[Federal Register Volume 90, Number 219 (Monday, November 17, 2025)]
[Notices]
[Pages 51418-51420]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-19926]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104172]
Order Granting Temporary Exemptive Relief, Pursuant to Section
36(a)(1) of the Securities Exchange Act of 1934 and Rules 610(f) and
612(d) of Regulation NMS, From Compliance With Rule 600(b)(89)(i)(F),
Rule 610(c), Rule 610(d) and Rule 612 of Regulation NMS, as Amended
October 31, 2025.
I. Introduction
On September 18, 2024, the Securities and Exchange Commission
(``SEC'' or ``Commission'') adopted Regulation NMS: Minimum Pricing
Increments, Access Fees and Transparency of Better Priced Orders,\1\
which among other things: (1) amended Rule 612 of Regulation NMS to
establish a minimum pricing increment of $0.005 for bids, offers,
orders and indications of interest that are priced equal to or greater
than $1.00 per share in certain NMS stocks; \2\ (2) reduced the level
of the access fee caps under Rule 610(c) of Regulation NMS to $0.001
per share for protected quotations and other best bids and offers in
NMS stocks priced at $1.00 or more per share and 0.1 percent of the
quotation price for protected quotations and other best bids and offers
in NMS stocks priced less than $1.00 per share,\3\ and adopted Rule
610(d) of Regulation NMS \4\ to require all exchange fees and rebates
to be determinable at the time of execution; and (3) accelerated the
implementation of the round lot \5\ and odd-lot information \6\
definitions in Rule 600(b) of Regulation NMS and added information
about the best odd-lot order to the definition of odd-lot
information.\7\
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\1\ Securities Exchange Act Release No. 101070 (Sept. 18, 2024),
89 FR 81620 (Oct. 8, 2024) (``Adopting Release'').
\2\ 17 CFR 242.612.
\3\ 17 CFR 242.610(c).
\4\ 17 CFR 242.610(d).
\5\ 17 CFR.242.600(b)(93).
\6\ 17 CFR 242.600(b)(69).
\7\ 17 CFR 242.600(b)(69)(iii).
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The Commission adopted compliance dates for the amendments, setting
the dates upon which the rules must be implemented. The specific
compliance dates are: \8\
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\8\ See Adopting Release, supra note 1 at 81679-81681.
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Rules 600(b)(89)(i)(F) \9\ and 612 \10\ (amended minimum
pricing increment): The first business day of November 2025.
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\9\ 17 CFR 242.600(b)(89)(i)(F).
\10\ 17 CFR 242.612.
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Rules 600(b)(89)(iv),\11\ 600(b)(93),\12\ and 603(b)(3)
\13\ (with respect to the requirement that the effective national
market system plans to disseminate consolidated information shall
provide for the dissemination of all consolidated information for an
individual NMS stock through an exclusive securities information
processor (``SIP''), and that the exclusive SIPs must represent
quotation sizes in such consolidated information in terms of the number
of shares, rounded down to the nearest multiple of a round lot): The
first business day of November 2025.
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\11\ 17 CFR 242.600(b)(89)(iv). Rule 600(b)(89)(iv) requires the
primary listing exchanges to provide information required under Rule
600(b)(89)(i)(E) and (F) to the applicable plan processor for
dissemination. The Adopting Release set the compliance date for the
primary listing exchanges and applicable plan processors to comply
with Rule 600(b)(89)(i)(E), which requires an indicator of the
applicable round lot size, and Rule 600(b)(89)(i)(F), which requires
an indicator of the applicable minimum pricing increment, on the
first business day of November 2025. As discussed below, the
Commission is providing temporary exemptive relief from the
compliance date for Rule 600(b)(89)(i)(F) until the first business
day of November 2026.
\12\ 17 CFR 242.600(b)(93).
\13\ 17 CFR 242.603(b)(3).
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For Rule 610 \14\ (amended access fee caps and the
requirement that all exchange fees and rebates be determinable at the
time of execution): The first business day of November 2025.
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\14\ 17 CFR 242.610.
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For Rules 600(b)(69) \15\ and 603(b)(3) \16\ (with respect
to the requirement that every national securities exchange on which an
NMS stock is traded and national securities association must make
available to the exclusive SIP all data necessary to generate odd-lot
information, and the collection, consolidation and dissemination of
odd-lot information by the exclusive SIPs): The first business day of
May 2026.
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\15\ 17 CFR 242.600(b)(69).
\16\ 17 CFR 242.603(b)(3).
