FINRA believes this proposed fee increase would further encourage members to submit such fees on time. When the proposed renewal late fee changes are fully implemented, they are designed to generate an additional $100,000 in annual revenue by 2029.

Late Disclosure Fee

Related to the registration functions described above, FINRA charges a fee for each day that a new disclosure event or a change in the status of a previously reported disclosure event is not timely filed on an initial or amended Form U5 or an amended Form U4. Section 4(h) of Schedule A to the FINRA By-Laws sets forth the late disclosure fee. This fee is assessed starting on the day following the last date on which the event or change in status was required to be reported.

Timely and complete reporting of all information required by the FINRA By-Laws and rules, as well as the federal securities laws, is critical to investor protection. The SEC, FINRA, other SROs and state securities regulators use the information to make licensing and registration decisions, among other things. FINRA also publishes information in FINRA BrokerCheck, which investors use for researching the professional backgrounds of firms and brokers.

FINRA has not increased the late disclosure fee since 2013.^[58] Currently, disclosures filed more than 60 days following the last date on which the event was required to be reported under FINRA rules account for 50 percent of volume and 78 percent of revenues related to late filing fees.

FINRA is proposing to increase the late disclosure fee ^[59] in 2026 as follows:

Late Disclosure Fee—Proposed Implementation

Fee	2024 (current)	2025 (no change)	2026	2027	2028	2029
First Day	$100	$100	$100	$100	$100	$100
Subsequent Days	25	25	40	40	40	40
Maximum Fee	1,575	1,575	2,460	2,460	2,460	2,460

FINRA believes this proposed fee increase would further encourage firms to file timely and complete initial Forms U4 and U5 and amendments to these forms, while also generating additional revenue as part of the overall proposal to increase fees to fund FINRA's regulatory mission. When the proposed late disclosure fee changes are fully implemented, they are designed to generate an additional $3 million in annual revenue by 2029.^[60]

System Processing Fee

FINRA currently assesses an annual system processing fee for each of the member's registered persons. Like the registration fees described above, this fee correlates to the third critical component of FINRA's regulatory costs—the number and role of registered persons at a firm. Section 4(b)(7) of Schedule A to the FINRA By-Laws sets forth the system processing fee. Under the current fee structure, a flat $70 fee applies to each registered person of a member. Many registered persons are registered with one or more securities regulators ( i.e., with jurisdictions as a broker-dealer agent and with SROs as a representative or principal).^[61] The median number of other SROs and jurisdictions with which each registered person of a member is registered, in addition to their FINRA registration, is 11, with an average of 20.

FINRA's costs and resources allocated to processing this information for members' registered persons depends, in part, on the number of securities regulators with which each registered person is registered (whether as a broker-dealer agent with one or more ( print page 93718) jurisdictions or as a representative or principal with one or more SROs). To account for this variability, FINRA proposes to replace the current flat fee structure with a tiered rate structure in 2026 as described below. In addition, FINRA proposes to increase the proposed tiers in 2028. These proposed changes are summarized as follows:

System Processing Fee—Proposed Implementation

Number of securities regulators with which each registered person of a member is registered, excluding registration as an investment adviser representative	2024 (current)	2025 (no change)	2026	2027 (no change)	2028	2029 (no change)
1-5	$70	$70	$70	$70	$100	$100
6-20	70	70	95	95	125	125
21-40	70	70	110	110	140	140
41+	70	70	125	125	155	155

The fee would be calculated based on the total number of securities regulators with which each registered person of a member is registered (whether as a broker-dealer agent with one or more jurisdictions or as a representative or principal with one or more SROs). A registered person's registration as an investment adviser representative would not be considered.

FINRA believes this use-based fee will support FINRA's overall regulatory mission while reflecting the resources FINRA allocates to its securities licensing and registration operations for registered persons of members. Further, as noted above, this fee relates to the number and role of registered persons at a firm, which is one of the three critical components of FINRA's regulatory costs.

