SEC Approves FINRA Rule 2210 Amendments

The SEC’s recent approval of amendments to FINRA Rule 2210, Communications with the Public, on October 15, 2026, represents a significant and long-awaited regulatory development, providing greater flexibility for broker-dealers to include targeted returns and performance projections in certain investor communications. The amendments also help address longstanding differences between the regulatory standards applicable to broker-dealers and investment advisers, particularly in connection with private fund offerings.

Historically, FINRA Rule 2210 generally prohibited broker-dealers from predicting or projecting performance in communications with the public, including through targeted returns. Limited exceptions included certain mathematical illustrations, investment analysis tools, and price targets in research reports.

This restriction could limit a firm’s ability to provide forward-looking information about potential investment outcomes, particularly in private fund offerings, where targeted returns and performance projections are commonly included in offering materials and investor presentations.

The differing standards for broker-dealers and investment advisers also created challenges for firms operating both businesses, as information permitted under the SEC’s Investment Adviser Marketing Rule was not necessarily permissible under FINRA’s communications requirements.

What Is Changing

Under the amended Rule 2210, broker-dealers will be permitted to communicate projected performance and targeted returns for individual securities, investment portfolios, and investment strategies, provided specific conditions are met.

The amended rule requires firms to:

• Adopt and implement written policies and procedures reasonably designed to ensure that the communication is relevant to the likely financial situation and investment objectives of its intended audience.
• Provide sufficient information for the intended audience to understand the criteria and assumptions used to calculate the projected performance or targeted return, as well as the risks and limitations of relying on that information.
• Maintain records that include information about the source of any projection or targeted return used in the communication.

Communications must continue to comply with Rule 2210’s general content standards, including fair and balanced presentation and the prohibition on false, exaggerated, unwarranted, promissory, or misleading statements.

What This Means for Broker-Dealers

The amendments are designed for communications directed to investors who have the resources and financial expertise to independently assess projected performance or targeted returns and their limitations. They generally are not intended for mass-audience or general retail communications.

For affiliated broker-dealers communicating about private fund offerings, the change may reduce some practical friction when communicating with sophisticated investors. However, firms must evaluate broker-dealer communications under the amended FINRA framework. The amendments do not make every communication permissible simply because similar information may be used under the Investment Adviser Marketing Rule.