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After the Commission issued the Adopting Release, between September
18, 2024 and October 30, 2024, petitions seeking review of certain of
the amended rules were filed in the U.S. Court of Appeals for the
District of Columbia Circuit (``D.C. Circuit'').\17\ In addition,
certain petitioners filed a motion with the Commission to stay the
effect of the amendments to Rules 610 and 612 of Regulation NMS pending
resolution of their petition for review to the D.C. Circuit. On
December 12, 2024, the Commission issued an order granting a partial
stay of the effect of the amendments to Rules 600(b)(89)(i)(F), 610(c)
and 612 pending the completion of judicial review.\18\ On October 14,
2025, the D.C. Circuit issued an opinion denying the petition for
review.\19\
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\17\ We the Investors et al. v. SEC, No. 24-1302 (D.C. Cir.
Filed Sept. 18, 2024); We the Investors et al. v. SEC, No. 24-1303;
(D.C. Cir. Filed Sept. 18, 2024); We the Investors et al. v. SEC,
24-1319 (D.C. Cir. Filed Oct. 8, 2024); Cboe Global Markets, et al.
v. SEC, No. 24-1350 (D.C. Cir., filed Oct. 30, 2024). These actions
were consolidated. See Cboe Global Markets, Inc., et al. v. SEC, No.
24-1350 (D.C. Cir.) Doc. Nos. 2084891, 2086101.
\18\ See Securities Exchange Act Release No. 101899 (Dec. 12,
2024) (Order Granting Partial Stay). The Commission did not stay
amendments to Rule 610(d), Rule 603(b), and the definitions of round
lot and odd-lot information in Rule 600(b).
\19\ Cboe Global Markets, Inc., et al. v. SEC, No. 24-1350 (D.C.
Cir. Oct. 14, 2025).
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In light of the denial of the petition for review, and in
anticipation of an end to the partial stay upon the completion of
judicial review as well as concerns about the ability of market
participants to comply with certain amendments by the dates set forth
in the Adopting Release as discussed below, the Commission is granting
temporary exemptive relief from the compliance dates for Rules
600(b)(89)(i)(F), 610 and 612. For the reasons discussed below, the
temporary exemptive relief from the compliance dates will be until as
follows:
Rules 600(b)(89)(i)(F) and 612 implementing the amended
minimum pricing increment: Until the first business day of November
2026.
Rule 610(c) implementing the amended access fee caps:
Until the first business day of November 2026.
Rule 610(d) implementing the requirement that exchange
fees be determinable at the time of execution: Until the first business
day of February 2026.
The Commission is also providing temporary exemptive relief to the
exchanges from the requirement to file proposed rule changes to amend
any exchange rules to reflect the round lot definition in Rule
600(b)(93) of Regulation NMS \20\ until 30 calendar days following the
end of the lapse in appropriations as discussed below.
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\20\ 17 CFR 242.600(b)(93).
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II. Discussion and Temporary Exemptive Relief
Section 36(a)(1) of the Securities Exchange Act of 1934 (``Exchange
Act'') authorizes the Commission, by rule, regulation, or order, to
exempt, conditionally or unconditionally, any person, security, or
transaction, or any
[[Page 51419]]
class or classes of persons, securities, or transactions, from any
provisions of the Exchange Act, or any rule or regulation thereunder,
to the extent that such exemption is necessary or appropriate in the
public interest, and is consistent with the protection of
investors.\21\ Rule 610(f) of Regulation NMS similarly authorizes the
Commission, by order, to exempt from the provisions of the rule, either
unconditionally or on specified terms and conditions, any person,
security, quotations, orders, or fees, or any class or classes of
persons, securities, quotations, orders, or fees, if the Commission
determines that such exemption is necessary or appropriate in the
public interest, and is consistent with the protection of
investors.\22\ Rule 612(d) of Regulation NMS also authorizes the
Commission, by order, to exempt from the provisions of the rule, either
unconditionally or on specified terms and conditions, any person,
security, quotation, or order, or any class or classes of persons,
securities, quotations, or orders, if the Commission determines that
such exemption is necessary or appropriate in the public interest, and
is consistent with the protection of investors.\23\
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\21\ 15 U.S.C. 78mm(a)(1).
\22\ 17 CFR 242.610(f).
\23\ 17 CFR 242.612(d).
