[Federal Register Volume 90, Number 56 (Tuesday, March 25, 2025)]
[Notices]
[Pages 13643-13647]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-04977]
[[Page 13643]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102698; File No. SR-NASDAQ-2025-028]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
(i) Introduce a New Fee Credit Under Equity 7, Section 118(a)(1) (Fees
for Execution and Routing of Orders) and Amend the Fee Schedule; (ii)
Introduce New Fees and Credits Under Equity 7, Section 118(b), (iii)
Amend Equity 7, Section 118(e) (Opening Cross) and Introduce a New Fee
Credit; and (iv) Eliminate the Excess Order Fee Credits at Equity 7,
Section 118(m) and Remove Related Language in Equity 7, Section
114(d)(1)
March 19, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on March 13, 2025, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to (i) introduce a new fee credit under
Equity 7, Section 118(a)(1) (Fees for Execution and Routing of Orders)
and amend the fee schedule; (ii) introduce new fees and credits under
Equity 7, Section 118(b), (iii) amend Equity 7, Section 118(e) (Opening
Cross) and introduce a new fee credit; and (iv) eliminate the Excess
Order Fee credits at Equity 7, Section 118(m) and remove related
language in Equity 7, Section 114(d)(1).
The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings, at the principal office of the Exchange, and at the
Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to: (i) introduce a new
fee credit under Equity 7, Section 118(a)(1) (Fees for Execution and
Routing of Orders) and amend charges to members that execute orders in
the Nasdaq Market Center; (ii) introduce new fees and credits under
Equity 7, Section 118(b), (iii) amend Equity 7, Section 118(e) (Opening
Cross) and introduce a new fee credit; and (iv) eliminate the Excess
Order Fee credits at Equity 7, Section 118(m) and remove related
language in Section 114(d)(1).
Introduction of New Fee Credit Under Section 118(a)(1)
The Exchange proposes to amend its schedule of credits, at Equity
7, Section 118(a)(1). Specifically, the Exchange proposes to introduce
a new credit applicable to Tapes A, B, and C for displayed quotes
(other than Supplemental Orders or Designated Retail Orders) that
provide liquidity. Under the proposed rule change, members will be
eligible for the new credit of $0.0030 if they meet the following
criteria in securities priced at or greater than $1: (1) the member
adds at least 1% of the Consolidated Volume, with at least 0.30% of
such volume being Tape B securities; and (2) the member adds at least
0.25% of Consolidated Volume of non-displayed liquidity (other than
midpoint orders) and Midpoint Extended Life Orders (``M-ELO'').
This proposed change will apply to Tapes A, B, and C. The purpose
of the new credit structure is to incentivize members to increase their
liquidity adding activity on the Exchange. By providing an additional
incentive for members to contribute displayed liquidity, the Exchange
aims to enhance market quality and improve liquidity.
The new proposed credit of $0.0030 is in addition to other credits
the Exchange already offers to member for providing displayed
liquidity. The Exchange believes that if this incentive successfully
drives additional liquidity, the resulting increase will enhance
overall market quality, benefiting all participants.
Additionally, the Exchange proposes to amend its schedule of fees,
at Equity 7, Section 118(a)(1), which incentivizes members to grow the
extent to which they participate in the Exchange's routing strategy for
Designated Retail Orders (``RFTY'').
RFTY is an order routing option designed to enhance execution
quality and benefit retail investors by providing price improvement
opportunities to Designated Retail Orders (``DROs'').\3\ As set forth
in Equity 7, Section 118(a), for securities in each Tape, the Exchange
presently charges a $0.0030 per share executed fee to a member for
shares executed above 4 million shares during the month for RFTY orders
that remove liquidity from the Nasdaq Market Center or that execute in
a venue with a protected quotation under Regulation NMS other than the
Nasdaq Market Center. For purposes of calculating the 4 million share
threshold described above and assessing the charge set forth herein,
the Exchange excludes RFTY orders that execute at taker-maker venues.
Currently, the Exchange charges no fee per share executed to a member
for shares executed up to 4 million shares or above 4 million shares,
provided that the member grows its volume of shares executed in RFTY
during regular Market Hours during the month by at least 100 percent
relative to March 2022, for RFTY orders that remove liquidity from the
Nasdaq Market Center or that execute in a venue with a protected
quotation under Regulation NMS.
