[Federal Register Volume 90, Number 179 (Thursday, September 18, 2025)]
[Notices]
[Pages 45064-45066]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-18042]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103971; File No. SR-NYSE-2025-35]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
To Amend Its Price List
September 15, 2025.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on September 2, 2025, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the self-regulatory
organization. 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\ 15 U.S.C. 78a.
\3\ 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 amend its Price List regarding the gross
FOCUS fee charged to member organizations, effective September 2, 2025.
The proposed rule change is available on the Exchange's website at
www.nyse.com and at the principal office of the Exchange.
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 self-regulatory organization
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 those 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 parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend its Price List to provide for a
temporary waiver of the Gross FOCUS fee from September 2, 2025 through
December 31, 2025 (the ``Waiver Period'').
The Exchange proposes to implement the fee changes effective
September 2, 2025.
Background
NYSE Rule 129 provides that the Exchange's Board may, from time to
time, impose such charge(s) on members and member organizations as it
deems appropriate to reimburse the Exchange, in whole or in part, for
regulatory oversight services provided to the membership by the
Exchange. Generally, the Exchange may only use regulatory fees ``to
fund the legal, regulatory and surveillance operations'' of the
Exchange.\4\
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\4\ See Fourteenth Amended and Restated Operating Agreement of
New York Stock Exchange LLC, Art. IV, Sec. 4.05, available at
https://www.nyse.com/publicdocs/nyse/regulation/nyse/Fourteenth_Amended_and_Restated_Operating_Agreement_of_New_York_Stock_Exchange.pdf.
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Consistent with the foregoing, the Exchange currently charges each
member organization a monthly regulatory fee of $0.11 per $1,000 of
gross revenue reported on its FOCUS Report (``Gross FOCUS Fee'').
Member organizations are subject to certain minimum annual Gross FOCUS
Fees, which are $500 for carrying firms and designated market makers,
$250 for introducing firms, and $45 for member organizations who do not
conduct a public business.
The revenue collected pursuant to the Gross FOCUS Fee funds the
performance of the Exchange's regulatory activities with respect to
member organizations. More specifically, the Gross FOCUS Fee funds a
material portion, but not all, of the Exchange's expenses related to
its regulatory program, including legal expenses associated with
regulation, the costs related to in-house staff, third-party service
providers, and technology that facilitates regulatory functions such as
surveillance, investigation, examinations, and enforcement. Gross FOCUS
Fee funds may also be used for indirect expenses such as human
resources and other administrative costs (collectively, ``Regulatory
Costs'').
The Exchange monitors the amount of revenue collected from the
Gross FOCUS Fee to ensure that these funds, in combination with its
other regulatory fees and fines, do not exceed Regulatory Costs. The
Exchange monitors Regulatory Costs and revenues on an annual basis, at
a minimum. If the Exchange determines that regulatory revenues exceed
or are projected to exceed Regulatory Costs, the Exchange
[[Page 45065]]
will adjust the Gross FOCUS Fee downward or seek a partial waiver of
the fee by submitting a filing to the Commission. As described below,
the Exchange has determined that continued collection of Gross FOCUS
Fees at the current rate for the proposed Waiver Period would exceed a
material portion of the Exchange's anticipated Regulatory Costs,
justifying the proposed waiver of the Gross FOCUS Fee for member
organizations through the end of 2025.
Proposed Rule Change
Based on the Exchange's recent review of current and anticipated
Regulatory Costs and Gross FOCUS Fee revenue, the Exchange proposes to
waive the Gross FOCUS Fee from September 2, 2025 through December 31,
2025, in order to help ensure that the amounts collected from the Gross
FOCUS Fee, in combination with other regulatory fees and fines, do not
exceed the Exchange's total projected Regulatory Costs. The Exchange
proposes to waive the Gross FOCUS Fee because it believes that if the
fee is not adjusted, Gross FOCUS Fee revenue to the Exchange year-over-
year could exceed a material portion of the Exchange's Regulatory
Costs. The Exchange's position is based on its periodic analysis of
actual and anticipated costs to fund its regulatory program and revenue
to offset those costs, including the Gross FOCUS Fee, and takes into
consideration both that the last Gross FOCUS Fee adjustment was nearly
four years ago, and the projected regulatory spending landscape going
forward. Moreover, the Exchange believes that a four-month waiver
rather than adjusting the fee would most efficiently accomplish the
goal of reasonably ensuring that Gross FOCUS Fee collection does not
exceed anticipated Regulatory Costs and allow for further consideration
of the appropriate Gross FOCUS Fee rate going forward.
The Exchange would announce the proposed waiver of the Gross FOCUS
Fee by Trader Update.
The proposed change is not otherwise intended to address other
issues, and the Exchange is not aware of any significant problems that
market participants would have in complying with the proposed changes.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\5\ in general, and furthers the
objectives of Sections 6(b)(4) and (5) of the Act,\6\ in particular,
because it provides for the equitable allocation of reasonable dues,
fees, and other charges among its members, issuers and other persons
using its facilities and does not unfairly discriminate 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) & (5).
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The Proposed Change Is Reasonable
The Exchange believes the proposed fee change is reasonable because
it would help ensure that revenue collected from the Gross FOCUS Fee
does not exceed a material portion of the Exchange's projected
Regulatory Costs. The Exchange has targeted the Gross FOCUS Fee to
generate revenues that would be less than or equal to the Exchange's
regulatory costs, which is consistent with both Rule 129 and the
Commission's view that regulatory fees be used for regulatory purposes.
