[Federal Register Volume 90, Number 105 (Tuesday, June 3, 2025)]
[Notices]
[Pages 23581-23586]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-09971]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103139; File No. SR-NASDAQ-2025-040]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Equity 7, Sections 114 and 118
May 28, 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 May 20, 2025, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed
[[Page 23582]]
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) amend the requirements for certain
fees, reduce a fee from $0.0030 to $0.0025 and introduce a new credit
under Equity 7, Section 118(a)(1) (Fees for Execution and Routing of
Orders); (ii) amend the requirements for certain fees and introduce new
fees and a credit under Equity 7, Section 118(b); (iii) amend Equity 7,
Section 118(e) (Opening Cross) and introduce a new fee; and (iv)
eliminate the Excess Order Fee 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) amend the
requirements for certain fees, reduce a fee from $0.0030 to $0.0025 and
introduce a new credit under Equity 7, Section 118(a)(1) (Fees for
Execution and Routing of Orders); (ii) amend the requirements for
certain fees and introduce new fees and a credit under Equity 7,
Section 118(b); (iii) amend Equity 7, Section 118(e) (Opening Cross)
and introduce a new fee; and (iv) eliminate the Excess Order Fee at
Equity 7, Section 118(m) and remove related language in Equity 7,
Section 114(d)(1).\3\
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\3\ All references throughout this filing to certain rule
sections shall pertain to Nasdaq Equity 7.
The Exchange initially filed this fee proposal as SR-NASDAQ-
2025-026 on March 3, 2025. On March 13, 2025, the Exchange withdrew
that filing and submitted SR-NASDAQ-028. On May 2, 2025, the
Exchange issued an amendment to the filing. On May 9, the Exchange
withdrew that filing and submitted SR-NASDAQ-039. On May 19, the
Exchange withdrew that filing and submitted this filing.
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Proposed Amendments to Section 118(a) (Fees for Execution and Routing
of Orders)
The Exchange proposes various amendments to Section 118(a)(1).
First, the Exchange proposes to introduce a new $0.0030 credit
applicable to Tapes A, B, and C for displayed quotes (other than
Supplemental Orders or Designated Retail Orders) that provide
liquidity. Members will be eligible for the new credit if they meet the
following criteria: (1) the member adds at least 1% (in securities
priced at or greater than $1.00) of the Consolidated Volume (in
securities priced at or greater than $1.00), of which at least 0.30% of
such volume being Tape B securities; and (2) the member adds at least
0.25% (in securities priced at or greater than $1.00) of Consolidated
Volume (in securities priced at or greater than $1.00) during the month
of non-displayed liquidity (other than midpoint orders) and Midpoint
Extended Life Orders (``M-ELO''). The proposed new credit 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 in securities priced at or greater than $1.00. By providing an
additional incentive for members to increase liquidity, the Exchange
aims to enhance overall market quality benefitting all participants.
The new proposed credit of $0.0030 is in addition to other credits the
Exchange already offers to member for providing displayed liquidity.
Second, the Exchange currently charges $0.0030 per share executed
for shares executed above 4 million shares during the month for RFTY
Orders \4\ 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. The 4 million share threshold has
been in place since 2002. For purposes of calculating the 4 million
share threshold described above and assessing the charge set forth
therein, the Exchange excludes RFTY Orders that execute at taker-maker
venues.
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\4\ Nasdaq Equity 4, Section 4758(a)(1)(v)(b) defines ``RFTY''
to mean a routing option available for an order that qualifies as a
Designated Retail Order under which orders check the System for
available shares only if so instructed by the entering firm and are
thereafter routed to destinations on the System routing table.
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The Exchange proposes to amend the requirement to adjust the
execution volume threshold from 4 million shares per month to 8 million
shares per month and to reduce the fee from $0.0030 to $0.0025. The
Exchange believes that the current baseline has become outdate and no
longer provides a meaningful benchmark for evaluating current trading
activity. The proposed lowered fee amount and increased volume
threshold is designed to align with current market volume and to
encourage increased participation from retail liquidity providers for
RFTY Orders while maintaining a competitive and performance-based
pricing structure that better reflects current market conditions and
trading volumes.
