FINRA Rule 11894

FINRA Rule 11894 sits within the 11890 Clearly Erroneous Transactions cluster of the 11000 Uniform Practice Code as its fourth and final rule, immediately following FINRA Rule 11893's OTC equity securities framework — and, as the final rule of the entire FINRA Rule 11800 Close-Out Procedures subsection, immediately preceding FINRA Rule 11900, Clearance of Corporate Debt Securities, the final rule of the entire 11000 Uniform Practice Code.

FINRA Rule 11894(a): The Two Appeal Pathways and Their Carve-Outs

FINRA Rule 11894(a) opens with two parallel sentences, each establishing an appeal pathway from one of the two category-specific clearly erroneous rules this dictionary has examined.

The first sentence addresses FINRA Rule 11892 determinations — a member or person associated with a member may appeal a determination to declare a transaction null and void made by a FINRA officer under Rule 11892 to the UPC Committee, unless a decision is made by a FINRA officer under Rule 11892.02 regarding transactions that occurred outside of the applicable Price Bands disseminated pursuant to the LULD Plan, and further provided that rulings made by FINRA in conjunction with one or more other self-regulatory organizations are not appealable. This sentence directly confirms — and now provides the full text for — the two carve-outs this dictionary's FINRA Rule 11892 entry identified from that rule's own paragraph (a)(2): Supplementary Material .02 (member-technology-issue LULD Price Band determinations) and joint-SRO rulings. The mirror-image relationship between FINRA Rule 11892(a)(2)'s description of these carve-outs and FINRA Rule 11894(a)'s own statement of them confirms these two provisions were drafted as a coordinated pair — FINRA Rule 11892(a)(2) tells the aggrieved party that an appeal under Rule 11894 is available except in these two circumstances, and FINRA Rule 11894(a) tells the UPC Committee (and confirms to the appellant) the precise scope of appeals it will entertain from FINRA Rule 11892 determinations.

The second sentence addresses FINRA Rule 11893 determinations — a member or person associated with a member may appeal a determination to declare a transaction null and void made by a FINRA officer under Rule 11893 to the UPC Committee, unless the officer making the determination also determines that the number of the affected transactions is such that immediate finality is necessary to maintain a fair and orderly market and to protect investors and the public interest. This sentence likewise directly mirrors FINRA Rule 11893(a)'s own carve-out language, confirming the same coordinated-drafting relationship for the OTC equity securities pathway.

A notable textual feature deserving comment is the introduction of person associated with a member alongside member as an eligible appellant — neither FINRA Rule 11892(a)(2) nor FINRA Rule 11893(a), as this dictionary examined them, used this expanded phrase; both referred simply to the party aggrieved by the action. FINRA Rule 11894(a)'s person associated with a member language clarifies that the appeal right extends not only to the member firm itself but to associated persons (registered representatives and other individuals associated with a member) who may be directly affected by a clearly erroneous determination — for example, a registered representative whose own order, entered on the member's behalf, was the subject of the determination.

The 30-Minute Written Appeal Deadline and the Information-Exchange Framework

FINRA Rule 11894(a)'s third sentence establishes the appeal's formal requirements — an appeal must be made in writing, and must be received by FINRA within thirty (30) minutes after the person making the appeal is given the notification of the determination being appealed.

This 30-minute deadline represents an extraordinarily compressed window by the standards this dictionary has traced throughout its coverage of the Uniform Practice Code — even the most time-sensitive provisions this dictionary has previously examined (FINRA Rule 11740(d)'s immediate compliance standard, or FINRA Rule 11892(a)(1)'s own 30-minute determination window) involved either an open-ended immediately standard or a 30-minute window for FINRA's own initial action, not for a private party's formal written appeal of that action. FINRA Rule 11894(a)'s 30-minute appeal deadline confirms that the entire clearly erroneous review-and-appeal cycle — initial FINRA officer determination (within 30 minutes, or by specified deadlines, per FINRA Rule 11892 and FINRA Rule 11893), notification to the parties, and any appeal — is designed to operate on a compressed, same-session timescale appropriate to a marketplace where prices and positions continue to move in real time while a clearly erroneous determination's status remains unresolved.

