[Federal Register Volume 90, Number 235 (Wednesday, December 10, 2025)]
[Notices]
[Pages 57246-57251]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-22392]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104330; File No. SR-FINRA-2025-014]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change To Amend FINRA Rule 7620B (FINRA/NYSE Trade
Reporting Facility Reporting Fees)
December 5, 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 November 26, 2025, the Financial Industry Regulatory Authority, Inc.
(``FINRA'') 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 FINRA. FINRA has
designated the proposed rule change as ``establishing or changing a
due, fee or other charge'' under Section 19(b)(3)(A)(ii) of the Act \3\
and Rule 19b-4(f)(2) thereunder,\4\ which renders the proposal
effective upon receipt of this filing by the Commission. 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.
\3\ 15 U.S.C. 78s(b)(3)(A)(ii).
\4\ 17 CFR 240.19b-4(f)(2).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
FINRA is proposing to amend FINRA Rule 7620B (FINRA/NYSE Trade
Reporting Facility Reporting Fees) to modify the trade reporting fees
applicable to participants that use the FINRA/NYSE Trade Reporting
Facility (``FINRA/NYSE TRF'').
The text of the proposed rule change is available on FINRA's
website at http://www.finra.org and at the principal office of FINRA.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, FINRA 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. FINRA has prepared summaries, set forth in sections A,
B,
[[Page 57247]]
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
Background
The FINRA/NYSE TRF, which is operated by NYSE Market (DE), Inc.
(``NYSE Market (DE)''), is one of four FINRA facilities \5\ that FINRA
members can use to report over-the-counter (``OTC'') trades in NMS
stocks. While members are required to report all OTC trades in NMS
stocks to FINRA, they may choose which FINRA Facility (or Facilities)
to use to satisfy their trade reporting obligations.\6\
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\5\ The four FINRA facilities are the FINRA/NYSE TRF, two FINRA/
Nasdaq Trade Reporting Facilities (together, the ``FINRA/Nasdaq
TRF''), and the Alternative Display Facility (``ADF'' and together,
the ``FINRA Facilities'').
\6\ Members can use the FINRA/NYSE TRF as a backup system and
reserve bandwidth if there is a failure at another FINRA Facility
that supports the reporting of OTC trades in NMS stocks. As set
forth in Trade Reporting Notice, January 20, 2016 (OTC Equity
Trading and Reporting in the Event of Systems Issues), a firm that
routinely reports its OTC trades in NMS stocks to only one FINRA
Facility must establish and maintain connectivity and report to a
second FINRA Facility, if the firm intends to continue to support
OTC trading as an executing broker while its primary facility is
experiencing a widespread systems issue.
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Under the governing limited liability company agreement,\7\ the
FINRA/NYSE TRF has two members: FINRA and NYSE Market (DE). FINRA, the
``SRO Member,'' has sole regulatory responsibility for the FINRA/NYSE
TRF. NYSE Market (DE), the ``Business Member,'' is primarily
responsible for the management of the FINRA/NYSE TRF's business affairs
to the extent those affairs are not inconsistent with the regulatory
and oversight functions of FINRA.
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\7\ See the Second Amended and Restated Limited Liability
Company Agreement of FINRA/NYSE Trade Reporting Facility LLC. The
limited liability company agreement, which was submitted as part of
the rule filing to establish the FINRA/NYSE TRF and was subsequently
amended and restated, can be found in the FINRA Manual.
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The Business Member establishes pricing applicable to FINRA members
that use the FINRA/NYSE TRF (``Participants''). That pricing is then
implemented pursuant to FINRA rules that FINRA must file with the
Commission and that must be consistent with the Act. Specifically,
Participants are charged fees pursuant to Rule 7620B and may qualify
for transaction credits under Rule 7610B (Securities Transaction
Credit) (such credits, ``Securities Transaction Credits'').\8\ The
relevant FINRA rules are administered by NYSE Market (DE), in its
capacity as the Business Member and operator of the FINRA/NYSE TRF on
behalf of FINRA,\9\ and the Business Member collects all fees on behalf
of the FINRA/NYSE TRF.