Third, the Exchange currently charges no fee to a member for shares
executed either: (i) up to 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 or
(ii) 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 during regular market hours, 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 purposes of calculating the 4 million share threshold
described above and for assessing the charge set forth herein, RFTY
Orders that execute at taker-maker venues are excluded.
The Exchange proposes to adjust the execution volume threshold from
4 million shares per month to 8 million shares per month and to
introduce a new requirement that members must add a daily average of at
least 3 million shares of Designated Retail Orders \5\ during the month
to qualify for the $0.0000 per executed share rate. In order to provide
a more accurate and relevant measure of growth, the Exchange also
proposes to remove the
[[Page 23583]]
requirement 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. Additionally, the March 2020 baseline has
become outdated and no longer provides a meaningful benchmark for
evaluating current trading activity. The Exchange believes that the
proposed changes will align fee eligibility with more current
participation levels and encourage greater participation from retail
liquidity providers while maintaining a competitive pricing structure.
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\5\ Section 118(a) defines ``Designated Retail Order'' to mean
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
section, 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.
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Proposed Amendments to Section 118(b) (Credits and Fees for Securities
Priced Less Than $1)
The Exchange currently charges a fee for use of the order execution
and routing services of the Nasdaq Market Center by members for all
orders at all times for all securities priced less than $1. Members
entering orders that execute in the Nasdaq Market Center (other than M-
ELO) and members entering orders that route and execute at an away
market are charged 0.3% of the total transaction cost. The Exchange
does not charge a member entering M-ELO that executes in the Nasdaq
Market Center.
The Exchange proposes to amend the fee to designate the existing
language as paragraph (1), and revise ``at all times'' to instead
specify that the fees apply to orders executed during Regular Trading
Hours and After-Hours Trading, excluding the Pre-Market Hours.\6\
Additionally, the Exchange proposes to add a new paragraph (2) to
introduce a new credit and fees specifically for orders during the Pre-
Market Session in securities priced less than $1.00. Under the
proposal, the following credit and fees will apply to members entering
an order/quote that executes in the Nasdaq Market Center during the
Pre-Market Session for securities priced less than $1.00: (i) a credit
of 0.05% of the total dollar volume per executed share if a member
provides liquidity; (ii) a fee of 0.3% of the total transaction cost if
a member enters an order that routes and executes at an away market;
and (iii) a fee of 0.15% of the total dollar volume per executed share
if a member provides orders that remove liquidity from the Nasdaq
Market Center. The Exchange believes the proposed credit and fees will
incentivize market participants to provide liquidity adding activity in
securities priced below $1.00 within the Exchange during early trading
hours.
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\6\ Nasdaq Rule Equity 1, Section 1(a)(9) defines ``Pre-Market
Hours'' 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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Proposed Amendment to Section 118(e) (Opening Cross)
Currently, firms that execute Market-on-Open, Good-till-Cancelled,
and Immediate-or-Cancel orders executed in the Exchange's Opening Cross
are charged $0.0015 per share executed, and all other quotes and orders
executed in the Exchange's Opening Cross are charged $0.0011 per share
executed pursuant to Section 118(e)(1). Under Section 118(e)(2), firms
that execute orders in the Exchange's Opening Cross will be subject to
the fees discussed in Section 118(e)(1) 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.
Currently, Section 118(e) applies to all securities and does not
differentiate between securities priced above $1.00 or priced at or
below $1.00.