FINRA proposes to implement the proposed tiered rate structure in 2026. To allow members additional time to adjust and plan, FINRA proposes to defer implementation of proposed increases to this fee until 2028. When this proposed rule change, including implementation of the tiered structure and the proposed increase are fully implemented, it is designed to generate an additional $31 million in annual revenue by 2029.

Qualification Examination Fees

Like registration fees, qualification examination fees are registered person-level fees that, while use-based, also correlate to the third critical component of FINRA's regulatory costs—the number and role of registered persons at a firm. Section 4(c) of Schedule A to the FINRA By-Laws sets forth the fees associated with the qualification examinations that FINRA administers. Persons engaged in the investment banking or securities business of a FINRA member who function as principals or representatives are required to register with FINRA in each category of registration appropriate to their functions. Such individuals must pass an appropriate qualification examination or obtain a waiver before their registration can become effective. These qualification examinations cover a broad range of subjects regarding financial markets and products, individual responsibilities, securities industry rules, and regulatory structure.

FINRA develops, maintains, and delivers all qualification examinations for individuals who are registered or seeking registration with FINRA. ^[62] FINRA last increased its examination fees between 2022 and 2024.^[63] FINRA is proposing to increase its examination fees in 2026 as follows:

Qualification Examination Fees—Proposed Implementation

Examination number and name	2024 (current)	2025 (no change)	2026	2027	2028	2029
Securities Industry Essentials (SIE) Examination	$80	$80	$100	$100	$100	$100
Series 4: Registered Options Principal Examination	155	155	200	200	200	200
Series 6: Investment Company Products and Variable Contracts Representative Examination	75	75	100	100	100	100
Series 7: General Securities Representative Examination	300	300	395	395	395	395
Series 9: General Securities Sales Supervisor Examination—Options Module	130	130	175	175	175	175
Series 10: General Securities Sales Supervisor Examination—General Module	175	175	235	235	235	235
Series 14: Compliance Official Examination	350	350	450	450	450	450
Series 16: Supervisory Analyst Examination	245	245	325	325	325	325
Series 22: Direct Participation Programs Representative Examination	60	60	100	100	100	100
Series 23: General Securities Principal Examination—Sales Supervisor Module	105	105	135	135	135	135
( print page 93719)
Series 24: General Securities Principal Examination	175	175	235	235	235	235
Series 26: Investment Company Products and Variable Contracts Principal Examination	150	150	200	200	200	200
Series 27: Financial and Operations Principal Examination	175	175	235	235	235	235
Series 28: Introducing Broker-Dealer Financial and Operations Principal Examination	150	150	195	195	195	195
Series 39: Direct Participation Programs Principal Examination	100	100	200	200	200	200
Series 57: Securities Trader Examination	80	80	105	105	105	105
Series 79: Investment Banking Representative Examination	300	300	395	395	395	395
Series 82: Private Securities Offering Representative Examination	60	60	100	100	100	100
Series 86: Research Analyst Examination—Analysis	225	225	295	295	295	295
Series 87: Research Analyst Examination—Regulatory	150	150	195	195	195	195
Series 99: Operations Professional Examination	60	60	100	100	100	100

FINRA is proposing a one-time fee increase across examinations in 2026 designed to generate an additional $14 million in revenue across all examinations by 2029. In addition, FINRA has determined the amount of each examination fee increase based on the frequency with which the examination is administered, as well as the average fee per hour of examination length. Examinations that are administered more frequently or are longer in duration typically require more effort and cost to develop, maintain, and update. As a result, FINRA is generally proposing greater increases for those examinations, and smaller increases for others to preserve the broad and equitable distribution of proposed fee increases, as discussed throughout this filing.