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\3\ See Securities Exchange Act Release No. 34-75987 (September
25, 2015), 80 FR 59210 (October 1, 2015) (SR-NASDAQ-2015-112). A DRO
is an agency or riskless principal order that meets the criteria of
FINRA Rule 5320.03 and that originates from a natural person and is
submitted to Nasdaq by a member that designates it pursuant to this
rule, provided that no change is made to the terms of the order with
respect to price or side of market and the order does not originate
from a trading algorithm or any other computerized methodology. An
order from a ``natural person'' can include orders on behalf of
accounts that are held in a corporate legal form--such as an
Individual Retirement Account, Corporation, or a Limited Liability
Company--that has been established for the benefit of an individual
or group of related family members, provided that the order is
submitted by an individual. Members must submit a signed written
attestation, in a form prescribed by Nasdaq, that they have
implemented policies and procedures that are reasonably designed to
ensure that substantially all orders designated by the member as
``Designated Retail Orders'' comply with these requirements.
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The Exchange now proposes to amend the RFTY fee structure to adjust
the execution volume threshold from 4 million shares per month to 8
million
[[Page 13644]]
shares per month, reduce the charge for shares executed above 8 million
shares per month from $0.0030 to $0.0025, and introduce a new
requirement that members must add a daily average of at least 3 million
shares of Designated Retail Orders during the month to qualify for the
$0.0000 per executed share rate. The current 4 million share threshold
for determining execution fees for RFTY Orders will be increased to 8
million shares per month. This change applies to RFTY Orders that
remove liquidity from the Nasdaq Market Center or execute in a venue
with a protected quotation under Regulation NMS other than the Nasdaq
Market Center. For shares executed above 8 million shares per month,
the charge will be reduced from $0.0030 to $0.0025 per share executed.
For shares executed up to 8 million shares per month, or for shares
above the 8 million share threshold where the member adds a daily
average of at least 3 million shares of Designated Retail Orders during
the month, the charge will remain $0.0000 per executed share. RFTY
Orders that execute at taker-maker venues remain excluded from the
volume calculation. Members seeking to qualify for the $0.0000 per
executed share rate must now also add a daily average of at least 3
million shares of Designated Retail Orders during the month.
Additionally, requirements stating that provided that the member grows
its volume of shares executed in RFTY during regular Market Hours
during the month by at least 100 percent relative to March 2022 will be
removed. The proposed changes are designed to encourage greater
participation from retail liquidity providers while maintaining a
competitive pricing structure.
Credits and Fees for Orders in Securities Priced Below $1.00 During the
Pre-Market Session
The Exchange proposes to amend Equity 7, Section 118(b) to
introduce new credits and fees specifically for orders in securities
priced below $1.00 during the Pre-Market Session.\4\ Under the proposed
change, members entering an order that executes in the Nasdaq Market
Center during the Pre-Market Session for securities priced below $1.00
and provides liquidity will receive a credit of 0.05% of the total
dollar volume per executed share. Members entering an order that routes
and executes at an away market during the Pre-Market Session for
securities priced below $1 will be charged 0.3% of the total dollar
value per executed share. Members entering an order that executes in
the Nasdaq Market Center will be charged 0.15% of the total dollar
volume per executed share. The proposed changes aim to incentivize
market participants to provide liquidity within the Exchange during
early trading hours while ensuring fair and transparent execution costs
for orders routed externally.
