Notice2025-05448
Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of a Proposed Rule Change To Exempt Certain Business Development Companies From FINRA Rules 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and 5131 (New Issue Allocations and Distributions)
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
March 31, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 60 (Monday, March 31, 2025)</title>
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[Federal Register Volume 90, Number 60 (Monday, March 31, 2025)]
[Notices]
[Pages 14284-14288]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-05448]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102723; File No. SR-FINRA-2025-001]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing of a Proposed Rule Change To Exempt
Certain Business Development Companies From FINRA Rules 5130
(Restrictions on the Purchase and Sale of Initial Equity Public
Offerings) and 5131 (New Issue Allocations and Distributions)
March 25, 2025.
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 March 20, 2025, 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.
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
FINRA is proposing to exempt certain business development companies
(``BDCs'') from FINRA Rule 5130 (Restrictions on the Purchase and Sale
of Initial Equity Public Offerings) and
[[Page 14285]]
from paragraph (b) (Spinning) of FINRA Rule 5131 (New Issue Allocations
and Distributions).
Below is the text of the proposed rule change. Proposed new
language is in italics; proposed deletions are in brackets.
* * * * *
5000. SECURITIES OFFERING AND TRADING STANDARDS AND PRACTICES
5100. SECURITIES OFFERINGS, UNDERWRITING AND COMPENSATION
* * * * *
5130. Restrictions on the Purchase and Sale of Initial Equity Public
Offerings
(a) through (b) No Change.
(c) General Exemptions
The general prohibitions in paragraph (a) of this Rule shall not
apply to sales to and purchases by the following accounts or persons,
whether directly or through accounts in which such persons have a
beneficial interest:
(1) through (9) No Change.
(10) A tax exempt charitable organization under Section 501(c)(3)
of the Internal Revenue Code; [or]
(11) A church plan under Section 414(e) of the Internal Revenue
Code[.]; or
(12) A business development company as that term is defined in
Section 2(a)(48) of the Investment Company Act the shares of which are
registered under the Securities Act.
(d) through (j) No Change.
5131. New Issue Allocations and Distributions
(a) No Change.
(b) Spinning
(1) No Change.
(2) The prohibitions in this paragraph shall not apply to
allocations of shares of a new issue to any account described in Rule
5130(c)(1) through (3) and (5) through ([11]12), or to any other
account in which the beneficial interests of executive officers and
directors of the company and persons materially supported by such
executive officers and directors in the aggregate do not exceed 25% of
such account.
(c) through (f) No Change.
* * * * *
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
Rule 5130 protects the integrity of the public offering process by
ensuring that: (1) members make bona fide public offerings of
securities at the offering price; (2) members do not withhold
securities in a public offering for their own benefit or use such
securities to reward persons who are in a position to direct future
business to members; and (3) industry insiders, including members and
their associated persons, do not take advantage of their insider
position to purchase new issues for their own benefit at the expense of
public customers.\3\
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\3\ The term ``new issue'' is defined as ``any initial public
offering of an equity security as defined in Section 3(a)(11) of the
Exchange Act, made pursuant to a registration statement or offering
circular,'' subject to a number of exceptions. See Rule 5130(i)(9).
The term has the same meaning for purposes of Rule 5131.
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Paragraph (a) of Rule 5130 provides that, except as otherwise
permitted under the rule, a member (or an associated person) may not
sell a new issue to an account in which a restricted person \4\ has a
beneficial interest; \5\ a member or an associated person may not
purchase a new issue in any account in which such member or associated
person has a beneficial interest; and a member may not continue to hold
new issues acquired as an underwriter, selling group member, or
otherwise. Paragraph (b) sets forth preconditions for sale. Before
selling a new issue to any account, a member must in good faith have
obtained within the 12 months before the sale, a representation from
the account holder(s), or a person authorized to represent the
beneficial owners of the account, that the account is eligible to
purchase new issues in compliance with Rule 5130.