Continuing Education Regulatory Element Fee

Continuing education fees are also registered person-level fees that, while use-based, correlate to the third critical component of FINRA's regulatory costs—the number and role of registered persons at a firm. In conjunction with other SROs and the Securities Industry/Regulatory Council on Continuing Education, FINRA administers the continuing education (CE) program for the securities industry.^[64] The Regulatory Element of the CE program provides training on significant rule changes and other regulatory developments relevant to each registration category. Registered persons must complete the Regulatory Element annually by December 31 for each registration that they hold.^[65]

Section 4(f) of Schedule A to the FINRA By-Laws sets forth the fees associated with the Regulatory Element requirement. FINRA has not increased the fee for the web-based delivery of the Regulatory Element since it was established in 2015.^[66] FINRA is proposing to increase the Regulatory Element fee in 2026 as follows:

Continuing Education Fee—Proposed Implementation

Fee	2024 (current)	2025 (no change)	2026	2027	2028	2029
Continuing Education	$18	$18	$25	$25	$25	$25

When the proposed regulatory element fee rate is fully implemented, it is designed to generate an additional $4 million in annual revenue by 2029.

Select Use-Based Fees

Corporate Financing Private Placement Review Fee

FINRA Rule 5122 (Private Placements of Securities Issued by Members) imposes requirements regarding disclosure, filing, and use of offering proceeds for members that sell a private placement of securities issued by a member or a control entity, subject to various exemptions. Pursuant to FINRA Rule 5122, members that offer or sell their own securities or those of a control ( print page 93720) entity must file with FINRA's Corporate Financing Department (“Corporate Financing”) a private placement memorandum, term sheet or other offering document and any retail communication that promotes or recommends the member private offering at or prior to the first time the documents are provided to any prospective investor.

Its companion rule, FINRA Rule 5123 (Private Placement of Securities), requires members that sell any other type of private placement to file with Corporate Financing a copy of any private placement memorandum, term sheet or other offering document, and any retail communication that promotes or recommends the private placement. Such filing must occur within 15 calendar days of the first sale, subject to various exemptions.

FINRA has historically performed the review of such filings at no cost since the program was created approximately 15 years ago.^[67] This program requires substantial resources, and the volume of filings has increased significantly in recent years.^[68] FINRA thus proposes to establish the following fees related to private placement review in July 2025 as follows:

Corporate Financing Private Placement Review Fee—Proposed Implementation

Private placements (offerings >$25M)	2024 (current)	2025 (effective 7/1/25) (million)	2026 (million)	2027 (million)	2028 (million)	2029 (million)
Flat Fee	$0	$300	$300	$300	$300	$300
% of Offering	0%	0.008%	0.008%	0.008%	0.008%	0.008%
Offering Cap	$0	$500	$500	$500	$500	$500

The proposed fee is designed to be similar to the current fee for public offering reviews. Like the public offering review fee, this proposed fee would consist of both a flat fee and a percentage of the maximum offering proceeds. However, to reduce the impact on smaller issuers and broker-dealers, FINRA proposes to apply this fee only to private placement offerings of greater than $25 million and to cap the fee at $40,300 (0.008% of $500,000,000 offering + $300 flat fee). In general, FINRA believes that such fees would be paid for by, or passed through to, issuers.^[69] This proposed new use-based fee is structured to take into account associated types of costs, including the substantial resources such reviews require.^[70] When the proposed new fee for private placement review is fully implemented, it is designed to generate $6 million in annual revenue by 2029.

Corporate Financing Public Offering Review Fee

Corporate Financing reviews the underwriting terms and arrangements of proposed public offerings of securities for compliance with the requirements of FINRA Rule 5110 (Corporate Financing Rule—Underwriting Terms and Arrangements). Pursuant to Rule 5110, no member firm or person associated with a member firm may participate in a public offering subject to the rule, or to FINRA Rules 5121 (Public Offerings of Securities With Conflicts of Interest) and 2310 (Direct Participation Programs), unless the documents and information specified in the rule have been filed with and reviewed by Corporate Financing. The documents Corporate Financing reviews include registration statements, underwriting agreements, engagement letters and other relevant supporting documentation for public offerings. Corporate Financing's review is complementary to the SEC's registration process, which covers a larger set of filings than FINRA's program.^[71]

