Broker Rules Get Update: SEC Decides on Unregistered Securities Sales
Published Date: 9/16/2025
Notice
Summary
FINRA wants to update its rules so Capital Acquisition Brokers (CABs) can help sell new unregistered securities to more types of investors and even assist institutional investors selling their own unregistered securities. They also want to clarify how CABs get paid and allow certain private deals under clear rules. The SEC is now deciding if these changes are good to go, with a decision expected by September 12, 2025.
Analyzed Economic Effects
5 provisions identified: 5 benefits, 0 costs, 0 mixed.
CABs May Act for Institutional Sellers in Secondary Private Sales
The proposal would permit CABs to qualify, identify, solicit, or act as placement agents or finders on behalf of an institutional investor that seeks to sell unregistered securities it owns, provided the purchaser is an institutional investor and the sale qualifies for an exemption from registration under the Securities Act (proposed CAB Rule 016(c)(1)(H)).
CABs May Sell New Unregistered Securities to More Employees
The proposed rule would let FINRA Capital Acquisition Brokers (CABs) qualify, identify, solicit, or act as placement agents or finders for sales of newly issued unregistered securities to an expanded set of investors that includes certain "eligible employees" as defined in proposed CAB Rules 016(i)(8) and 016(m). The change is part of FINRA's SR-FINRA-2025-005 filing submitted June 4, 2025 and is under SEC review.
CAB Associated Persons Allowed in Private Securities Deals
The proposed rule would remove the CAB-specific prohibition in CAB Rule 328 and permit associated persons of CABs to participate in private securities transactions to the same extent as associated persons of non-CAB FINRA member firms, subject to FINRA Rule 3280's notice, approval, and supervision requirements.
CABs Can Be Paid with Equity Securities
The proposed rule would codify prior FINRA guidance by permitting a CAB to receive compensation in the form of equity securities of a privately held issuer for services permitted under CAB Rule 016(c)(1), provided that receipt, exercise, or sale of those securities would not cause the CAB to engage in activities prohibited under CAB Rule 016(c)(2) (proposed CAB Rule 511).
M&A Broker Exemption Referenced to New Statutory Provision
The proposed amendment would revise CAB Rule 016(c)(1)(G) to reference Section 15(b)(13) of the Exchange Act (the new statutory registration exemption for M&A Brokers) or any SEC rule, release, interpretation, or no-action letter that permits materially similar activities, rather than relying on a withdrawn SEC staff no-action letter.
Your PRIA Score
Personalized for You
How does this regulation affect your finances?
Sign up for a PRIA Policy Scan to see your personalized alignment score for this federal register document and every other regulation we track. We analyze your financial profile against policy provisions to show you exactly what matters to your wallet.
Key Dates
Department and Agencies
Related Federal Register Documents
2026-10373 — Registered Offering Reform
The SEC wants to make it easier and cheaper for more companies to sell their stocks and bonds to the public. They’re opening up special forms and benefits to more businesses, updating rules to be more modern, and cutting red tape by overriding some state rules. If you’re a company planning to raise money, these changes could speed things up and save you money, with feedback due by July 27, 2026.
2026-10222 — Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies
The SEC is making it easier for companies that report their finances by simplifying their categories into just two groups: big and small filers. Smaller companies, including emerging growth ones, will get more time to file reports and enjoy simpler rules, while big companies keep stricter standards. These changes aim to save time and money, with feedback open until July 20, 2026.
2026-07651 — Concept Release on Consolidated Audit Trail and Other Audit Trails and Data Sources
The SEC wants your thoughts on how it tracks stock market trades using the Consolidated Audit Trail and other data tools. They’re thinking about updating rules to keep up with new tech, privacy, and security needs, and to make sure the system is fair and cost-effective. If you’re involved in the stock market or data tracking, speak up by June 22, 2026!
2026-11144 — Self-Regulatory Organizations; National Securities Clearing Corporation; Notice of Filing of Proposed Rule Change To Enhance NSCC's Clearing Fund Methodology
The National Securities Clearing Corporation (NSCC) wants to improve how it handles risks from exchange-traded products (ETPs) by updating its Clearing Fund rules. This change affects NSCC members who trade these products and aims to keep the system safer and stronger. The new rules could impact how much money members need to put into the fund, with the proposal open for public comments starting June 2026.
2026-11208 — Agency Information Collection Activities; Submission for OMB Review; Comment Request; Extension: Rule 203-2 & Form ADV-W
The SEC is asking to keep the rules that require investment advisers to tell them when they stop being registered by filing Form ADV-W. This affects all advisers registered or applying with the SEC and takes about 15 to 45 minutes to complete. No big changes or costs, just a smooth extension to keep things running on time.
2026-11209 — Agency Information Collection Activities; Submission for OMB Review; Comment Request; Extension: Rule 15c3-1
The SEC is asking to keep the rules that make sure brokers have enough money to pay their customers. This affects all brokers and dealers, who spend lots of time and money following these rules. You can share your thoughts by July 6, 2026, before the rules get extended without changes.
Previous / Next Documents
Previous: 2025-17809 — Agency Information Collection Activities: Request for Comments for a New Information Collection
The FHWA wants your thoughts on a new form they plan to use and needs approval from the Office of Management and Budget. This affects anyone who might have to fill out the form, and they’re asking for comments before moving forward. No big money changes yet, but your feedback helps shape what comes next!
Next: 2025-17811 — Joint Industry Plan; Notice of Designation of a Longer Period for Commission Action on a Proposed Amendment, as Modified by Amendment No. 1, to the National Market System Plan Governing the Consolidated Audit Trail Regarding the Customer and Account Information System
The SEC is taking more time to review a plan change that would reduce the amount of customer info collected in the big stock market tracking system called the Consolidated Audit Trail. This affects many stock exchanges and financial groups who want to protect customer privacy while keeping the system strong. No new costs or deadlines yet, just a longer review to get it right.