FINRA Rule 5190 Filing Report Card
The FINRA Rule 5190 Report Card is a quarterly compliance report available to member firms. The report card displays all offerings captured by FINRA's surveillance pattern during a quarter and identifies potential exceptions related to the firm's compliance with Rule 5190 notification requirements. The purpose of the report card is to help firms monitor their compliance with SEC Regulation M notification requirements and compare their performance against industry benchmarks.
The report card includes several performance metrics to assess firm compliance. Total Firm Deals represents all offerings for which the firm had apparent notification obligations that were captured by the surveillance pattern in the quarter. Total Distinct Firm Deals with Exceptions identifies offerings with one or more potential exceptions. Total Firm Notifications with Exceptions counts the individual notifications containing potential exceptions. The Firm Compliance Rate shows the percentage of offerings submitted without exceptions, and the Firm Exception Rate shows the percentage of offerings with one or more potential exceptions. For comparison purposes, the report card also displays the Industry Compliance Rate and Industry Exception Rate.
For each offering captured, the report card provides deal-level information including the Deal ID, Firm Deal ID, Issuer Symbol, Listing Market, Transaction Type, the Quarter in which the surveillance review occurred, and an Exception indicator showing Yes or No. The report card identifies several types of potential reporting issues, including Missing RPN when a Regulation M Restricted Period Notification may not have been filed, Untimely Restricted Period Notification when the notification may have been submitted late, Untimely Trading Notification when the notification may have been submitted late, Untimely Notice of Intent when the notice of penalty bid or syndicate covering transaction may have been submitted late, Distribution Participant Differences Across Notifications when there appear to be inconsistencies in participant reporting across multiple notifications, and Distribution Participants Not Reported on Notifications when participants associated with the offering may not have been identified on required notifications. The report card also includes Deal Types Exception Ratios, which provide a breakdown of potential issues by offering type such as initial public offerings, follow-on offerings, PIPE offerings, and at-the-market distributions.
Submission Totals:
Term | Definition |
|---|---|
| Total Firm Deals | The total number of deals captured by FINRA’s surveillance pattern during a given quarter for which the firm had apparent notification obligations under Rule 5190. |
| Total Distinct Firm Deals with Exceptions | The total number of unique deals captured by FINRA's surveillance pattern during the quarter for which the firm had apparent notification obligations under Rule 5190 and where FINRA identified one or more potential exceptions, such as late submission of required notifications or failure to identify all distribution participants associated with the offering. |
| Total Firm Notifications with Exceptions | The total number of individual Rule 5190 notifications submitted by the firm during the quarter containing one or more potential exceptions, such as late submission or failure to identify all distribution participants associated with the offering. |
| Firm Compliance Rate | The percentage of deals for which the firm had apparent notification obligations under Rule 5190 during the quarter that were submitted in full compliance with the rule's requirements, calculated by dividing Total Firm Deals without exceptions by Total Firm Deals. |
| Firm Exception Rate | The percentage of deals for which the firm had apparent notification obligations under Rule 5190 during the quarter that contained one or more potential exceptions, calculated by dividing Total Distinct Firm Deals with Exceptions by Total Firm Deals. |
| Industry Compliance Rate | The percentage of all deals for which all member firms had apparent notification obligations under Rule 5190 during the quarter that were submitted in full compliance with the rule's requirements across the entire industry, calculated by dividing the total number of industry deals without exceptions by the total number of industry deals captured by FINRA's surveillance pattern during the quarter. |
| Industry Exception Rate | The percentage of all deals for which all member firms had apparent notification obligations under Rule 5190 during the quarter that contained one or more potential exceptions across the entire industry, calculated by dividing the total number of industry deals with exceptions by the total number of industry deals captured by FINRA's surveillance pattern during the quarter. |
Exception Types Counts:
Term | Definition |
|---|---|
| Missing Restricted Period Notification | The number of deals captured by FINRA’s surveillance pattern during the quarter where the firm may have failed to submit a Regulation M Restricted Period Notification. |
| Missing Trading Notification | The number of deals captured by FINRA’s surveillance pattern during the quarter where the firm may have failed to submit a Regulation M Trading Notification. |
| Missing Notice of Intent | The number of deals captured by FINRA’s surveillance pattern during the quarter where the firm may have failed to submit a Regulation M Notice of Intent to Impose a Penalty Bid, Engage in a Syndicate Covering Transaction and/or Enter a Stabilizing Bid. |
| Untimely Restricted Period Notification | The number of deals captured by FINRA’s surveillance pattern during the quarter where the firm may have submitted a Regulation M Restricted Period Notification later than the business day prior to the first complete trading session of the applicable restricted period. |