Section 7 of Schedule A to the FINRA By-Laws sets forth the fees associated with filing documents pursuant to the Corporate Financing Rule. It currently provides for a flat fee of $500 plus .015% of the proposed maximum aggregate offering price or other applicable value of all securities registered on an SEC registration statement or included on any other type of offering document (where not filed with the SEC), with a cap of $225,500; or a fee of $225,500 for an offering of securities filed with the SEC and offered pursuant to Securities Act Rule 415 by a Well-Known Seasoned Issuer (“WKSI”) as defined in Securities Act Rule 405. The fee associated with any amendment or other change to the documents initially filed with Corporate Financing is also subject to the current $225,500 cap. FINRA has not raised the fee cap since 2012.^[72]

FINRA is proposing to increase and modify the fee cap beginning in July 2025 as follows: ( print page 93721)

Corporate Financing Public Offering Review Fee Cap—Proposed Implementation

IPO	2024 (current)	2025 (effective 7/1/25)	2026	2027	2028	2029
Non-WKSI	$225,000	$1,125,000	$1,125,000	$1,125,000	$1,125,000	$1,125,000
WKSI	225,000	270,000	324,000	389,000	467,000	560,000

This proposed rule change would raise the fee cap to $1,125,000, which would account for the significant growth in the size of offerings since the cap was last raised in 2012. However, for WKSIs, the cap would be raised to $560,000 over a period of five years. FINRA notes that raising the caps would also create more consistency with the SEC IPO review fee, which has no cap.^[73] FINRA projects that increasing the cap as proposed would capture 81% of the incremental revenues if there were no cap while bounding the impact on WKSIs whose offerings tend to be less resource intensive for Corporate Financing to review. FINRA believes such fees are and would continue to be paid for by, or passed through to, issuers.^[74] When the proposed fee increase is fully implemented, it is designed to generate an additional $31 million in annual revenue by 2029.^[75]

Advertising Regulation Review Fee

One way that FINRA protects investors is by having its Advertising Regulation Department review specified broker-dealers' communications for compliance with FINRA's communications with the public rules, and similar rules of ^[76] the SEC, MSRB and Securities Investor Protection Corporation. FINRA rules require that member communications be based on principles of fair dealing and good faith, be fair and balanced, and provide a sound basis for evaluating the facts in regard to any particular security or type of security, industry or service. Among other things, FINRA rules prohibit member firm communications from including false, exaggerated, unwarranted or misleading statements or claims.

Section 13 of Schedule A to the FINRA By-Laws sets forth the fees associated with review of communications filed with FINRA. Despite rising costs to administer the Advertising Regulation Department review program, FINRA has not increased these fees since 2012.^[77] FINRA is proposing an increase to the regular review charge in 2025 as follows:

Advertising Regulation Review—Proposed Implementation

Fee	2024 (current)	2025	2026	2027	2028	2029
Regular Review Charge (non-expedited)	$125	$300	$300	$300	$300	$300

When the proposed fee increase is fully implemented, it is designed to generate an additional $11 million in annual revenue by 2029.^[78] Under the proposed rule change, the $600 expedited fee would not change.

Dispute Resolution Services Arbitration Fees

DRS operates the largest securities arbitration forum in the United States, to assist in the resolution of disputes involving customers, members and associated persons. As discussed in turn below, FINRA proposes to raise the (1) hearing session fees, (2) filing fees, (3) member surcharge, and (4) member process fee, as set forth in the Code of Arbitration Procedure for Customer Disputes (“Customer Code”) and Code of Arbitration Procedure for Industry Disputes (“Industry Code”) (together, the “Codes”).^[79]

FINRA believes that the cost of arbitration should be borne by the users of the forum, without imposing a significant barrier to public customers who bring arbitration claims to the forum. Thus, the current DRS arbitration fees are designed to be borne 85 percent by members and 15 percent by customers.^[80] The proposed rule change would maintain that pricing structure. It would also maintain a sliding scale fee structure in which the member surcharge and process fees increase across the board, while the hearing session fees and filing fees increase more for higher value claims. Taken together, the proposed increase in DRS' arbitration fees would aim to partially recover increasing costs to operate the forum, without placing an undue burden on users of the forum, particularly customers or claimants with small claims. When the proposed DRS arbitration fee increases are fully implemented, they are designed to generate an additional $10 million in annual revenue by 2029.