The Exchange proposes to move Section 118(e)(2) to Section
118(e)(1) and amend the language to apply the $0.0015 per share
executed fee and the $0.0011 per share executed fee to securities
priced at or above $1.00. Further, the Exchange is proposing to add new
language to Section 118(e)(2) to charge a fee of 0.25% of the total
dollar volume per executed share to firms that execute orders in the
Nasdaq Opening Cross in securities priced less than $1.00.\7\ The
Exchange is not imposing a cap on this fee. However, the proposed fee
will be based on total dollar volume versus the current fee, which is
based on per share executed. The Exchange believes that a separate fee
for sub-dollar securities for the Opening Cross aligns with the fee in
the Exchange's fee schedule and competing exchanges for orders executed
during Market Hours and the Pre-Market Hours and Post-Market Hours,
which provides different fees for securities priced above and below
$1.00.\8\ Competing equity exchanges offer a similar fee structure to
that of the Exchange, including carving out fees for securities priced
below $1.00 and excluding a cap.\9\
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\7\ In the filings submitted previously, the proposed change in
Section 118(e) for securities priced below $1.00 was inaccurately
described in the filing as a credit instead of a fee.
\8\ See e.g., Section 118(b).
\9\ See e.g., NYSE Arca Rule III(g) and NYSE American Rule III.
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Proposed Elimination of Section 118(m) (Excess Order Fee)
Under Section 118(m) (Excess Order Fee), the Exchange imposes an
Excess Order Fee on members with an ``Order Entry Ratio'' of more than
100. The Order Entry Ratio 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 and exclude orders
received at other times, even if they are executed during regular
market hours. The Exchange established the Excess Order Fee to deter
members from inefficient order entry practices that place excessive
burdens on the Exchange's trading system and on other members, which
negatively impact the usefulness of market data. The Exchange proposes
to eliminate the Excess Order Fee in its fee schedule due to low
application of the fee resulting in limited impact on market behavior.
Section 114(d)(1) (Qualified Market Maker Program) currently allows
a member to be designated as a Qualified Market Maker if: (1) the
member is not assessed any ``Excess Order Fee'' under 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. In conjunction with the removal of
the Excess Order Fee in Section 118(m), the Exchange is proposing to
remove language in Section 114(d)(1) that references the Excess Order
Fee. The Exchange believes its proposed removal of Section 114(d)(1) is
consistent with its proposed elimination of the Excess Order Fee.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\10\ in general, and furthers the objectives of
Sections 6(b)(4) and 6(b)(5) of the Act,\11\ 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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\10\ 15 U.S.C. 78f(b).
\11\ 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
[[Page 23584]]
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'. . . .'' \12\
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\12\ 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.'' \13\
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\13\ 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.
Proposed Amendments to Section 118(a)(1) (Fees for Execution and
Routing of Orders)
The Exchange believes that it is reasonable, equitable to establish
a new credit of $0.0030 per share executed for members that add
displayed liquidity under Section 118(a)(1) because it will incentivize
members to increase the extent of their liquidity adding activity
resulting in improved overall market quality to the benefit of all
market participants. The Exchange further believes that the credit is
not unfairly discriminatory because it will be applied uniformly to all
members that meet the specified criteria.
Additionally, the Exchange believes that it is reasonable,
equitable, and not unfairly discriminatory to amend Section 118(a)(1)
to remove the requirement that a 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 and to add new language that
the member adds a daily average of at least 3 million shares of
Designated Retail Order during the month. The current baseline
percentage, which has remained unchanged for three years, has become
outdated and no longer provides a meaningful benchmark for evaluating
current trading activity. The Exchange believes that the new
requirement will encourage increased participation from retail
liquidity providers while maintaining a competitive and performance-
based pricing structure that better reflects current market conditions
and trading volumes. The proposed new requirement to add Designated
Retail Order will enhance execution quality and benefit retail
investors. The Exchange also believes it is reasonable and equitable to
lower the fee amount in Section 118(a)(1) from $0.0030 to $0.0025 and
to increase the volume threshold from 4 million shares to 8 million
shares. The Exchange believes the proposed lowered fee amount
encourages increased participation from retail liquidity providers for
RFTY Orders and the increased volume threshold more closely aligns with
current market volume and is a more relevant benchmark. The proposed
fee amendments and new credit are not unfairly discriminatory because
they will apply uniformly to all market participants that meet the
specified criteria.