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\8\ Pursuant to Rule 7630B (Aggregation of Activity of
Affiliated Members), affiliated members can aggregate their activity
for purposes of fees and credits that are dependent upon the volume
of their activity. No change is proposed to be made to Rules 7610B
or 7630B, and so there will be no change to the requirements for, or
process of, securities transaction credits and the aggregation of
affiliated member activity.
\9\ FINRA's oversight of this function performed by the Business
Member is conducted through a recurring assessment and review of the
FINRA/NYSE TRF operations by an outside independent audit firm.
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According to the Business Member, the FINRA/NYSE TRF operates in a
competitive environment. The FINRA Facilities have different pricing
\10\ for their respective participants and compete for FINRA members'
trade report activity. The FINRA/NYSE TRF is smaller than the FINRA/
Nasdaq TRF in terms of reported volume. FINRA notes that in the month
of September 2025, FINRA members used the FINRA/NYSE TRF to report
approximately 2.7% of shares in all NMS stocks traded (OTC and on
exchange), compared to approximately 48.3% for the FINRA/Nasdaq
TRF.\11\
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\10\ Because the FINRA/NYSE TRF and FINRA/Nasdaq TRF are
operated by different business members competing for market share,
FINRA does not take a position on whether the pricing for one TRF is
more favorable or competitive than the pricing for the other TRF.
\11\ See Cboe U.S. Equities Market Volume Summary, available at
https://www.cboe.com/us/equities/market_statistics/historical_market_volume/.
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Under the current fee structure, if a Participant submits one or
more trade reports to the FINRA/NYSE TRF during a given calendar month,
the Participant pays a monthly fee equal to the sum of (a) $1,000 plus
(b) $0.0055 per published tape report.\12\ If a Participant submits no
trade reports to the FINRA/NYSE TRF during that calendar month, the
Participant pays a monthly fee of $2,000.
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\12\ See FINRA Rule 7620B; see also Securities Exchange Act
Release No. 94498 (March 23, 2022), 87 FR 18430 (March 30, 2022)
(Notice of Filing and Immediate Effectiveness of File No. SR-FINRA-
2022-006).
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As discussed in greater detail below, the Business Member has
determined to modify the trade reporting fees applicable to
Participants and to subject each Participant to a monthly fee based on
the number of tape eligible trade reports that the Participant
submitted to the FINRA/NYSE TRF during the relevant month (``Tape
Eligible Trade Reports''). FINRA is proposing to amend FINRA Rule 7620B
accordingly.
There is no new product or service accompanying the proposed fee
change.
Proposed Amendments to Rule 7620B
The Business Member proposes to modify the fee structure for
Participants by eliminating the current base fee and implementing a
tiered pricing model based on trade report volume. Under the proposed
rule change, each Participant's monthly fee will depend on the tier its
number of Tape Eligible Trade Reports falls under, with no base fee.
Consistent with the current fee structure, if a Participant does not
submit any Tape Eligible Trade Reports during the relevant calendar
month, it would continue to be charged a monthly fee of $2,000.
To effect the change, Rule 7620B would be amended to provide that
the amount of the monthly fee for a Participant will depend on the
number of Tape Eligible Trade Reports that the Participant submitted to
the FINRA/NYSE Trade Reporting Facility during the relevant calendar
month. As is the case today, a transaction would be attributed to a
Participant if the Participant is identified as the executing party in
a tape report submitted to the FINRA/NYSE Trade Reporting Facility.\13\
The amount of Tape Eligible Trade Reports is calculated in aggregate
across all Tapes (Tape A, Tape B, Tape C) and only includes shares
reported to the tapes.
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\13\ For clarity, the proposed rule change would explicitly add
this attribution methodology to the text of Rule 7620B.