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a. Rules 600(b)(89)(i)(F), 610(c), and 612 of Regulation NMS
Because of the D.C. Circuit's denial of the petition for review,
and in anticipation of the end of the partial stay, the Commission is
providing temporary exemptive relief pursuant to section 36(a)(1) of
the Exchange Act \24\ and Rules 610(f) \25\ and 612(d) \26\ of
Regulation NMS to provide time to allow affected entities to come into
compliance. The Commission is providing temporary exemptive relief
until the first business day of November 2026: (1) pursuant to section
36(a)(1) of the Exchange Act and Rule 610(f) of Regulation NMS, trading
centers \27\ from complying with Rule 610(c), as amended in the
Adopting Release; (2) pursuant to section 36(a)(1) of the Exchange Act
and Rule 612(d) of Regulation NMS, national securities exchanges,
national securities associations, alternative trading systems, brokers
and dealers, from complying with Rule 612 as amended in the Adopting
Release; and (3) pursuant to section 36(a)(1) of the Exchange Act,
primary listing exchanges and applicable plan processors from complying
with Rule 600(b)(89)(i)(F) of Regulation NMS as adopted in the Adopting
Release. Market participants may not have started the necessary systems
changes in light of the litigation and partial stay. Accordingly,
temporary exemptive relief from the compliance date for these rules is
necessary to provide relevant market participants with time to make the
necessary systems changes and comply with regulatory requirements
discussed below. The exemption until the first business day of November
2026 is consistent with the protection of investors because it will
provide sufficient time for facilitating an orderly transition to the
new and amended rules.
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\24\ 15 U.S.C. 78mm(a)(1).
\25\ 17 CFR 242.610(f).
\26\ 17 CFR 242.612(d).
\27\ 17 CFR 242.600(b)(106).
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In the Adopting Release, the Commission considered the systems
changes necessary to implement the amendments to Rules 600(b)(89)(i)(F)
and 612 \28\ and considered the date by which the Time Weighted Average
Quoted Spread \29\ can be calculated during an Evaluation Period.\30\
In addition, the Commission adopted a compliance date for the
amendments to Rule 610 to coincide with the compliance date for Rules
600(b)(89)(i)(F) and 612. The Commission also stated that the exchanges
will have to file proposed rule changes pursuant to section 19(b) of
the Exchange Act \31\ and Rule 19b-4 \32\ thereunder to amend their fee
schedules to reflect the lower access fee caps.\33\ In determining the
temporary exemptive relief from the compliance date, the Commission has
considered the systems changes necessary to implement the new minimum
pricing increment, including the minimum pricing increment indicator,
and the rule filing requirements under section 19(b) of the Exchange
Act and Rule 19b-4 thereunder for implementing the amended access fee
caps.
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\28\ See Adopting Release, supra note 1 at 81680.
\29\ 17 CFR 242.612(a)(2).
\30\ 17 CFR 242.612(a)(1). See Adopting Release, supra note 1 at
81680.
\31\ 15 U.S.C. 78s.
\32\ 17 CFR 240.19b-4.
\33\ See Adopting Release, supra note 1 at 81680.
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b. Rule 610(d) of Regulation NMS
As discussed above, Rule 610(d) of Regulation NMS, which prohibits
exchanges from imposing, or permitting to be imposed, any fee, rebate
or other remuneration for the execution of an order in an NMS stock
that cannot be determined at the time of execution,\34\ has a
compliance date of the first business day of November 2025, i.e.,
November 3, 2025. In the Adopting Release, the Commission stated that
national securities exchanges will have to file proposed rule changes
pursuant to section 19(b) of the Exchange Act and Rule 19b-4 thereunder
to adjust any fee or rebate that is not determinable at the time of
execution.\35\
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\34\ 17 CFR. 242.610(d).
\35\ See Adopting Release, supra note 1 at 81680.
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Effective October 1, 2025 and until further notice, due to a lapse
in appropriations, the Commission is operating in accordance with its
plan for operating during a shutdown.\36\ While the Electronic Form
Filing System (``EFFS'') for self-regulatory organization (``SRO'')
proposed rule changes remains functional and able to accept
submissions,\37\ under Rule 19b-4, any day on which the Commission is
not open for regular business as a result of a lapse in appropriations
(or for certain other reasons) is not a ``business day'' as that term
is used in section 19 of the Exchange Act and Rule 19b-4
thereunder.\38\ As a result, any SRO proposed rule change submitted
through EFFS on a day on which the Commission is not open for regular
business will have as its filing date the next business day after the
Commission opens for regular business (e.g., the next business day
after a shutdown has ended).
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\36\ See SEC Operational Status, available at https://www.sec.gov (stating ``[d]ue to a lapse in appropriations, the SEC
is currently operating in accordance with the agency's plan for
operating during a shutdown. Effective Wednesday, October 1, 2025
and until further notice, the agency will have a very limited number
of staff members available.'') (last accessed Oct. 23, 2025).
\37\ See SEC Announcement, Division of Trading and Markets
Actions During Government Shutdown, available at https://www.sec.gov/newsroom/whats-new/division-trading-markets-actions-during-government-shutdown-october-2025 (last reviewed or updated:
Sept. 30, 2025).
