Some issuers will be subject to higher FINRA fee caps beginning July 1, 2025.

Section 7 of Schedule A to the FINRA By-Laws sets forth the fees associated with filing documents pursuant to the Corporate Financing Rule.

Currently: 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). 

Effective July 1, 2025: The cap for non-WKSIs will increase from $225,000 to $1,125,000. The fee cap for WKSI filings will increase gradually from the current cap of $225,000 to $560,000 in 2029.

In addition, FINRA is instituting a review fee for certain filings made in connection with a private placement transaction. Filings made for a private placement offering exceeding $25 million will incur a fee of $300 plus .0008% of the maximum offering proceeds, with a cap of $40,300. FINRA advises that reimbursement of these fees will not be considered underwriting compensation.

This article is part of a Fenwick "Securities Law Update" authored by David A. Bell, Ran Ben-Tzur, Amanda Rose, and Wendy Grasso.