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The proposed rule change would establish the following fee
structure:
------------------------------------------------------------------------
Tape eligible trade reports Monthly participant fee
------------------------------------------------------------------------
Greater than or equal to 20 million reports.... $50,000
Greater than or equal to 15 million reports but 47,500
less than 20 million reports..................
Greater than or equal to 10 million reports but 45,000
less than 15 million reports..................
Greater than or equal to 7.5 million reports 40,000
but less than 10 million reports..............
Greater than or equal to 5 million reports but 35,000
less than 7.5 million reports.................
[[Page 57248]]
Greater than or equal to 4 million reports but 30,000
less than 5 million reports...................
Greater than or equal to 3 million reports but 25,000
less than 4 million reports...................
Greater than or equal to 2 million reports but 20,000
less than 3 million reports...................
Greater than or equal to 1,500,000 reports but 15,000
less than 2 million reports...................
Greater than or equal to 1,250,000 reports but 10,000
less than 1,500,000 reports...................
Greater than or equal to 1 million reports but 7,000
less than 1,250,000 reports...................
Greater than or equal to 750,000 reports but 5,000
less than 1 million reports...................
Greater than or equal to 500,000 reports but 4,000
less than 750,000 reports.....................
Greater than or equal to 250,000 reports but 3,000
less than 500,000 reports.....................
Greater than or equal to 100,000 reports but 2,500
less than 250,000 reports.....................
Greater than or equal to 5,000 reports but less 1,500
than 100,000 reports..........................
Greater than or equal to 1 report but less than 1,000
5,000 reports.................................
No trade reports............................... 2,000
------------------------------------------------------------------------
The monthly fee would continue to be charged at the end of the
calendar month. Consistent with current practice, if a new Participant
submits the Participant application agreement and submits no trade
reports to the FINRA/NYSE TRF in the first month or first two months,
the Participant would not be charged for those months to provide time
to establish connectivity to the FINRA/NYSE TRF.\14\
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\14\ See Securities Exchange Act Release No. 79050 (October 5,
2016), 81 FR 70462, 70465 n.17 (October 12, 2016) (Notice of Filing
and Immediate Effectiveness of File No. SR-FINRA-2016-037). If the
Participant does not report any shares traded in the first two
months, it is not charged. If the Participant reports shares traded
in the second month, it is charged for that month. Under both the
current and proposed fee structure, after the first two calendar
months, the Participant will be charged regardless of connectivity.
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The monthly fees paid by Participants would continue to include
unlimited use of the NYSE TRF Portal,\15\ as well as full access to the
FINRA/NYSE TRF and supporting functionality, e.g., trade submission,
reversal, and cancellation.
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\15\ The NYSE TRF Portal is a secure, web-based system for FINRA
member firms to manage and report post-execution trade details for
exchange-listed securities.
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Application of Proposed Fee Schedule
As described above, the proposed fee structure would implement a
tiered monthly fee based on the number of Tape Eligible Trade Reports
submitted by each Participant to the FINRA/NYSE TRF. The proposed fee
schedule would be applied uniformly to all FINRA members that are, or
elect to become, Participants, without regard to the size or type of
Participant.
It is not possible to predict with certainty the number of FINRA
members that would increase or decrease their use of the FINRA/NYSE TRF
or cease being a Participant as a result of the proposed rule change.
Similarly, it is not possible to predict any change in usage of the
FINRA/NYSE TRF. Participants are able to report their trades to
competing FINRA Facilities instead of the FINRA/NYSE TRF, provided they
are participants of such other facilities.
However, if the proposed rule change had been in place in September
2025, based on the number of Tape Eligible Trade Reports submitted
during that period, the proposed rule change would result in the fees
remaining the same for more than half of the Participants, a fee
decrease for 12 of the Participants, and a fee increase for six of the
Participants.
To facilitate comparison, the following table shows the number of
Participants for each tier, using September 2025 data.
------------------------------------------------------------------------
Tape eligible trade reports Number of participants
------------------------------------------------------------------------
Greater than or equal to 20 million reports.... .......................
Greater than or equal to 15 million reports but .......................
less than 20 million reports..................