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\4\ Nasdaq Rule Equity 1, Section 1(a) (9) defines Pre-Market
Sessions to mean the period of time beginning at 4:00 a.m. ET and
ending immediately prior to the commencement of Market Hours
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Opening Cross Amendment
The Exchange proposes to amend Equity 7, Section 118(e) (Opening
Cross), which provides fees for orders executed in the Exchange's
Opening Cross. Currently, Equity 7, Section 118(e)(1) provides that
Market-on-Open, Good-till-Cancelled, and Immediate-or-Cancel orders
executed in the Exchange's Opening Cross is $0.0015 per share executed,
and all other quotes and orders executed in the Exchange's Opening
Cross is $0.0011 per share executed. Equity 7, Section 118(e)(2)
provides firms that execute orders in the Exchange's Opening Cross will
be subject to fees for such executions up to a monthly maximum of
$35,000, provided, however that such firms add at least one million
shares of liquidity, on average per day, per month. The Exchange
proposes to amend Equity, 7 Section 118(e)(2) to provide firms that
execute orders in the Exchange's Opening Cross (in securities priced at
or above $1.00) will be capped at $35,000 per month, if firms add at
least one million shares of liquidity, on average per day, per month,
and to introduce a new fee credit of 0.25% of the total dollar volume
for Opening Cross Orders in shares priced below $1. Specifically, the
Exchange proposes to introduce explicit language stating that the
monthly maximum execution fees for the Opening Cross apply only to
securities priced at or above $1. The proposed fee of 0.25% of the
total dollar volume for Opening Cross Orders in shares priced below $1
incentivizes participants by introducing a fair and transparent order
fee for participants that execute orders below $1. The proposed changes
ensure fair and transparent pricing for Opening Cross participants
while aligning the fee structure with the Exchange's broader market
pricing practices.
Elimination of Excess Order Fee
The Exchange proposes to eliminate the Excess Order Fee in its fee
schedule at Equity 7, Section 118(m), which exists to deter members
from inefficient order entry practices that place excessive burdens on
the system of the Exchange and other members and that may negatively
impact the usefulness of market data. Under the Excess Order Fee, the
Exchange imposes an Excess Order Fee on members with an ``Order Entry
Ratio'' of more than 100. The Order Ration is calculated, and the
Excess Order Fee is imposed on a monthly basis. All calculations under
the rule are based on orders received during regular market hours
(generally, 9:30 a.m. to 4:00 p.m.) and excludes orders received at
other times, even if they are executed during regular market hours.
For each member, the Order Entry Ratio is the ratio of (i) the
member's ``Weighted Order Total'' to (ii) the greater of one (1) or the
number of displayed, non-marketable orders sent to the Exchange by the
member that execute in full or in part. The Weighted Order Total is the
number of displayed, non-marketable orders sent to NASDAQ through the
MPID, as adjusted by a ``Weighting Factor.'' The applicable Weighting
Factor is applied to each order based on its price in comparison to the
NBBO at the time of order entry:
------------------------------------------------------------------------
Weighting
Order's price versus NBBO at entry factor
------------------------------------------------------------------------
Less than 0.20% away........................................ 0x
0.20% to 0.99% away......................................... 1x
1.00% to 1.99% away......................................... 2x
2.00% or more away.......................................... 3x
------------------------------------------------------------------------
Thus, in calculating the Weighted Order Total, an order that was
more than 2.0% away from the NBBO would be equivalent to three orders
that were 0.50% away. Due to the applicable Weighting Factor of 0x,
orders entered less than 0.20% away from the NBBO would not be included
in the Weighted Order Total but would be included in the ``executed''
orders component of the Order Entry Ratio if they execute in full or
part. Orders sent by market makers in securities in which they are
registered, through the market participant identifier (``MPID'')
applicable to the registration, are excluded from both components of
the ratio. In addition, MPIDs with a daily average Weighted Order Total
of less than 100,000 during the month or registered in a daily average
of 100 or more issues in a given month will not be subject to the
Excess Order Fee.
The following example illustrates the calculation of the Order
Entry Ratio:
A member enters 35,000,000 displayed, liquidity-providing
orders:
[cir] The member is registered as a market maker with respect to
20,000,000 of the orders. These orders are excluded from the
calculation.
[[Page 13645]]
[cir] 10,000,000 orders are entered at the NBBO. The Weighting
Factor for these orders is 0x.
[cir] 5,000,000 orders are entered at a price that is 1.50% away
from the NBBO. The Weighting Factor for these orders is 2x.
Of the 15,000,000 orders included in the calculation,
90,000 are executed.
The Weighted Order Total is (10,000,000 x 0) + (5,000,000
x 2) = 10,000,000. The Order Entry Ratio is 10,000,000/90,000 = 111.