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\4\ The term ``restricted person'' is defined in Rule
5130(i)(10). It includes ``members or other broker-dealers,''
``broker-dealer personnel,'' ``finders and fiduciaries,''
``portfolio managers,'' and ``persons owning a broker-dealer,'' as
those terms are defined in Rule 5130(i)(10)(A)-(E).
\5\ The term ``beneficial interest'' is defined in Rule
5130(i)(1) and has the same meaning for purposes of Rule 5131.
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Rule 5131 addresses conflicts and abuses in the allocation and
distribution of new issues. Paragraph (b) of Rule 5131 prohibits the
practice of ``spinning,'' which is the allocation of new issues by a
member firm to an account in which a covered person that is the member
firm's current, former or prospective investment banking client has a
beneficial interest. The term ``covered person'' refers to an executive
officer or director of a public company or a covered non-public
company, or a person materially supported by such executive officer or
director.\6\
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\6\ Rule 5131(b)(1).
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Rule 5130(c), and, by reference, Rule 5131(b)(2), currently provide
several general exemptions which reflect the proposition that sales to
and purchases by entities that have numerous beneficial owners are
generally not the type of transactions that the Rule should
prohibit.\7\ Of particular relevance to the proposed rule change, there
is a general exemption for an investment company registered under the
Investment Company Act of 1940 (``Investment Company Act'') \8\ and a
general exemption for a publicly traded entity listed on a national
securities exchange.\9\ Unless a general exemption applies to BDCs,
they would be required to represent that they are eligible to purchase
new issues, which may not be feasible due to their size and operational
structure.
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\7\ See Notice to Members 03-79 (December 2003).
\8\ See Rule 5130(c)(1). There is also an exemption for an
investment company organized under the laws of a foreign
jurisdiction. See Rule 5130(c)(6). To qualify for this exemption,
there are several provisions: ``(A) the investment company is listed
on a foreign exchange for sale to the public or authorized for sale
to the public by a foreign regulatory authority; (B) no person
owning more than 5% of the shares of the investment company is a
restricted person, the investment company has 100 or more direct
investors, or the investment company has 1,000 or more indirect
investors; and (C) the investment company was not formed for the
specific purpose of permitting restricted persons to invest in new
issues[.]''
\9\ See Rule 5130(c)(5). A BDC may also rely on the 10% de
minimis exemption under Rule 5130(c)(4) or the 25% de minimis
exemption under Rule 5131(b)(2) if they have collected restricted
person and covered person information for their investors. However,
due to their size and operational structure, FINRA believes that
some BDCs may have difficulties determining whether restricted
persons and covered persons meet the rules' thresholds.
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In general, there are three types of BDCs: traded, non-traded, or
private.\10\ The proposed exemption described below would exempt non-
traded BDCs, thus treating them more similarly to
[[Page 14286]]
traded BDCs and to investment companies registered under the Investment
Company Act, both of which are exempt under paragraphs (c)(5) and
(c)(1) of Rule 5130, respectively. The proposed rule change would not
apply to private BDCs.\11\
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\10\ In this filing, ``traded BDC'' refers to a BDC with
registered shares under the Securities Act of 1933 (``Securities
Act'') that is publicly traded on a national securities exchange,
``non-traded BDC'' refers to a BDC with registered shares under the
Securities Act that is not publicly traded, and ``private BDC''
refers to a BDC that is offered as a private placement. For purposes
of the proposed rule change, the term ``BDC'' refers generally to
all types of BDCs.
\11\ FINRA does not propose to extend the exemption to private
BDCs at this time because they do not register their equity
offerings with the SEC under the Securities Act and thus do not
offer or sell their shares to the public. The other relevant
exemptions from the new issue rules are for accounts that are
available to the public (i.e., investment companies registered under
the Investment Company Act, publicly traded entities, and foreign
investment companies listed on a foreign exchange for sale to the
public or authorized for sale to the public by a foreign regulatory
authority). See supra notes 8-9 and accompanying text.