Proposed Amendments to Section 118(b) (Credits and Fees for Securities
Priced Less Than $1)
The Exchange believes that it is reasonable, equitable, and not
unfairly discriminatory to amend Section 118(b) to introduce a new
credit and new fees for orders in securities priced below $1.00 during
the Pre-Market Session. The Exchange believes that providing different
fees and credits for securities priced less than $1.00 during Pre-
Market Hours versus regular Market Hours is equitable and reasonable
because the proposed fee of 0.3% of the total transaction cost for
members entering orders that route and execute at an away market is the
same as the current fee applied to members that execute and route sub-
dollar securities to an away market during all trading hours.
Additionally, the proposed fee of 0.15% of the total dollar volume per
executed share for members that remove liquidity in the Nasdaq Market
Center during Pre-Market Hours is lower than the current fee. Also, the
proposed credit of 0.05% of the total dollar volume per executed share
will incentivize members to provide more sub-dollar liquidity during
the Pre-Market Session. There is less liquidity on the Exchange in
securities priced at less than $1.00 and therefore, the proposed credit
and fees are intended to draw more liquidity to the Exchange and to
incentivize members to contribute liquidity during early trading hours
when market depth is generally limited, which will benefit overall
market quality and efficiency. Further, the Exchange believes that the
proposed changes that provide fees and credits for securities priced
less than $1.00 are not unfairly discriminatory because the fees and
credits apply uniformly to all market participants that meet the
specified criteria and are similar or lower than current fees for such
orders.
Proposed Amendment to Section 118(e) (Opening Cross)
One commenter \14\ expressed concerns that the proposed new fee on
sub-dollar securities executed during the Opening Cross will result in
substantially higher transaction costs for stocks priced below $1.00
than for stocks priced below $1.00, disproportionately affect and harm
retail investors, and will impose an undue burden on competition. While
the Exchange acknowledges the commenter's concerns, the Exchange
believes that its proposed amendments Section 118(e) are reasonable,
equitable, and not unfairly discriminatory. In response to the
commenter's assertion that the proposed fee will result in
substantially higher transaction costs, the Exchange notes that the
current fees for securities priced above $1.00 are based on per share
executed and the proposed fee for securities priced below $1.00 is
based on the total dollar volume. Currently, there is not a significant
amount of volume of sub-dollar securities traded during the
[[Page 23585]]
Opening Cross on the Exchange. Therefore, the Exchange believes that
using the total dollar volume as the measurement of fees for securities
priced below $1.00 demonstrates the Exchange's efforts to ensure that
the proposed fee will not result in substantially higher transaction
costs based on current volume for sub-dollar securities. Moreover,
although the Exchange does not provide a fee cap for securities priced
below $1.00 and executed during the Opening Cross, the Exchange
believes that the fee is balanced by the reduced fee and the proposed
credit provided to sub-dollar securities executed during Pre-Market
Hours for securities priced less than $1.00. A majority (80%) of
participants who trade securities priced less than $1.00 in the Opening
Cross also trade sub-dollar securities in the Pre-Market Session.\15\
The remaining 20% of participants that only trade sub-dollar securities
in the Opening Cross and not in the Pre-Market Session provide a
minimal amount (less than 1%) of notional volume of sub-dollar
securities in the Opening Cross. Even if these participants continue
not to trade sub-dollar securities in the Pre-Market Session, the
Exchange believes that the proposed fee is equitable and not unfairly
discriminatory because most of the participants if, they maintain
similar trading trends, will benefit or see no significant change in
fees as a result of the proposal. The proposed fee is also consistent
with competing exchanges, including separating fees for securities
priced below $1.00 and excluding a cap on securities priced below
$1.00, and it is also consistent with the Exchange's fee schedule for
orders executed during Market Hours, Pre-Market Hours and Post-Market
Hours. Further, the fee applies uniformly to all participants that
execute orders in the Opening Cross.\16\
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\14\ The Exchange received a comment letter from the Securities
Industry and Financial Markets Association (``SIFMA'') regarding
this proposal. See Letter from Joseph Corcoran to Vanessa
Countryman, dated March 28, 2025, available at https://www.sec.gov/comments/sr-nasdaq-2025-028/srnasdaq2025028-585415-1689482.pdf.