The fourth and fifth sentences establish a bilateral information-exchange framework following a timely appeal — once a written appeal has been received, the counterparty to the trade that is the subject of the appeal will be notified of the appeal and both parties shall be able to submit any additional supporting written information up until the time the appeal is considered by the UPC Committee. Either party to a disputed trade may request the written information provided by the other party during the appeal process. This framework ensures that an appeal is not a purely one-sided submission by the appealing party — the counterparty receives notice and an equal opportunity to submit supporting information, and each party may obtain the other's submissions, before the UPC Committee considers the appeal. This bilateral-disclosure structure parallels, in its underlying fairness rationale, the kind of mutual-information principles this dictionary has observed throughout the Uniform Practice Code's documentation requirements — though here operating within an extremely compressed appellate timeframe rather than the multi-day windows of, for example, FINRA Rule 11710's reclamation periods.

No Stay, Scope Limitation, and the Review-and-Decision Obligation with Its Two Withdrawal Exceptions

FINRA Rule 11894(a)'s sixth sentence establishes two further procedural principles — an appeal shall not operate as a stay of the determination being appealed, and the scope of the appeal shall be limited to trades which the person making the appeal is a party.

The no-stay principle confirms that the underlying FINRA Rule 11892 or FINRA Rule 11893 determination — the nullification or modification of the transaction — remains in effect during the pendency of the appeal itself; an appellant cannot use the act of appealing to suspend the practical consequences of the determination while the UPC Committee's review is pending. This no-stay principle connects to the broader theme of finality and prompt resolution this dictionary has traced throughout the close-out and clearly-erroneous frameworks — a stayed determination, pending what might (notwithstanding the 30-minute appeal deadline) become an extended UPC Committee review process, would leave the underlying transaction's status in limbo in a manner inconsistent with the fair-and-orderly-market objectives FINRA Rules 11891 through 11893 repeatedly invoke.

The scope limitation — limited to trades which the person making the appeal is a party — confirms that an appeal under FINRA Rule 11894 is not a vehicle for a third party to challenge a determination's effect on transactions to which that third party was not itself a counterparty, even where a single FINRA officer determination might affect multiple transactions or multiple parties (as in a Multi-Stock Event under FINRA Rule 11892(b)(2)(B), or a large-number-of-affected-transactions scenario under FINRA Rule 11893(a)). Each appellant's appeal is confined to the trades to which that appellant was itself a party.

The seventh sentence establishes the review-and-decision obligation and its two exceptions — once a party has appealed a determination to the UPC Committee, the determination shall be reviewed and a decision rendered, unless (1) both parties to the transaction agree to withdraw the appeal prior to the time a decision is rendered, or (2) the party filing the appeal withdraws its appeal prior to the notification of counterparties under this paragraph.

These two withdrawal exceptions operate at different points in the appeal's timeline. Exception (2) — the appellant's unilateral withdrawal prior to counterparty notification — addresses the earliest possible withdrawal point: before the counterparty has even been notified of the appeal (per the fourth sentence's notification requirement), the appellant retains an essentially unilateral right to withdraw, since the counterparty has not yet been drawn into the appeal process at all. Exception (1) — both parties' mutual agreement to withdraw, available any time prior to a decision being rendered — addresses the later stage, once the counterparty has been notified and the bilateral information-exchange process (per the fourth and fifth sentences) is underway or complete; at this later stage, withdrawal requires both parties' agreement, since both have by then become participants in the appeal process whose interests a unilateral withdrawal might otherwise prejudice.

Absent either exception, the determination shall be reviewed and a decision rendered — establishing that, once properly appealed (and absent a qualifying withdrawal), the UPC Committee cannot simply decline to decide; a decision is mandatory.

The UPC Committee's Decision Options: Affirm, Modify, Reverse, or Remand

FINRA Rule 11894(a)'s final sentence establishes the UPC Committee's decision framework — upon consideration of the record, and after such hearings as it may in its discretion order, the UPC Committee, pursuant to the standards set forth in this Rule, shall affirm, modify, reverse, or remand the determination.

This four-option framework — affirm (uphold the FINRA officer's original determination unchanged), modify (alter some aspect of the determination, for example adjusting a price rather than nullifying the transaction entirely, or vice versa), reverse (overturn the determination entirely, restoring the transaction to its original terms), or remand (send the matter back to the FINRA officer for further consideration, presumably where the Committee identifies a need for additional fact-finding or analysis the Committee itself is not positioned to undertake) — represents the most complete appellate-decision vocabulary this dictionary has encountered throughout its coverage of the Uniform Practice Code. The pursuant to the standards set forth in this Rule qualifier confirms that the UPC Committee's review is not a free-ranging de novo reconsideration untethered from FINRA Rule 11892 and FINRA Rule 11893's own substantive standards (the Numerical Guidelines, Percentage Parameters, Reference Price determinations, and Additional Factors this dictionary examined in those rules' entries) — rather, the Committee applies those same standards in reviewing the FINRA officer's original determination, with affirm, modify, reverse, or remand representing the range of outcomes that application might produce. The after such hearings as it may in its discretion order language confirms the Committee retains discretion over its own procedure — hearings are available at the Committee's discretion, but are not a mandatory component of every appeal.