\38\ 17 CFR 240.19b-4(b)(2).
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Due to the current lapse in appropriations, the exchanges' proposed
rule changes required to adjust their fee schedules to comply with the
requirements of Rule 610(d) \39\ may not be considered filed by
November 3, 2025. Since the filing date for any proposed rule changes
needed to comply with Rule 610(d) is currently uncertain, the
Commission is providing additional time for national securities
exchanges to comply with Rule 610(d). Accordingly, pursuant to section
36(a)(1) of the Exchange Act \40\ and Rule 610(f) of Regulation
NMS,\41\ the Commission is providing temporary exemptive relief from
the compliance date for Rule 610(d) of Regulation NMS
[[Page 51420]]
until the first business day of February 2026.
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\39\ 17 CFR 242.610(d).
\40\ 15 U.S.C. 78mm(a)(1).
\41\ 17 CFR 242.610(f).
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The exemption for exchanges from the requirement that their fees
and rebates be determinable at the time of execution as required by
Rule 610(d) of Regulation NMS is necessary because the exchanges are
unable to file the required proposed rule changes to amend their fee
schedules to comply with Rule 610(d) due to the lapse in
appropriations. The exemption is consistent with the protection of
investors because it will ensure that proposed changes to exchange fee
schedules are filed in a manner that is consistent with section 19 of
the Exchange Act and Rule 19b-4 thereunder.
c. Round Lot Implementation
As discussed above, the implementation of the round lot definition
as set forth in Rule 600(b)(93) of Regulation NMS is required to be
completed on the first business day of November 2025, i.e., November 3,
2025. The Commission understands that market participants have been
preparing for this implementation and will be prepared to implement the
new round lot definition as required on November 3, 2025.\42\
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\42\ See e.g., CTA Plan Announcements available at https://www.ctaplan.com/announcements#110000952157; Equity Trader Alert
#2025-76, Nasdaq Reporting Updates for SEC Round Lot Changes
available at https://www.nasdaqtrader.com/TraderNews.aspx?id=ETA2025-76; and NYSE Group: Changes to Round Lots
and Tier Calculations effective Nov. 3, 2025 available at https://www.nyse.com/trader-update/history#110000951664.
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In the Adopting Release, the Commission stated that it calculated
the round lot compliance date based on two main factors--the systems
changes and testing that would be necessary to implement the round lot
definition and the time exchanges may need to amend any exchange rules
to reflect the new round lot definition. Although the Commission
understands that market participants are prepared to implement the
round lot definition on November 3, 2025, as required, the Commission
also understands that certain exchanges may not have been able to file
proposed rule changes pursuant to section 19(b) of the Exchange Act and
Rule 19b-4 thereunder to amend their round lot definitions that are
reflected in exchange rules prior to the lapse in appropriations.
Therefore, pursuant to section 36(a)(1) of the Exchange Act,\43\
the Commission is providing temporary exemptive relief to exchanges
from the requirement to file proposed rule changes to amend their rules
to reflect the round lot definition in Rule 600(b)(93) of Regulation
NMS until 30 calendar days following the end of the lapse of
appropriations. The exemption is appropriate because the proposed rule
changes needed to reflect the new round lot definition may not be
considered filed by November 3, 2025, due to the lapse in
appropriations. The exemption is consistent with the protection of
investors because it provides investors with notice that exchange rules
may not reflect the round lot definition required under Rule 600(b)(93)
of Regulation NMS and that exchange rules will be updated shortly after
the lapse in appropriations ends to the extent necessary.
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\43\ 15 U.S.C. 78mm(a)(1).
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III. Conclusion
Accordingly, it is hereby ordered, pursuant to Rules 610(f) and
612(d) of Regulation NMS and section 36(a)(1) of the Exchange Act, that
the Commission grants exemptive relief, as set forth in this order,
from compliance with Rules 600(b)(89)(i)(F), 610(c), and 612, as
amended in the Adopting Release until the first business day of
November 2026.
It is further ordered, pursuant to section 36(a)(1) of the Exchange
Act and Rule 610(f) of Regulation NMS, that the Commission grants
exemptive relief as set forth in this order, from compliance with Rule
610(d) of Regulation NMS until the first business day of February 2026.
It is further ordered, pursuant to section 36(a)(1) of the Exchange
Act, that the Commission grants exemptive relief as set forth in this
order, from compliance with the requirement of exchanges to file
proposed rule changes to amend exchange rules to reflect the round lot
definition as set forth in Rule 600(b)(93) of Regulation NMS until 30
calendar days following the end of the lapse in appropriations.
By the Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2025-19926 Filed 11-14-25; 8:45 am]
BILLING CODE 8011-01-P