Filing Fees to Start July 1 for Private Placements Seeking to Raise More Than $25M

The Financial Industry Regulatory Authority announced the implementation of new private placement filing fees for placements over $25 million, starting July 1, 2025. This change is carrying through FINRA’s proposal last year under Rule 5123.

The timing for the updated fees was shared with Alts Wire by Catherine Bowman, founder of The Bowman Law Firm, and Deborah Froling, a partner at Kutak Rock LLP – both co-chairs of ADISA’s legislative and regulatory committee.

ADISA is the Alternative & Direct Investment Securities Association.

The announcement of fees was earlier described in the Federal Register in November 2024.

Designed to be similar to the current fee for public offering reviews, the new private placement filing fee will consist of both a flat fee and percentage of the maximum offering proceeds. The new fees will apply only to private placements seeking to raise more than $25 million, which FINRA staff indicated is roughly one-third of the private placements they typically receive. The fees will consist of a $300 base fee and an offering fee of 0.008%, with a cap on total fees of $40,300 (which would apply to a $500 million offering).

According to ADISA, the new fee structure is expected to primarily impact issuers, as they are likely to bear the ultimate cost of these filings.

FINRA has confirmed that if a member broker-dealer pays these fees and is later reimbursed, the reimbursement will not be considered underwriting compensation.

As previously reported, FINRA expanded its filing requirements relating to private placements to include retail communications in October 2021. The changes applied to Rule 5122 (private placements of securities issued by members) and Rule 5123 (private placements of securities) and required members to file retail communications that promote private placement offerings.

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