FINRA Rule 11894(b): The Bifurcated Timing Standards — Exchange-Listed Versus OTC Equity

FINRA Rule 11894(b)(1) establishes the timing standard for exchange-listed-security appeals — determinations by the UPC Committee will be rendered as soon as practicable, but generally, on the same trading day as the execution(s) under review. On requests for appeal received after 3:00 p.m. Eastern Time, a determination will be rendered as soon as practicable, but in no case later than the trading day following the date of the execution(s) under review.

FINRA Rule 11894(b)(2) establishes a simpler, single standard for OTC-equity-security appeals — determinations will be rendered as soon as practicable, but in no case later than the trading day following the date of the execution(s) under review — without the same-trading-day default and 3:00-p.m.-ET cutoff that paragraph (b)(1) establishes for exchange-listed securities.

This bifurcation directly mirrors the bifurcation this dictionary identified between FINRA Rule 11892(a)(1)'s dual 30-minute/extraordinary-circumstances timing standard and FINRA Rule 11893(a)'s single as-soon-as-possible-but-no-later-than-the-next-trading-day standard for the underlying FINRA officer determinations themselves. Just as the underlying determinations follow this same-day-versus-next-day pattern across the two categories, so too does the UPC Committee's appellate timing — exchange-listed-security appeals aim for same-trading-day resolution (with a 3:00 p.m. ET cutoff determining whether same-day resolution remains the target or shifts to the following day), while OTC-equity-security appeals uniformly target the following trading day at the latest, without an intermediate same-day aspiration. This consistency between the underlying-determination timing (FINRA Rule 11892 versus FINRA Rule 11893) and the appellate timing (FINRA Rule 11894(b)(1) versus (b)(2)) confirms that the entire review-and-appeal cycle for exchange-listed securities operates on a faster overall cadence than the corresponding cycle for OTC equity securities — consistent with the higher-frequency, more continuously-monitored character of exchange-listed trading this dictionary has observed throughout its coverage of FINRA Rule 11892's LULD-integrated framework, as contrasted with FINRA Rule 11893 Supplementary Material .01's limited-application, private-settlement-favoring posture for OTC equity securities.

FINRA Rule 11894(c): Finality and the Preservation of Arbitration Rights — A Direct Parallel to FINRA Rule 11720(d)

FINRA Rule 11894(c)'s first sentence establishes finality — the decision of the UPC Committee pursuant to an appeal, or a determination by a FINRA officer that is not appealed, shall be final and binding upon all parties and shall constitute final action on the matter in issue.

This finality principle confirms what FINRA Rule 11891 Supplementary Material .01 presupposed when it characterized refusal to take any action necessary to effectuate a final decision of a FINRA officer or the UPC Committee as conduct inconsistent with just and equitable principles of trade — FINRA Rule 11894(c) now confirms precisely which decisions carry this final and binding, conduct-inconsistent-with-Rule-2010-backstopped status: either a UPC Committee decision on appeal, or an unappealed FINRA officer determination (which becomes final by virtue of the appeal period's expiration without a timely appeal having been filed, or by virtue of falling within one of FINRA Rule 11894(a)'s non-appealable carve-out categories in the first instance).

The second sentence, however, immediately qualifies this finality in a manner this dictionary recognizes directly — any determination by a FINRA officer pursuant to Rule 11892 or 11893 or any decision by the UPC Committee pursuant to this Rule shall be rendered without prejudice as to the rights of the parties to the transaction to submit their dispute to arbitration.