Hearing Session Fees

Under FINRA Rules 12902 and 13902, hearing session fees are charged for each hearing session based on the amount in dispute. In the award, the panel determines the amount of each hearing session fee that each party must pay. The arbitrators may apportion the fees in any manner, including assessing the entire amount against one party.^[81]

FINRA proposes to raise hearing session fees in 2025 as follows: ( print page 93722)

Hearing Session Fees—Proposed Implementation

Amount of claim (exclusive of interest and expenses)	2024 (current)		2025-2029
	Hearing session w/ one arbitrator	Hearing session w/ three arbitrators	Hearing session w/ one arbitrator	Hearing session w/ three arbitrators
Up to $2,500	$50	N/A	$50	N/A
$2,500.01 to $5,000	125	N/A	125	N/A
$5,000.01 to $10,000	250	N/A	250	N/A
$10,000.01 to $25,000	450	N/A	450	N/A
$25,000.01 to $50,000	450	$600	450	$600
$50,000.01 to $100,000	450	750	450	750
$100,000.01 to $500,000	450	1,125	675	1,690
$500,000.01 to $1,000,000	450	1,325	675	1,990
$1,000,000.01 to $5,000,000	450	1,435	675	2,160
Over $5,000,000	450	1,575	675	2,370
Non-Monetary/Not Specified	450	1,150	675	1,725

To minimize the impact of the proposed rule change on customers or claimants with small claims, the proposed fee increase would only apply to claims of more than $100,000 and claims for non-monetary or unspecified damages. The tiered structure of this fee would not change under the proposed rule change.

FINRA notes the hearing session fee may not be assessed under certain circumstances. For example, if the parties timely settle the arbitration, the parties will not be assessed hearing session fees.^[82] During settlement negotiations, parties have the opportunity to determine how to share any hearing session fees, if hearings are held.^[83] For cases that result in an award, the panel has discretion to assess hearing session fees as part of the award,^[84] which allows them to consider numerous factors to determine each party's appropriate share and assign the costs accordingly. The proposed rule change would not change a party's ability to settle or arbitrators' discretion to assess the hearing session fees.

Filing Fees

Filing Fees Paid by Customers, Associated Persons or Other Non-Members

Filing fees are due when a claim is filed. FINRA Rule 12900(a) sets forth the filing fee schedule for customers, associated persons and other non-members who file a claim, counterclaim, cross claim or third party claim in a customer dispute. FINRA Rule 13900(a) sets forth the filing fee schedule for associated persons who file a claim, counterclaim, cross claim or third party claim in an industry dispute. The filing fee is based on the claim amount or type of damages requested.

FINRA proposes to raise filing fees in 2025 as follows:

Filing Fee (Customers, Associated Persons, and other Non-Members)—Proposed Implementation

Amount of claim (exclusive of interest and expenses)	2024 (current)	2025	2026	2027	2028	2029
$.01 to $1,000	$50	$50	$50	$50	$50	$50
$1,000.01 to $2,500	75	75	75	75	75	75
$2,500.01 to $5,000	175	175	175	175	175	175
$5,000.01 to $10,000	325	325	325	325	325	325
$10,000.01 to $25,000	425	425	425	425	425	425
$25,000.01 to $50,000	600	600	600	600	600	600
$50,000.01 to $100,000	975	975	975	975	975	975
$100,000.01 to $500,000	1,425	1,790	1,790	1,790	1,790	1,790
$500,000.01 to $1,000,000	1,740	2,175	2,175	2,175	2,175	2,175
$1,000,000.01 to $5,000,000	2,025	2,540	2,540	2,540	2,540	2,540
Over $5,000,000	2,300	2,875	2,875	2,875	2,875	2,875
Non-Monetary/Not Specified	1,600	2,000	2,000	2,000	2,000	2,000

To minimize the impact of the proposed rule change on customers or claimants with small claims, and consistent with the current claim amount tier structure, the proposed fee increase would only apply to claims of more than $100,000 and claims for non-monetary or unspecified damages. The tiered structure of this fee would not change under the proposed rule change.

