FINRA Proposes CTF Exemption from IPO Purchase Restriction Rules

April 13, 2026

FINRA Proposes to Exempt CTFs from its IPO Purchase Restriction Rules

David Breyer, Brian Hirshberg Mayer Brown Free Writings + Perspectives + Follow Contact LinkedIn Facebook X Send Embed

On March 30, 2026, the Financial Industry Regulatory Authority (FINRA) proposed amendments to its rules imposing restrictions on the purchase and sale of equity securities offered in initial public offerings (IPOs) (Rule 5130) and new issue allocations and distributions (Rule 5131) to exempt specified collective trust funds (CTFs) from the rules’ prohibitions.

CTFs (also known as collective investment trusts, or CITs) are bank-maintained pooled investment vehicles that generally consist of assets of one or more employer-sponsored benefits or retirement plans, government plans, or church plans. CTFs serve as an investment option for such plans, performing the same investment pooling function, among other similarities, as registered investment companies (RICs).

Currently, CTFs are not categorically exempt from Rules 5130 and 5131. Unlike RICs and common trust funds (another vehicle used by banks for collective investment of money on behalf of accounts for which the bank or a third party acts as fiduciary), which are both exempt from the new issue allocation restrictions set forth in Rules 5130 and 5131, CTFs would typically be required to represent that they are eligible to purchase new issues, including IPO securities. Due to the size and operational structure of CTFs, which often include investments from various pooled assets across multiple beneficial owners, FINRA has recognized that compliance may not always be feasible. The proposed changes to Rule 5130 would expand the pool of investors that can participate in IPOs by creating a categorical exemption for CTFs under new paragraph (c)(13), treating such funds similarly to RICs and common trust funds. The proposed modifications to Rule 5131 would likewise permit IPO allocations to exempt CTFs.

The proposed exemption would apply to a CTF if it satisfies two requirements: (1) the fund has investments from 1,000 or more plan participants and beneficiaries of one or more employee retirement benefits plans; and (2) the fund was not formed or maintained for the specific purpose of permitting restricted persons to invest in new issues.  The contemplated amendments seek to allow CTFs to more easily diversify their portfolios into IPOs, expand the pool of investors in IPO markets, and promote capital formation. Comments on the proposal must be submitted on or before 21 days from publication in the Federal Register, and, if approved, the amendments could go into effect by year-end. A link to the text of the proposed rule is available here.

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