This without prejudice... to submit their dispute to arbitration formulation directly parallels — in substance, nearly verbatim — the provision this dictionary examined in connection with FINRA Rule 11720(d): the running of the 30 month period described in this Rule shall not be deemed to foreclose a member's rights to pursue its claim via other open avenues, including but not limited to the FINRA arbitration procedure. Both provisions establish the same underlying principle this dictionary identified when examining FINRA Rule 11720(d) — that a procedural framework's own finality (there, the expiration of FINRA Rule 11720's 30-month reclamation period; here, the finality of a clearly erroneous determination or UPC Committee decision under FINRA Rule 11894) does not extinguish whatever independent substantive rights the parties might have to pursue their underlying dispute through FINRA's arbitration forum.

The practical significance of this arbitration-preservation principle in the FINRA Rule 11894 context is considerable. A clearly erroneous determination addresses a narrow question — was this transaction's price (or other term) clearly erroneous, and if so, should it be nullified or modified — under the specific Numerical-Guidelines-and-Additional-Factors framework FINRA Rule 11892 and FINRA Rule 11893 establish. A party's broader dispute with its counterparty regarding the transaction — which might involve questions of damages, contractual interpretation, or conduct not captured by the clearly erroneous framework's narrow focus — remains available for arbitration regardless of how the clearly erroneous question itself was resolved, and regardless of that resolution's finality for purposes of the transaction's own status (nullified, modified, or left standing).

FINRA Rule 11894(d): Communications — Equipment-Receipt Timing and the Press-Release Alternative for Mass Notifications

FINRA Rule 11894(d)(1) establishes the general communications framework — all materials submitted pursuant to this Rule shall be submitted in writing within the time parameters specified herein via such telecommunications procedures as FINRA may announce from time to time. Materials shall be deemed received at the time indicated by the equipment (i.e., facsimile or computer) receiving the materials. FINRA, in its sole and absolute discretion, reserves the right to reject or accept any material that is not received within the time parameters specified herein.

The equipment-receipt-time standard — materials deemed received at the time indicated by the receiving equipment — provides an objective, verifiable marker for compliance with FINRA Rule 11894(a)'s 30-minute appeal deadline and the various other time-sensitive submissions this rule and FINRA Rules 11892 and 11893 contemplate — removing potential disputes over when, precisely, a submission was "received" by anchoring that determination to the receiving equipment's own timestamp. The FINRA's sole and absolute discretion to reject or accept late materials provides a safety valve — while the time parameters themselves are not flexible by the submitting party's own assertion, FINRA retains ultimate discretion to accept a late submission where circumstances warrant, without thereby establishing any entitlement on the submitting party's part to such acceptance.

FINRA Rule 11894(d)(2) establishes the notification framework — FINRA shall provide affected parties with prompt notice of determinations under this Rule via facsimile, electronic mail, or telephone (including voicemail) — the same kind of multi-channel, immediate-or-near-immediate notification media this dictionary has encountered throughout the Uniform Practice Code's notice provisions (FINRA Rule 11740(g)'s letter, facsimile transmission, electronic mail, or other comparable written media; FINRA Rule 11810(h) and FINRA Rule 11820(b)'s written or electronic form having immediate receipt capabilities).

The proviso, however, introduces a mechanism this dictionary has not previously encountered — provided, however, that if an officer nullifies or modifies a large number of transactions pursuant to Rule 11892 or 11893, FINRA may instead provide notice to parties via a press release or any other method reasonably expected to provide rapid notice to many market participants. This press-release alternative directly addresses the practical reality that the individualized, facsimile/email/telephone notification framework — appropriate for a single transaction or a small number of affected parties — would become impractical, and potentially itself a source of delay, where a large number of transactions (the same large number of affected transactions concept this dictionary has now encountered in FINRA Rule 11892(b)(2)(B)'s Multi-Stock Events and FINRA Rule 11893(a)'s immediate-finality carve-out) have been nullified or modified, potentially affecting many market participants simultaneously. In such a scenario, a press release (or any other method reasonably expected to provide rapid notice to many market participants) serves the same prompt-notification function more efficiently than attempting individualized notification to each affected party.

FINRA Rule 11894(e): UPC Committee Panel Composition — The Market-Making Limitation

FINRA Rule 11894(e) addresses how UPC Committee decisions under FINRA Rule 11894 — and, notably, under other FINRA rules that permit review of FINRA decisions by the UPC Committee, extending this paragraph's applicability beyond FINRA Rule 11894 itself — may be rendered: a decision of the UPC Committee may be rendered by a panel of that Committee. The panel shall consist of three or more members of the UPC Committee, provided that no more than 50 percent of the members of any panel are directly engaged in market making activity or employed by a member with revenues from market making activity that exceed ten percent of its total revenues.