If an MPID has an Order Entry Ratio of more than 100, the amount of
the Order Entry Fee will be calculated by determining the MPID's
``Excess Weighted Orders.'' Excess Weighted Orders are calculated by
subtracting (i) the Weighted Order Total that would result in the MPID
having an Order Entry Ratio of 100 from (ii) the MPID's actual Weighted
Order Total. In the example above, the Weighted Order Total that would
result in an Order Entry Ratio of 100 is 9,000,000, since 9,000,000/
90,000 = 100. Accordingly, the Excess Weighted Orders would be
10,000,000 - 9,000,000 = 1,000,000.
The Excess Order Fee charged to the member will then be determined
by multiplying the ``Applicable Rate'' by the number of Excess Weighted
Orders. The Applicable Rate is determined based on the MPID's Order
Entry Ratio:
------------------------------------------------------------------------
Applicable
Order entry ratio rate
------------------------------------------------------------------------
101-1,000.................................................. $0.005
More than 1,000............................................ $0.01
------------------------------------------------------------------------
In the example above, the Applicable Rate would be $0.005, based on
the MPID's Order Entry Ratio of 111. Accordingly, the monthly Excess
Order Fee would be 1,000,000 x $0.005 = $5,000.
The Exchange proposes to eliminate the Excess Order Fee Program due
to low application and limited impact on market behavior. Additionally,
the Exchange is removing language in Equity 7, Section 114(d)(1)
(Qualified Market Maker) Program that referenced the Excess Order Fee
Program. Currently, Equity 7, Section 114(d) provides that a member may
be designated as a Qualified Market Maker if: (1) the member is not
assessed any ``Excess Order Fee'' under Equity 7, Section 118 during
the month; and (2) the member quotes at the NBBO at least 25% of the
time during regular market hours in an average of at least 1,000
securities per day during the month. For purposes of this section, a
member is considered to be quoting at the NBBO if one of its MPIDs has
a displayed order (other than a Designated Retail Order) at either the
national best bid or the national best offer or both the national best
bid and offer. On a daily basis, Nasdaq will determine the number of
securities in which each of a member's MPIDs satisfied the 25% NBBO
requirement. Nasdaq will aggregate all of a member's MPIDs to determine
the number of securities for purposes of the 25% NBBO requirement. To
qualify for Qualified Market Maker designation, the member must meet
the requirement for an average of 1,000 securities per day over the
course of the month. The Exchange's proposed removal of Equity 7,
Section 114(d)(1) is necessary to remove outdated language that no
longer serves a practical function in the Exchange's rules.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\5\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\6\ in particular, in that it provides
for the equitable allocation of reasonable dues, fees and other charges
among members and issuers and other persons using any facility, and is
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(4) and (5).
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The Exchange's proposed changes to its schedule of credits are
reasonable in several respects. As a threshold matter, the Exchange is
subject to significant competitive forces in the market for equity
securities transaction services that constrain its pricing
determinations in that market. The fact that this market is competitive
has long been recognized by the courts. In NetCoalition v. Securities
and Exchange Commission, the D.C. Circuit stated as follows: ``[n]o one
disputes that competition for order flow is `fierce.' . . . As the SEC
explained, `[i]n the U.S. national market system, buyers and sellers of
securities, and the broker-dealers that act as their order-routing
agents, have a wide range of choices of where to route orders for
execution'; [and] `no exchange can afford to take its market share
percentages for granted' because `no exchange possesses a monopoly,
regulatory or otherwise, in the execution of order flow from broker
dealers' . . . .'' \7\
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\7\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
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The Commission and the courts have repeatedly expressed their
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. In Regulation
NMS, while adopting a series of steps to improve the current market
model, the Commission highlighted the importance of market forces in
determining prices and SRO revenues and, also, recognized that current
regulation of the market system ``has been remarkably successful in
promoting market competition in its broader forms that are most
important to investors and listed companies.'' \8\
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\8\ Securities Exchange Act Release No. 51808 (June 9, 2005), 70
FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting
Release'').
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Numerous indicia demonstrate the competitive nature of this market.
For example, clear substitutes to the Exchange exist in the market for
equity security transaction services. The Exchange is only one of
several equity venues to which market participants may direct their
order flow. Competing equity exchanges offer similar tiered pricing
structures to that of the Exchange, including schedules of rebates and
fees that apply based upon members achieving certain volume thresholds.