Greater than or equal to 10 million reports but 2
less than 15 million reports..................
Greater than or equal to 7.5 million reports .......................
but less than 10 million reports..............
Greater than or equal to 5 million reports but .......................
less than 7.5 million reports.................
Greater than or equal to 4 million reports but 1
less than 5 million reports...................
Greater than or equal to 3 million reports but 1
less than 4 million reports...................
Greater than or equal to 2 million reports but .......................
less than 3 million reports...................
Greater than or equal to 1,500,000 reports but 1
less than 2 million reports...................
Greater than or equal to 1,250,000 reports but .......................
less than 1,500,000 reports...................
Greater than or equal to 1 million reports but 1
less than 1,250,000 reports...................
Greater than or equal to 750,000 reports but 1
less than 1 million reports...................
Greater than or equal to 500,000 reports but .......................
less than 750,000 reports.....................
Greater than or equal to 250,000 reports but 2
less than 500,000 reports.....................
Greater than or equal to 100,000 reports but .......................
less than 250,000 reports.....................
Greater than or equal to 5,000 reports but less 2
than 100,000 reports..........................
Greater than or equal to 1 report but less than 7
5,000 reports.................................
No trade reports............................... 22
------------------------------------------------------------------------
The proposed tiers and the proposed fees primarily were determined
using the monthly fees paid by Participants with the goal of increasing
the FINRA/NYSE TRF's market share, as the Business Member believes that
Participants with significant trade reporting volume may be dissuaded
from using the FINRA/NYSE TRF by the current pricing.
As noted above, under current FINRA Rule 7620B, a Participant is
charged a fee that consists of a flat amount plus an amount tied to the
number of trade reports the Participant submits to the FINRA/NYSE TRF
during a given month. As a result, a Participant submitting a large
number of trade
[[Page 57249]]
reports to the FINRA/NYSE TRF is charged a higher fee.
For example, if a hypothetical Participant submitted 21 million
trade reports to the FINRA/NYSE TRF in a month, it would be charged
$116,500. As a result, the Business Member believes that Participants
do not use the FINRA/NYSE TRF for reporting substantial numbers of
trade reports. Under the proposed rule change, the hypothetical
Participant would be charged $50,000, or 43% of the current fee. Using
September 2025 data, two Participants would have qualified for the
proposed top five tiers, with no Participants in the top two tiers.
The Business Member believes that the proposed rule change may
increase participation on the FINRA/NYSE TRF by offering reduced fees
at the higher tiers, encouraging higher reporting volumes. The Business
Member also believes that by tying the fee tiers directly to the number
of Tape Eligible Trade Reports a Participant submits during the month,
the Participant's fee will remain aligned with its usage of the FINRA/
NYSE TRF. Additionally, by using tiers and capping the fee, the
proposed change would add predictability to a Participant's fee for
using the FINRA/NYSE TRF, as it would not vary as much as under the
current rule. As a result, the proposed change would make it easier for
market participants to determine whether to become Participants and
what their monthly fee would be and would add more clarity to the fee
structure, compared to the current pricing model.
FINRA has filed the proposed rule change for immediate
effectiveness. The operative date will be December 1, 2025.
2. Statutory Basis
FINRA believes that the proposed rule change is consistent with the
provisions of Section 15A(b) of the Act,\16\ in general, and Section
15A(b)(5) of the Act,\17\ in particular, which requires, among other
things, that FINRA rules provide for the equitable allocation of
reasonable dues, fees and other charges among members and issuers and
other persons using any facility or system that FINRA operates or
controls. FINRA also believes that the proposed rule change is
consistent with the provisions of Section 15A(b)(6) of the Act,\18\
which requires, among other things, that FINRA rules be designed to
prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade, and, in general, to protect
investors and the public interest. FINRA also believes that the
proposed rule change is consistent with the provisions of Section
15A(b)(9) of the Act,\19\ which requires that FINRA rules not impose
any burden on competition that is not necessary or appropriate.