This three-or-more-member panel structure introduces a composition-and-independence concept this dictionary has not previously encountered in its coverage of the UPC Committee, which FINRA Rule 11110 established as the body responsible for interpretations and rulings under the Uniform Practice Code generally. FINRA Rule 11894(e)'s panel mechanism allows the full UPC Committee's decision-making authority under FINRA Rule 11894 (and other rules permitting UPC Committee review) to be exercised by a subset — a panel of three or more members — rather than requiring the full Committee's participation in every appeal, presumably reflecting the volume and time-sensitivity of clearly erroneous appeals relative to the UPC Committee's broader interpretive functions under FINRA Rule 11110.

The no more than 50 percent... directly engaged in market making activity or employed by a member with revenues from market making activity that exceed ten percent of its total revenues limitation introduces an independence safeguard specific to the clearly erroneous context. A clearly erroneous determination — particularly one nullifying or modifying a transaction's price — can directly affect market makers' positions and profitability (a market maker on one side of a since-nullified transaction may find itself in a different position than it would have occupied had the transaction stood). FINRA Rule 11894(e)'s composition limitation ensures that any panel deciding such appeals is not predominantly composed of individuals with a direct stake (through their own market-making activity, or their employer's substantial market-making revenue) in the outcome of clearly erroneous determinations generally — a structural independence safeguard this dictionary has not encountered in connection with FINRA Rule 11110's general establishment of the UPC Committee, but which makes considerable sense given the direct financial stakes clearly erroneous determinations can carry for market-making participants specifically.

The Amendment History: 22 Dates, Shared Origins with FINRA Rule 11892, and the Notice 24-04 Distinction

FINRA Rule 11894's amendment history — 22 effective dates from Adopted effective April 2, 1990 (the same adoption date this dictionary encountered for FINRA Rule 11892) through amendments effective June 21, 1991 and May 21, 1993, SR-NASD-96-51 effective February 23, 1998, SR-NASD-98-94 effective April 26, 1999, SR-NASD-98-85 effective October 11, 1999, SR-NASD-2002-127 effective January 22, 2003, SR-NASD-2003-080 effective May 6, 2003 (sharing this filing number with FINRA Rule 11891's Renumbered by SR-NASD-2003-80 effective May 6, 2003 entry), SR-NASD-2003-125 effective August 8, 2003, SR-NASD-2004-009 effective July 27, 2005, SR-NASD-2005-115 effective September 22, 2005, SR-NASD-2005-089 effective October 1, 2005, SR-NASD-2006-033 effective March 1, 2006, SR-NASD-2005-087 effective August 1, 2006, SR-NASD-2006-121 effective October 30, 2006, SR-NASD-2006-104 effective March 5, 2007, SR-FINRA-2008-037 effective July 8, 2008, SR-FINRA-2009-068 effective February 15, 2010, SR-FINRA-2022-027 effective October 1, 2022, and SR-FINRA-2023-017 effective May 28, 2024 — confirms FINRA Rule 11894 as nearly as extensively amended as FINRA Rule 11892, sharing the majority of FINRA Rule 11892's amendment dates (consistent with the two rules' close functional relationship as determination-and-appeal counterparts).

The SR-NASD-2003-080 effective May 6, 2003 entry's shared filing number with FINRA Rule 11891's Renumbered by SR-NASD-2003-80 entry (examined in this dictionary's FINRA Rule 11891 entry) confirms that this single 2003 filing addressed both FINRA Rule 11891's renumbering and a substantive amendment to FINRA Rule 11894 — a coordinated filing touching multiple rules within the cluster, consistent with the pattern this dictionary has observed of single filings producing same-date amendments across related provisions (as with SR-FINRA-2010-030/060's effect across numerous 11000-series rules generally).

The most significant point of distinction this dictionary identifies is FINRA Rule 11894's inclusion of the May 28, 2024 SR-FINRA-2023-017 T+1 conformity amendment and the corresponding Notice 24-04 — a connection FINRA Rule 11893 shares but FINRA Rule 11892 does not (FINRA Rule 11892's most recent amendment being SR-FINRA-2022-027 effective October 1, 2022, without a subsequent 2024 amendment). This confirms that the T+1 transition prompted amendments to FINRA Rule 11893 and FINRA Rule 11894 — the OTC equity securities determination rule and the appeal rule — but, on the confirmed record, not to FINRA Rule 11892 itself. Conversely, FINRA Rule 11894 does not include Notice 16-04 (which both FINRA Rule 11892 and FINRA Rule 11893 carry) or Notice 10-43 (which FINRA Rule 11892 carries) — confirming that FINRA Rule 11894's selected-notices profile is genuinely distinct from, rather than a simple subset or superset of, either FINRA Rule 11892's or FINRA Rule 11893's profile.