Filing Fees Paid by Members

FINRA Rules 12900(b) and 13900(b) set forth the filing fee schedule for members filing a claim, counterclaim, cross claim, or third party claim in customer and industry cases, respectively. FINRA proposes to increase the member filing fee in 2025 as follows: ( print page 93723)

Filing Fee (Members)—Proposed Implementation

Amount of claim (exclusive of interest and expenses)	2024 (current)	2025	2026	2027	2028	2029
$.01 to $1,000	$225	$225	$225	$225	$225	$225
$1,000.01 to $2,500	350	350	350	350	350	350
$2,500.01 to $5,000	525	525	525	525	525	525
$5,000.01 to $10,000	750	750	750	750	750	750
$10,000.01 to $25,000	1,050	1,050	1,050	1,050	1,050	1,050
$25,000.01 to $50,000	1,450	1,450	1,450	1,450	1,450	1,450
$50,000.01 to $100,000	1,750	1,750	1,750	1,750	1,750	1,750
$100,000.01 to $500,000	2,125	2,660	2,660	2,660	2,660	2,660
$500,000.01 to $1,000,000	2,650	3,320	3,320	3,320	3,320	3,320
$1,000,000.01 to $5,000,000	3,550	4,440	4,440	4,440	4,440	4,440
Over $5,000,000	4,200	5,250	5,250	5,250	5,250	5,250
Non-Monetary/Not Specified	1,800	2,250	2,250	2,250	2,250	2,250

Partial Refund of Filing Fee

If a claim is settled or withdrawn more than 10 days before the date of the hearing on the merits, a party paying a filing fee will receive a partial refund of the filing fee in the amount specified under FINRA Rule 12900(c) for customer cases and FINRA Rule 13900(c) for industry cases. FINRA proposes to increase the partial filing fee refund in 2025 as follows:

Partial Filing Fee Refund—Proposed Implementation

Amount of claim (exclusive of interest and expenses)	2024 (current)	2025	2026	2027	2028	2029
$.01 to $1,000	$25	$25	$25	$25	$25	$25
$1,000.01 to $2,500	50	50	50	50	50	50
$2,500.01 to $5,000	125	125	125	125	125	125
$5,000.01 to $10,000	250	250	250	250	250	250
$10,000.01 to $25,000	300	300	300	300	300	300
$25,000.01 to $50,000	450	450	450	450	450	450
$50,000.01 to $100,000	750	750	750	750	750	750
$100,000.01 to $500,000	1,125	1,410	1,410	1,410	1,410	1,410
$500,000.01 to $1,000,000	1,300	1,625	1,625	1,625	1,625	1,625
$1,000,000.01 to $5,000,000	1,400	1,750	1,750	1,750	1,750	1,750
Over $5,000,000	1,500	1,875	1,875	1,875	1,875	1,875
Non-Monetary/Not specified	1,200	1,500	1,500	1,500	1,500	1,500

Member Surcharge

FINRA assesses a surcharge against each member that (a) files a claim, counterclaim, cross claim or third party claim under the Codes; (b) is named as a respondent in a claim, counterclaim, cross claim, or third party claim filed and served under the Codes; or (c) employed, at the time the dispute arose, an associated person who is named as a respondent in a claim, counterclaim, cross claim, or third party claim filed and served under the Codes.

FINRA Rules 12901 and 13901 set forth the schedule of the member surcharge, which is assessed based on the amount of the claim, exclusive of interest and expenses. The member is assessed one surcharge per arbitration case.^[85] Member surcharges are intended to allocate the costs of administering the arbitration case to the firms that are involved in those cases. Thus, each member is assessed a member surcharge, based on the aggregate claim amount, when it is brought into the case, whether through a claim, counterclaim, cross claim or third party claim. The member surcharge is the responsibility of the member party and cannot be allocated to any other party (“non-allocable”).