| Untimely Trading Notification | The number of deals captured by FINRA’s surveillance pattern during the quarter where the firm may have submitted a Regulation M Trading Notification later than the close of business the next business day following the pricing of the distribution. |
| Untimely Notice of Intent | The number of deals captured by FINRA’s surveillance pattern during the quarter where the firm may have submitted a Notice of Intent to Impose a Penalty Bid, Engage In a Syndicate Covering Transaction and/or Enter a Stabilizing Bid after imposing the penalty bid, engaging in the first syndicate covering transaction or entering a stabilizing bid. |
| Distribution Participant Differences Across Notifications | The number of deals captured by FINRA's surveillance pattern during the quarter where the pattern identified inconsistencies in the distribution participants reported across multiple notifications submitted for the same offering, such as distribution participants identified in the Regulation M Restricted Period Notification that were not included in the Regulation M Trading Notification, or vice versa. |
| Distribution Participants Not Reported on Notifications | The number of offerings captured by FINRA's surveillance pattern during the quarter where the pattern identified distribution participants associated with the offering that were not reported on any of the Rule 5190 notifications submitted by the firm. |
Deal Types Exception Ratios:
| The percentage of deals with one or more potential exceptions during the quarter attributable to each transaction type (e.g., initial public offerings, follow-on offerings, PIPE offerings, etc.), calculated by dividing the number of deals with potential exceptions for each transaction type by the total number of deals with potential exceptions across all transaction types. |
Details Data:
Term | Definition |
|---|---|
| Quarter | The three-month calendar period (Q1: January-March, Q2: April-June, Q3: July-September, Q4: October-December) in which FINRA's surveillance pattern captured the offering to review compliance with Rule 5190 notification requirements.
|
| Exception | An indicator displayed as “Y” for Yes and “N” for No showing whether FINRA's surveillance pattern identified one or more potential exceptions regarding a firm's compliance with Rule 5190 notification requirements for an offering, such as failure to submit a required notification, untimely submission of a notification, or failure to identify all distribution participants associated with the offering. |
| Deal ID | A unique system-generated identifier assigned by FINRA to each deal. |
| Firm Deal ID | A unique system-generated identifier assigned by the submitting firm to each deal for which it submitted Rule 5190 notifications.
|
| Listing Market | The exchange where the security is listed. |
| Issuer Symbol | An abbreviation that is used to identify a stock for trading. |
| Issuer Name | The name of the company conducting an offering. |
| Transaction Type | The type of securities offering (e.g., initial public offering, follow-on offering, PIPE offering, at-the-market distribution, bought offering, etc.) |
| Missing RPNF? | An indicator displayed as a “Y” means that FINRA’s surveillance pattern identified that a Regulation M Restricted Period Notification was not filed for the deal. |
| Missing TNF? | An indicator displayed as a “Y” means that FINRA’s surveillance pattern identified that a Regulation M Trading Notification was not filed for the deal. |
| Missing NOI? | An indicator displayed as a “Y” means that FINRA’s surveillance pattern identified that a Regulation M Notice of Intent to Impose a Penalty Bid, Engage in a Syndicate Covering Transaction and/or Enter a Stabilizing Bid was not filed for the deal. |
| Untimely RPNF? | An indicator displayed as a “Y” means that FINRA’s surveillance pattern identified that the firm may have submitted a Regulation M Restricted Period Notification later than the business day prior to the first complete trading session of the applicable restricted period. |
| RPNF Submit Date | The date the Regulation M Restricted Period Notification was submitted to FINRA. |
| Untimely TNF? | An indicator displayed as a “Y” means that FINRA’s surveillance pattern identified that the firm may have submitted a Regulation M Trading Notification later than the close of business the next business day following the pricing of the distribution. |
| TNF Submit Date | The date the Regulation M Trading Notification was submitted to FINRA. |
| Untimely NOI? | An indicator displayed as a “Y” means that FINRA’s surveillance pattern identified that the firm may have submitted a Notice of Intent to Impose a Penalty Bid, Engage In a Syndicate Covering Transaction and/or Enter a Stabilizing Bid after imposing the penalty bid, engaging in the first syndicate covering transaction or entering a stabilizing bid. |
| NOI Submit Date | The date the Notice of Intent to Impose a Penalty Bid, Engage In a Syndicate Covering Transaction and/or Enter a Stabilizing Bid was submitted to FINRA. |
| Missing Participant - Form? | An indicator displayed as "Y" means that FINRA's surveillance pattern identified inconsistencies in the distribution participants reported across multiple notifications submitted for the same offering, such as distribution participants identified in the Regulation M Restricted Period Notification that were not included in the Regulation M Trading Notification, or vice versa. |
| Missing Participant - Deal? | An indicator displayed as "Y" means that FINRA's surveillance pattern identified distribution participants associated with the offering that were not reported on any of the Rule 5190 notifications submitted by the firm. |