Connection to FINRA Rules 2010, 11110, 11720, 11890, 11891, 11892, 11893, and 11900

FINRA Rule 11894 connects directly to FINRA Rule 2010 — via FINRA Rule 11891 Supplementary Material .01's characterization of refusal to effectuate a final decision of a FINRA officer or the UPC Committee as conduct inconsistent with just and equitable principles of trade, with FINRA Rule 11894(c)'s finality provision now confirming precisely which decisions (UPC Committee appellate decisions, and unappealed FINRA officer determinations) carry this Rule-2010-backstopped final and binding status. It connects directly to FINRA Rule 11110 — the UPC Committee's foundational establishment, with FINRA Rule 11894(e)'s panel-composition and market-making-independence provisions adding a structural safeguard this dictionary had not previously encountered in connection with that Committee's general interpretive role. It connects directly and substantively to FINRA Rule 11720(d) — sharing, in near-identical formulation, the principle that a procedural framework's finality does not foreclose the parties' arbitration rights, the second instance of this specific principle this dictionary has encountered across its coverage of the 11000 series. It connects to FINRA Rule 11890 — sharing Notice 10-04. It connects directly and extensively to FINRA Rule 11892 and FINRA Rule 11893 — the two rules whose determinations FINRA Rule 11894(a) provides the appeal pathway for, with paragraph (a)'s carve-outs directly mirroring those rules' own appeal-availability language, paragraph (b)'s bifurcated timing standards mirroring those rules' own determination-timing bifurcation, and paragraph (d)(2)'s press-release alternative addressing the large number of affected transactions concept both rules introduce. And it connects to FINRA Rule 11900 — the final rule of the entire 11000 Uniform Practice Code, which this dictionary will examine next to complete its coverage of this series.

Examination Relevance and Key Takeaways

FINRA Rule 11894 is tested on the Series 7 and Series 24 examinations as the UPC Committee appeal framework for clearly erroneous transaction determinations — the final rule of the FINRA Rule 11890 cluster and of the entire FINRA Rule 11800 Close-Out Procedures subsection.

The key points to retain are these: FINRA Rule 11894(a) permits a member or associated person to appeal a FINRA Rule 11892 determination (except Supplementary Material .02 LULD-Price-Band determinations and joint-SRO rulings) or a FINRA Rule 11893 determination (except where immediate finality is necessary due to the number of affected transactions) to the UPC Committee, with appeals due in writing within 30 minutes of notification, counterparty notification and bilateral information-exchange rights, no stay of the underlying determination, a scope limited to the appellant's own trades, a mandatory review-and-decision obligation absent specified withdrawal exceptions, and a decision to affirm, modify, reverse, or remand; FINRA Rule 11894(b) establishes same-trading-day (or following-day for post-3:00-p.m.-ET requests) timing for exchange-listed-security appeals, and uniform following-trading-day timing for OTC-equity-security appeals — mirroring the underlying determination-timing bifurcation between FINRA Rules 11892 and 11893; FINRA Rule 11894(c) makes UPC Committee decisions and unappealed FINRA officer determinations final and binding and constituting final action, but expressly without prejudice to the parties' arbitration rights — directly paralleling FINRA Rule 11720(d)'s non-foreclosure principle; FINRA Rule 11894(d) establishes equipment-receipt-time-based submission standards with FINRA's discretion over late materials, prompt multi-channel notification, and a press-release alternative for large-scale nullifications or modifications; and FINRA Rule 11894(e) permits UPC Committee decisions to be rendered by a panel of three or more members, with no more than 50 percent directly engaged in (or employed by a member substantially dependent on) market-making activity — an independence safeguard for this specific appellate function. The rule was most recently amended effective May 28, 2024 through SR-FINRA-2023-017 (sharing Notice 24-04 with FINRA Rule 11893 but not FINRA Rule 11892), with 21 prior amendments extending to its 1990 adoption (shared with FINRA Rule 11892), and six selected notices — 98-21, 99-29, 00-10, 03-11, 10-04, and 24-04.