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BDCs
Congress created BDCs in 1980 as a special category of pooled
investment vehicles designated to facilitate access to capital and
financing for small and growing companies.\12\ BDCs are domestic
closed-end investment companies that elect to be regulated under the
Investment Company Act.\13\
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\12\ See Small Business Investment Incentive Act of 1980, Public
Law 96-477, 94 Stat. 2275 (1980); see also Letter from Afshin
Atabaki, FINRA, to Wallace W. Kunzman, Jr., Kunzman & Bollinger,
Inc., dated December 1, 2014 (providing interpretive guidance
regarding whether Direct Participation Programs Representatives are
eligible to sell shares of a non-listed BDC that has elected to be
taxed as a regulated investment company).
\13\ See Investment Company Act Section 2(a)(48), 15 U.S.C. 80a-
2(a)(48).
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Section 54(a) allows a company to be regulated as a BDC if it meets
the provisions of Sections 55 through 65 of the Investment Company Act
and also files a registration statement (Form N-2) for a class of
equity securities pursuant to Section 12 of the Exchange Act.\14\ Both
traded and non-traded BDCs offer securities registered under the
Securities Act by registering a class of securities on Form N-2. Traded
BDCs list their securities on a national securities exchange while non-
traded BDCs do not.
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\14\ See Investment Company Act Sections 54(a) and 64(a), 15
U.S.C. 80a-53(a) and 80a-63(a).
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As discussed, traded BDCs can comply with an exemption in Rule 5130
for publicly traded entities, but non-traded and private BDCs cannot.
This proposed rule change would create an exemption for non-traded
BDCs.
Only 30 percent of BDC assets can potentially be invested in new
issues. This is because Section 55(a) of the Investment Company Act
requires at least 70 percent of the assets held by BDCs (other than
non-investment assets used to conduct the BDC's operations) to be:
(1) privately issued securities purchased from issuers who are
``eligible portfolio companies,'' discussed below;
(2) securities of eligible portfolio companies that are controlled
by the BDC and of which an affiliated person of the BDC is a director;
(3) privately issued securities from affiliated non-investment
company issuers subject to a bankruptcy, reorganization, insolvency or
similar proceeding or otherwise unable to meet its obligations without
assistance;
(4) securities of eligible portfolio companies acquired in private
transactions when no ready market for the securities exists, and the
BDC owned at least 60 percent of the outstanding equity of the issuer
immediately before the acquisition;
(5) securities received in exchange or distributed with respect to
any of the foregoing securities (including securities obtained pursuant
to the exercise of options, warrants or rights relating to such
securities);
(6) Cash, cash items, government securities, and other high quality
debt securities; and
(7) office furniture and equipment, interests in real estate and
leasehold improvements and facilities maintained to conduct the
business operations of the BDC, deferred organization and operating
expenses, and other noninvestment assets necessary and appropriate to
its operations as a BDC.\15\
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\15\ 15 U.S.C. 80a-54(a)(1)-(7).
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In satisfying the 70 percent test, BDCs must primarily invest in
``eligible portfolio companies.'' \16\ That term is defined under
Section 2(a)(46) of the Investment Company Act as an issuer that is
organized under the laws of, and has its principal place of business
in, any state or states, is neither an investment company as defined in
Section 3 of the Investment Company Act nor a company excluded from the
definition of investment company under Section 3(c) of the Investment
Company Act and satisfies one of four categories: (1) it does not have
any class of securities with respect to which a member of a national
securities exchange, broker, or dealer may extend or maintain credit to
or for a customer pursuant to rules or regulations adopted by the
Federal Reserve System; (2) it is controlled by a BDC, either alone or
as part of a group acting together, and such BDC in fact exercises a
controlling influence over the management or policies of such eligible
portfolio company and, as a result of such control, has an affiliated
person who is a director of such eligible portfolio company; (3) it has
total assets of not more than $4 million and capital and surplus of not
less than $2 million; or (4) it meets such other criteria as the
Commission may establish by rule.\17\
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\16\ See 15 U.S.C. 80a-2(a)(46) (defining ``eligible portfolio
company'').
\17\ 15 U.S.C. 80a-2(a)(46).