\15\ Based on data January 2025 trading data.
\16\ See e.g., NYSE Arca Rule III(g) and NYSE American Rule III.
See also Section 118(b).
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The Exchange has limited resources to devote to incentive programs,
and it is appropriate for the Exchange to reallocate these incentives
periodically in a manner that best achieves the Exchange's overall mix
of objectives. 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 requirements.
Proposed Elimination of Section 118(m) (Excess Order Fee) and Section
114(d)(1)
The Exchange believes that it is reasonable to eliminate the Excess
Order Fee because it has not been heavily utilized or successful in
accomplishing its objective of deterring members from inefficient order
entry practices that place excessive burdens on the systems of Nasdaq
and other members and that may negatively impact the usefulness of
market data. The proposed deletion of the fee is designed to streamline
the Exchange's fee schedule. 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 to
other incentive programs that it hopes will be more impactful.
Additionally, the Exchange believes it is reasonable to reference to
the Excess Order Fee in Section 114(d)(1) to maintain consistency and
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.
Intramarket Competition
The Exchange does not believe that its proposal will place any
category of Exchange participant at a competitive disadvantage. The
Exchange intends for its proposals to incentivize liquidity adding
activity and to ensure the fee schedule remains clear and consistent.
The Exchange also intends for its proposals to reallocate its limited
resources more efficiently and to align them with the Exchange's
overall mix of objectives. The Exchange notes that its members are free
to trade on other venues to the extent they believe that the proposal
is not attractive. As one can observe by looking at any market share
chart, price competition between exchanges is fierce, with
Inter-Market Competition
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 and credits 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 fees and credits under
Section 118(a)(1) and 118(b) is intended to incentivize liquidity
adding activity on the Exchange and does not impose a burden on
competition. By offering credits to market participants that meet
certain criteria and by reducing the fee, the Exchange is enhancing its
appeal as a trading venue and encouraging increased participation in
its order execution and routing processes while maintaining a
competitive pricing structure. As discussed above, the proposed fees
and credits do not disadvantage any specific group or market
participants. Instead, it provides equitable incentives that are
available to all members that meet the applicable criteria.
The Exchange's proposed amendments to Section 118(e) do not impose
a burden on competition. As discussed above, the Exchange believes that
using the total dollar volume as the measurement of fees for securities
priced below $1.00 demonstrates the Exchange's efforts to ensure that
the proposed fee will not result in substantially higher transaction
costs. Moreover, the Exchange believes that the fee is balanced by the
reduced fee and the proposed credit provided to sub-dollar securities
executed during Pre-Market Hours for securities priced less than $1.00.
The Exchange believes that most participants, if they maintain similar
trading trends, will benefit from the proposed changes or see no
significant change in fees as a result of the proposal. The fee is also
consistent with fees charged by competing exchanges.\17\
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\17\ See NYSE Arca Rule III(g) and NYSE American Rule III.
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Additionally, the proposed elimination of the Excess Order Fee does
not impose a burden on competition. Rather, eliminating the
underutilized fee allows the Exchange to reallocate resources elsewhere
and foster a more competitive trading environment.
[[Page 23586]]
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.\18\
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\18\ 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-2025-040 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-2025-040. 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-2025-040, and
should be submitted on or before June 24, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-09971 Filed 6-2-25; 8:45 am]
BILLING CODE 8011-01-P