2026-02-23 | Regulatory Notice 26-04

Added · Updated

FINRA Amends Capital Acquisition Broker Rules

FINRA adopts amendments to Capital Acquisition Broker (CAB) rules effective March 25, 2026, expanding the definition of "institutional investor" to include eligible employees of issuers. The changes permit CABs to act as placement agents for institutional investor buyers in sales of newly issued unregistered securities and allow representation of both buyers and sellers in change of control transactions with written consent. New provisions authorize associated persons to participate in private securities transactions under FINRA Rule 3280 requirements and allow CABs to receive securities as compensation. The amendments also update the M&A broker exemption to reference Section 15(b)(13) of the Exchange Act.

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