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Proposed Amendments to Rules 5130(c) and 5131(b)
FINRA proposes to adopt a categorical exemption for non-traded BDCs
under Rule 5130(c)(12) and, by reference, under Rule 5131(b). The
proposed exemption would apply to a business development company as
that term is defined in Section 2(a)(48) of the Investment Company Act
the shares of which are registered under the Securities Act. The
proposed exemption would allow non-traded BDCs, and therefore investors
in non-traded BDCs, to more easily obtain access to new issues in so
much as they could be included in the allowable 30 percent of a non-
traded BDC's portfolio. In addition, the proposed exemption would
expand the pool of investors who can participate in initial public
offerings (``IPOs'') through their investment in a non-traded BDC.
As discussed, there is already an exemption for publicly traded
entities \18\ and for investment companies registered under the
Investment Company Act.\19\ Non-traded BDCs are subject to similar
regulatory requirements under the Investment Company Act, they are
required to register a class of their equity securities under Section
12 of Exchange Act, and they are required to file periodic reports
under the Exchange Act. The proposed exemption would thus allow non-
traded BDCs to more easily diversify their portfolios with new issues
to the extent that such investments are consistent with all other
applicable regulations.
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\18\ See Rule 5130(c)(5).
\19\ See Rule 5130(c)(1).
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In light of the regulatory similarities between non-traded BDCs,
traded BDCs, and investment companies registered under the Investment
Company Act, FINRA proposes to adopt a categorical exemption for non-
traded BDCs under Rule 5130(c)(12) and, by reference, under Rule
5131(b). Specifically, as proposed, a BDC as that term is defined in
Section 2(a)(48) of the Investment Company Act, the shares of which are
registered under the Securities Act, would be exempt from the
requirements of Rules 5130(a) and 5131(b).
If the Commission approves the proposed rule change, FINRA will
announce the effective date of the
[[Page 14287]]
proposed rule change in a Regulatory Notice.
2. Statutory Basis
FINRA 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 must 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.
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\20\ 15 U.S.C. 78o-3(b)(6).
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FINRA believes that the proposed exemption for non-traded BDCs
would expand access to investment options and maintain the integrity of
the public offering process without diminishing investor protection.
The proposed rule change would allow non-traded BDCs to more easily
invest in new issues and thus diversify their portfolios. This will
benefit investors in non-traded BDCs and promote capital formation by
giving more investors access to IPOs. By expanding access to IPOs
through a highly regulated entity, the proposed rule change maintains
the integrity of the public offering process while facilitating vibrant
capital markets.\21\
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\21\ See Regulatory Notice 23-09 (May 2023) (``FINRA promotes
the capital raising process through appropriately tailored rules for
its members that are designed to promote transparency and to
establish important standards of conduct for the benefit of all
market participants, including investors and issuers.'').
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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, and identified the potentially material impacts of the proposal
on the affected parties. 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.
1. Regulatory Need
As discussed, Rule 5130 protects the integrity of the public
offering process and Rule 5131 addresses conflicts and abuses in the
allocation and distribution of new issues. Both rules have exemptions,
which FINRA believes strike the appropriate balance by promoting
capital formation while maintaining the protections that Rules 5130 and
5131 are designed to provide. Under the current rules, investment
companies registered under the Investment Company Act and traded BDCs
are exempt. FINRA believes it is appropriate to adopt a similar
exemption for non-traded BDCs, which will promote capital formation
while maintaining protections for investors.
2. Economic Baseline
The economic baseline for the proposed rule change is the current
requirements and provisions to which non-traded BDCs are subject and
the current market for IPOs. Using information on active BDCs provided
by the SEC along with other regulatory filings, FINRA estimates that
there were approximately 26 active non-traded BDCs in 2024.\22\ Section
55(a) of the Investment Company Act requires that at least 70 percent
of a BDC's total assets must be invested in certain types of
investments, such as privately issued securities, distressed debt, and
government securities. Thus, under the current FINRA rules, a non-
traded BDC can invest up to 30 percent of its assets in new issues
provided it can demonstrate that it is eligible to purchase new issues.
