# SEC approves FINRA underwriting and private-placement filing amendments

> The SEC approved FINRA amendments to Rule 5110 that revise valuation and exclusions for specified underwriting compensation, including qualifying debt-for-equity exchanges, DPP and unlisted-REIT capital investments, non-convertible preferred securities, and tail fees.

- URL: https://riadefi.com/regulation/2026-07-24-finra-rules-5110-5123-underwriting-private-placement-amendments/
- Posture: Agency order
- Authorities: U.S. Securities and Exchange Commission and Financial Industry Regulatory Authority
- Event date: 2026-07-24
- Version: 1, published 2026-08-07 (first published 2026-08-07)
- Advisor-relevant: yes

## What changed

The SEC approved FINRA amendments to Rule 5110 that revise valuation and exclusions for specified underwriting compensation, including qualifying debt-for-equity exchanges, DPP and unlisted-REIT capital investments, non-convertible preferred securities, and tail fees. The amendments also expand Rule 5123’s private-placement filing exemption to specified $5 million entities and family offices added to the SEC accredited-investor definition.

## Who it affects

- Broker-dealers participating in public offerings or private placements
- issuers
- unlisted REITs and DPPs
- family offices
- investment advisers diligencing private offerings

## What is still open

- FINRA’s announced effective date and firm-specific implementation questions

## What it means for an advisor

- Update underwriting-compensation valuation, exemption, filing, offering-document, accredited-investor, private-placement supervision, and due-diligence procedures when FINRA announces effectiveness.

## Sources

1. [SEC approves FINRA underwriting and private-placement filing amendments](https://www.sec.gov/files/rules/sro/finra/2026/34-105987.pdf) · U.S. Securities and Exchange Commission and Financial Industry Regulatory Authority · 2026-07-24


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Published by Ketju Research on RIADeFi (https://riadefi.com). Educational research for financial professionals; not investment, legal, tax, or compliance advice.