FINRA proposes to increase the member surcharge in 2025 as follows:

Member Surcharge—Proposed Implementation

Amount of claim (exclusive of interest and expenses)	2024 (current)	2025	2026	2027	2028	2029
$.01 to $5,000	$150	$165	$165	$165	$165	$165
$5,000.01-$10,000	325	360	360	360	360	360
$10,000.01-$25,000	450	495	495	495	495	495
$25,000.01-$50,000	750	975	975	975	975	975
$50,000.01-$100,000	1,100	1,430	1,430	1,430	1,430	1,430
$100,000.01-$250,000	1,700	2,210	2,210	2,210	2,210	2,210
$250,000.01-$500,000	2,025	2,640	2,640	2,640	2,640	2,640
$500,000.01-$1,000,000	2,625	3,420	3,420	3,420	3,420	3,420
$1,000,000.01-$5,000,000	3,200	4,800	4,800	4,800	4,800	4,800
$5,000,000.01-$10,000,000	3,850	5,775	5,775	5,775	5,775	5,775
( print page 93724)
Over $10,000,000	4,325	6,490	6,490	6,490	6,490	6,490
Non-Monetary/Not Specified	2,000	2,600	2,600	2,600	2,600	2,600

The member surcharge would remain non-allocable under the proposed rule change and, therefore, would not result in any additional costs to other parties to the arbitration, including customers.

Member Process Fee

Under the Codes, each member that is a party to an arbitration or employed an associated person who is a party to an arbitration in which more than $25,000, exclusive of interest and expenses, is in dispute must pay a non-refundable process fee.^[86]

FINRA Rules 12903 and 13903 set forth the process fee schedule. FINRA assesses the member the applicable process fee when the parties are sent the arbitrator lists or notification of the hearing. Like the member surcharge, the process fee is non-allocable to other parties to the arbitration.^[87]

FINRA proposes to increase the process fee in 2025 as follows:

Member Process Fee—Proposed Implementation

Amount of claim (exclusive of interest and expenses)	2024 (current)	2025	2026	2027	2028	2029
$.01-$25,000	$0	$0	$0	$0	$0	$0
$25,000.01-$50,000	1,750	2,275	2,275	2,275	2,275	2,275
$50,000.01-$100,000	2,250	2,925	2,925	2,925	2,925	2,925
$100,000.01-$250,000	3,250	4,225	4,225	4,225	4,225	4,225
$250,000.01-$500,000	3,875	5,040	5,040	5,040	5,040	5,040
$500,000.01-$1,000,000	5,225	6,800	6,800	6,800	6,800	6,800
$1,000,000.01-$5,000,000	6,375	9,570	9,570	9,570	9,570	9,570
$5,000,000.01-$10,000,000	7,050	10,575	10,575	10,575	10,575	10,575
Over $10,000,000	7,300	10,950	10,950	10,950	10,950	10,950
Non-Monetary/Not Specified	3,850	5,005	5,005	5,005	5,005	5,005

The member process fee would remain non-allocable under the proposed rule change and, therefore, would not result in any additional costs to other parties to the arbitration, including customers.

Regulation T and Exchange Act Rule 15c3-3(n) Requests for Extension of Time Fee

Section 8 of Schedule A to the FINRA By-Laws governs the service charge for each extension of time request pursuant to Sections 220.4(c) and 220.8(d) of Regulation T ^[88] of the Board of Governors of the Federal Reserve System (“Regulation T”) and Exchange Act Rule 15c3-3(n).^[89] FINRA has not increased this fee since 2006.^[90] FINRA proposes to raise the fee in 2025 as follows:

Regulation T and Exchange Act Rule 15 c 3-3( n ) Requests for Extension of Time—Proposed Implementation

2024 (current)	2025	2026	2027	2028	2029
$4 per request	$8 per request	$8 per request	$8 per request	$8 per request	$8 per request.