Within this environment, market participants can freely and often
do shift their order flow among the Exchange and competing venues in
response to changes in their respective pricing schedules. As such, the
proposal represents a reasonable attempt by the Exchange to increase
its liquidity and market share relative to its competitors.
Introduction of New Fee Credit Under Section 118(a)(1)
The Exchange believes that it is reasonable, equitable, and not
unfairly discriminatory to establish a new credit for members that add
displayed liquidity under Equity 7, Section 118(a)(1). The additional
new credit is reasonable because it will incentivize liquidity adding
activity and provide an incentive to members that provide additional
displayed liquidity to the Exchange. The Exchange believes that if such
incentive is effective, then any ensuring increase in liquidity to the
Exchange will improve market quality, to the benefit of all
participants. To the extent that the Exchange succeeds in increasing
the levels of liquidity and activity on the Exchange, the Exchange will
experience improvements in its market quality, which stands to benefit
all market participants. The Exchange further believes that the
proposed new credit of $0.0030 for members providing additional
liquidity is equitable because it will be applied uniformly to all
[[Page 13646]]
members that meet the specified criteria.
The Exchange's proposed new credit is not intended to advantage any
particular member and will be applied uniformly to all members that
meet the qualifying criteria. Moreover, the proposal stands to improve
the overall market quality of the Exchange, to the benefit of all
market participants, by incentivizing members to increase the extent of
their liquidity adding activity. Any participant that is dissatisfied
with the proposal is free to shift their order flow to competing venues
that provide more generous pricing or less stringent qualifying
criteria.
Additionally, the Exchange believes that it is reasonable,
equitable, and not unfairly discriminatory to make the proposed changes
to RFTY Orders at, Equity 7, Section 118(a)(1). The increase in volume
threshold from 4 million shares to 8 million shares aligns with the
Exchange's objectives of encouraging greater trading activity and
reducing the per-share-charge for executions above 8 million shares per
month incentivizes high-volume participants and fosters liquidity
growth. Introducing a requirement for members to add a daily average of
3 million shares of Designated Retail Orders each month encourages
retail liquidity providers' participation while maintaining competitive
pricing. The proposed changes apply uniformly to all market
participants that meet the specified thresholds and provide members
with equal access to the fee benefits, provided they meet the execution
and retail order flow requirement. The proposed changes further balance
incentives between liquidity providers and retail order flow
contributors, ensuring a fair allocation of pricing benefits.
Credits and Fees for Orders Executed in Securities Priced Below $1.00
During the Pre-Market Session
The Exchange believes that it is reasonable, equitable, and not
unfairly discriminatory to introduce new credits and fees for orders in
securities priced below $1.00 during the Pre-Market Session. The
introduction of the proposed new credit provides market participants
with an incentive to contribute liquidity at the start of the trading
day, which will benefit overall market efficiency. The introduction of
the 0.15% charge on orders that route and execute at an away market
during the Pre-Market Session for securities priced below $1.00 ensures
that members that remove liquidity from the Exchange contribute
appropriately to the cost of market operation while maintaining fair
access to external venues. The proposed structure seeks to maintain
commitment to a competitive and transparent trading environment while
ensuring that participants executing orders in securities priced below
$1.00 receive economic incentives for providing liquidity during early
trading hours.
Opening Cross Amendment
The Exchange believes that it is reasonable, equitable, and not
unfairly discriminatory to amend the Opening Cross Program to establish
that fees under Equity 7, Section 118(e) are only applicable to
securities priced at or above $1, and to introduce a new order fee of
0.25% of total dollar volume for Opening Cross Orders that are executed
in securities priced below $1. The amendment clarifying the Opening
Cross monthly maximum fee applies only to securities priced at or above
$1, ensures alignment with other Nasdaq fee structures. The
introduction of the new order fee is reasonable because it ensures that
all order execution types are appropriately accounted for. Furthermore,
the changes are not unfairly discriminatory because all firms executing
the specified order types in the Opening cross have fair access to
credits and fees if they meet the relevant requirements. The proposed
changes enhance the Exchange's competitive standing, promote fair fee
allocation, and incentivize liquidity in the Opening Cross process.