As noted above, the principle that the Exchange may only use regulatory
fees ``to fund the legal, regulatory, and surveillance operations'' of
the Exchange is reflected in the Exchange's operating agreement.\7\ In
this regard, the Gross FOCUS Fee has been calculated to recover a
material portion, but not all, of the Exchange's Regulatory Costs. As
also noted above, based on the Exchange's recent review of current and
projected regulatory costs and Gross FOCUS Fee collections, a four-
month waiver of the Gross FOCUS Fee, which was last adjusted in 2021,
would be the most efficient way to lessen the potential for generating
excess funds that may otherwise occur using the current rate and allow
for further consideration of the appropriate Gross FOCUS Fee rate going
forward. The Exchange thus believes that the proposed waiver would be a
fair and reasonable method for ensuring that the amounts collected from
the Gross FOCUS Fee, in combination with other regulatory fees and
fines, do not potentially exceed Regulatory Costs. The Exchange further
believes that resuming the current rate as of January 1, 2026, would be
reasonable because it would permit the Exchange to resume assessing the
Gross Focus Fee in a way that is designed to recover a material
portion, but not all, of the Exchange's projected Regulatory Costs. The
Exchange would continue monitoring Regulatory Costs in advance of the
fee resumption next year and, if the Exchange determines that the rate
should be further modified to help ensure that Gross FOCUS Fee
collections would not exceed a material portion of Regulatory Costs,
would make an appropriate rule filing with the Commission.
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\7\ See note 4, supra.
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The Proposal Is an Equitable Allocation of Fees
The Exchange believes its proposal is an equitable allocation of
fees among its market participants. The Exchange further believes that
the proposed Gross FOCUS Fee waiver would benefit all member
organizations because all member organizations would be eligible for
the waiver, and would benefit from the waiver, on full and equal terms.
For the same reasons, the proposed waiver neither targets nor will it
have a disparate impact on any particular category of market
participant. All member organizations would qualify for the waiver of
the Gross FOCUS Fee on an equal and non-discriminatory basis. The
Exchange also believes that recommencing the Gross FOCUS Fee effective
January 1, 2026, at the current rate, unless the Exchange determines it
would be necessary to further adjust the fee, is equitable because the
Gross FOCUS Fee would resume applying to all member organizations on an
equal basis.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. The proposed waiver of the Gross FOCUS Fee would
benefit all similarly-situated market participants on an equal and non-
discriminatory basis. Moreover, the proposal neither targets nor will
it have a disparate impact on any particular category of market
participant. The proposed fee change is designed to pause collection of
a fee that applies to member organizations on an equal and non-
discriminatory basis, waiver of which would apply to and benefit all
member organizations equally. The Exchange also believes that
recommencing the Gross FOCUS Fee on January 1, 2026, at the current
rate, unless the Exchange determines it would be necessary to further
adjust the rate to ensure that collections do not exceed a material
portion of its Regulatory Costs, is not unfairly discriminatory because
the resumed fee would apply equally to all member organizations.
For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.
[[Page 45066]]
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\8\ the Exchange
believes that the proposed rule change would not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act.
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\8\ 15 U.S.C. 78f(b)(8).
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Intramarket Competition. The Exchange believes the proposed fee
change would not impose an undue burden on competition as the fee
waiver would apply to all member organizations on an equal and non-
discriminatory basis. The Exchange believes that the proposed waiver
would also not place certain market participants at an unfair
disadvantage because all member organizations would be eligible for the
same waiver. For the same reasons, the proposed fee waiver neither
targets nor will it have a disparate impact on any particular category
of market participant. All similarly-situated member organizations
would be eligible for the proposed waiver. The Exchange also believes
recommencing the Gross FOCUS Fee on January 1, 2026, at the same
current rate (unless the Exchange determines it necessary at that time
to adjust the fee to ensure that collections do not exceed a material
portion of its Regulatory Costs) would not impose an undue burden on
competition because the proposed rate would apply equally to all member
organizations subject to the Gross FOCUS Fee and would permit the
Exchange to resume assessing a fee that is designed to recover a
material portion, but not all, of the Exchange's projected Regulatory
Costs.
Intermarket Competition. The proposed fee change is not designed to
address any competitive issues. Rather, the proposed change is designed
to help the Exchange adequately fund its regulatory activities while
seeking to ensure that total collections from regulatory fees do not
exceed total Regulatory Costs.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Pursuant to Section 19(b)(3)(A)(ii) of the Act,\9\ and Rule 19b-
4(f)(2) thereunder \10\ the Exchange has designated this proposal as
establishing or changing a due, fee, or other charge imposed on any
person, whether or not the person is a member of the self-regulatory
organization, which renders the proposed rule change effective upon
filing. 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 necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
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\9\ 15 U.S.C. 78s(b)(3)(A)(ii).
\10\ 17 CFR 240.19b-4.
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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-NYSE-2025-35 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-NYSE-2025-35. 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 filing 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-NYSE-2025-35 and should be submitted on
or before October 9, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-18042 Filed 9-17-25; 8:45 am]
BILLING CODE 8011-01-P