FINRA understands that non-traded BDCs currently face challenges in
demonstrating eligibility to purchase new issues due financial,
operational, and administrative constraints. As discussed above, non-
traded BDCs do not currently qualify for a categorical exemption.
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\22\ See the Business Development Company Report for 2024,
available at <a href="https://www.sec.gov/about/opendatasetsshtmlbdc">https://www.sec.gov/about/opendatasetsshtmlbdc</a>. The
estimate takes into account that active non-traded BDCs would also
have filed a closed-end management investment company registration
statement (Form N-2) and filed a recent Form 10-K, but do not offer
or sell their shares to the public on a national securities
exchange.
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The market for IPOs is economically important. Between 2017 and
2021, annual IPO proceeds ranged from $23 billion to $119 billion, and
the average first-day return on IPO shares ranged between 13% and
42%.\23\
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\23\ See IPO Data, available at <a href="https://site.warrington.ufl.edu/ritter/ipo-data/">https://site.warrington.ufl.edu/ritter/ipo-data/</a>.
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3. Economic Impacts
A. Anticipated Benefits
The proposed rule change would allow non-traded BDCs that invest in
new issues under the 30 percent threshold permitted under the
Investment Company Act, to incur less regulatory burden in
demonstrating their eligibility to receive new issue allocations.
Specifically, these non-traded BDCs would save the operational expense
of having to demonstrate that they do not have any restricted or
covered persons as beneficial owners, or that the beneficial interests
of restricted persons is de minimis.\24\ To the extent such non-traded
BDCs would invest in new issues but for the expense of demonstrating
eligibility, such non-traded BDCs and their investors would benefit
from the proposed rule change. Specifically, non-traded BDCs would be
able to diversify up to 30 percent of their portfolios into IPOs.
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\24\ See FINRA Rule 5130(c)(4); 5131(b)(2).
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B. Anticipated Costs
There is some risk under the proposed rule change that an otherwise
restricted or covered person may invest in a non-traded BDC for the
purpose of investing in new issues. FINRA believes that this risk is
mitigated by several factors.
As discussed, only 30 percent of BDC assets could potentially be
invested in IPO shares because Section 55(a) of the Investment Company
Act requires that BDCs must primarily invest in eligible portfolio
companies. Due to this limitation, it is unlikely that restricted or
covered persons would be able to influence the allocation of IPO shares
to these non-traded BDCs or to benefit significantly from an IPO
allocation since the restricted or covered persons would only receive a
small fraction of the profits or losses. Additionally, FINRA
understands that the costs of setting up and maintaining a non-traded
BDC are high. This makes it unlikely that it would be profitable to
establish a non-traded BDC for the purpose of permitting restricted or
covered persons to invest in new issues.\25\
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\25\ These expenses include the external management costs and
costs associated with reporting requirements for public companies.
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C. Anticipated Competitive Effects
The proposal may increase competition for investors between and
among non-traded BDCs, traded BDCs, and investment companies registered
under the Investment Company Act. Relative to the baseline, the
proposal may also increase interest in, and thus competition for,
investing in non-traded BDCs because access to IPOs may enhance BDC
returns and diversification. The proposal may therefore promote capital
formation by giving more investors access to IPOs.
4. Alternatives Considered
No alternatives were considered for the proposed amendments to
Rules 5130 and 5131.
[[Page 14288]]
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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) by order approve or disapprove such proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be 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
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#0c7e796069216f6361616962787f4c7f696f226b637a"><span class="__cf_email__" data-cfemail="1c6e697079317f7371717972686f5c6f797f327b736a">[email protected]</span></a>. Please include
file number SR-FINRA-2025-001 on the subject line.
Paper Comments
<bullet> 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-2025-001. 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 (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10 a.m. and 3
p.m. Copies of the filing also 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-2025-001 and should be submitted on or
before April 21, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
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\26\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-05448 Filed 3-28-25; 8:45 am]
BILLING CODE 8011-01-P
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