Excess Order Fee
The Exchange believes that it is reasonable, equitable, and not
unfairly discriminatory to eliminate the Excess Order Fee Program due
to low application and limited impact on market behavior. The proposed
elimination of the Excess Order Fee Program does not impose any new
costs or requirements and removes a fee that no longer serves a
meaningful purpose. The Exchange has limited resources to allocate to
incentive programs like this one and it must, from time to time,
reallocate those resources to maximize their net impact on the
Exchange, market quality, and participants. Going forward, the Exchange
plans to reallocate the resources it devotes to the Excess Order Fee
Program to other incentive programs that it hopes will be more
impactful. Additionally, the removal of related language in Equity 7,
Section 114(d)(1) eliminates references to the Excess Order Fee Program
that is being eliminated. This is necessary to improve and keep clarity
amongst the Exchanges rules for market participants.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. In terms of inter-market
competition, the Exchange notes that it operates in a highly
competitive market in which market participants can readily favor
competing venues if they deem fee levels at a particular venue to be
excessive, or rebate opportunities available at other venues to be more
favorable. In such an environment, the Exchange must continually adjust
its fees to remain competitive with other exchanges and with
alternative trading systems that have been exempted from compliance
with the statutory standards applicable to exchanges. Because
competitors are free to modify their own fees in response, and because
market participants may readily adjust their order routing practices,
the Exchange believes that the degree to which fee changes in this
market may impose any burden on competition is extremely limited.
In this instance, the introduction of new fee credits under Equity
7, Section 118(a)(1) and 118(b) is intended to incentivize liquidity
provision and order execution on the Exchange and does not impose a
burden on competition. By offering credits to market participants that
meet certain criteria, the Exchange is enhancing its appeal as a
trading venue and encouraging increased participation in its order
execution and routing processes. These changes do not disadvantage any
specific group of participants. Instead, it provides equitable
incentives that are available to all members that meet the applicable
criteria.
The proposed amendments introducing credits and fees for Orders
Executed in securities priced Below $1.00 During the Pre-Market Session
do not impose a burden on competition. Instead, the proposal promotes a
more efficient and competitive trading environment through the
introduction of its credit for orders executed in the Nasdaq Market
Center and its charge for orders routed and executed at an away market.
These changes do not unfairly favor or disadvantage any particular
group because all members have the opportunity to benefit from the
credit by choosing to execute on the Nasdaq Market Center or
alternatively pay the routing fee if they opt to access liquidity at an
away market.
[[Page 13647]]
The Exchange's proposed amendments to its Opening Cross fees do not
impose a burden on competition. The proposed amendments seek to enhance
clarity, fairness and market efficiency while maintaining a competitive
pricing structure. The changes simply clarify that the monthly maximum
execution fees for Opening Cross only apply to securities priced at or
above $1.00. The new order fee of 0.25% of total dollar volume for
Opening Cross Orders that are executed in securities priced below $1
also does not impose a burden on competition because it does not
disproportionately favor or disadvantage any particular type of market
participant. Rather, it promotes equitable treatment by applying fees
consistently across all members participating in the Opening Cross.
Additionally, the proposed elimination of the Excess Order Fee Program
does not impose a burden on competition. The elimination of the
underutilized program allows the Exchange to reallocate resources
elsewhere and foster a more competitive trading environment.
In sum, if the change proposed herein is unattractive to market
participants, it is likely that the Exchange will lose market share as
a result. Accordingly, the Exchange does not believe that the proposed
change will impair the ability of members or competing order execution
venues to maintain their competitive standing in the financial markets.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\9\
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\9\ 15 U.S.C. 78s(b)(3)(A)(ii).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is: (i)
necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
file number SR-NASDAQ-2025-028 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-NASDAQ-2025-028. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for website viewing and
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549 on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of the Exchange. Do
not include personal identifiable information in submissions; you
should submit only information that you wish to make available
publicly. We may redact in part or withhold entirely from publication
submitted material that is obscene or subject to copyright protection.
All submissions should refer to file number SR-NASDAQ- 2025-028, and
should be submitted on or before April 15, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-04977 Filed 3-24-25; 8:45 am]
BILLING CODE 8011-01-P