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\16\ 15 U.S.C. 78o-3(b).
\17\ 15 U.S.C. 78o-3(b)(5).
\18\ 15 U.S.C. 78o-3(b)(6).
\19\ 15 U.S.C. 78o-3(b)(9).
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As a general matter, the proposed fee schedule will be assessed in
the same manner for all FINRA members that are, or elect to become,
Participants. It will not be applied differently to different sizes or
types of Participants. Access to the FINRA/NYSE TRF is offered on fair
and non-discriminatory terms.
The Proposed Rule Change Is an Equitable Allocation of Reasonable Fees
FINRA believes that the proposed rule change provides for an
equitable allocation of reasonable fees for the following reasons.
The Business Member believes that pricing is the key factor for
FINRA members when choosing which FINRA Facility to use. In this
competitive environment, FINRA members can report their OTC trades in
NMS stocks to the FINRA/NYSE TRF's competitors if they deem pricing
levels at the other FINRA Facilities to be more favorable, so long as
they are participants of such other facilities.
The Business Member believes that the proposed rule change is
reasonable because it may increase the FINRA/NYSE TRF market share by
incentivizing firms to report higher trade report volumes to the FINRA/
NYSE TRF. Under current FINRA Rule 7620B, a Participant that uses the
FINRA/NYSE TRF is charged a fee that consists of a flat amount plus an
amount tied to the number of trade reports the Participant submits
during a given month. As a result, a Participant submitting a large
number of trade reports is charged a higher fee.
For example, if a hypothetical Participant submitted 21 million
trade reports to the FINRA/NYSE TRF in a month, it would be charged
$116,500. As a result, the Business Member has found that Participants
do not use the FINRA/NYSE TRF for reporting substantial numbers of
trade reports. Under the proposed rule, however, the hypothetical
Participant would be charged $50,000, or 43% of the current fee.
If the proposed rule change had been in place in September 2025,
based on the number of Tape Eligible Trade Reports submitted during
that period, two Participants would have qualified for the proposed
tier requiring at least 10 million up to 15 million reports (i.e., the
third tier from the top) and would have paid $45,000. Under the current
fee structure, these same Participants would pay between $56,000 and
$83,499. No Participant would have qualified for the top two tiers
requiring at least 15 million reports, or for the fourth and fifth
tiers requiring between 5 million and up to 10 million reports. The
Business Member believes that the proposed rule change may increase
participation on the FINRA/NYSE TRF by offering reduced fees at the
higher tiers, encouraging higher reporting volumes.
At the same time, if the proposed rule change had been in place in
September 2025, based on the number of Tape Eligible Trade Reports
submitted during that period, the Participants in the lowest tier with
Tape Eligible Trade Reports, requiring at least one but less than 5,000
Tape Eligible Trade Reports would have seen their fees reduced
slightly.
Additionally, the Business Member believes that the proposed rule
change is reasonable because it is designed to have a minimal impact on
Participants. Applying the proposed fee structure to September 2025
data, the proposed change would have resulted in fees remaining the
same for the Participants that submitted no trade reports to the FINRA/
NYSE TRF \20\ and a fee decrease for approximately 12 of the
Participants, ranging from less than a dollar to approximately $35,200.
Only six Participants would have seen a fee increase, ranging from
approximately $125 to $6,390. As set forth in the table above, 18
Participants submitted at least one Tape Eligible Trade Report during
September 2025.
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\20\ In September of 2025, 22 Participants submitted zero trade
reports to the FINRA/NYSE TRF and would be assessed the same fee
under the proposed rule change.
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If the proposed fee structure is applied to 12 months of data, from
October 1, 2024, through the end of September 2025, the proposed change
would have resulted in fees remaining the same for more than half of
the Participants, a fee decrease for approximately 12 of the
Participants, ranging from approximately $2 to $261,860, and a fee
increase for 11 Participants, ranging from approximately $330 to
$40,750. Participants that would have seen a fee increase would have
been able to report their trades to competing FINRA Facilities instead
of the FINRA/NYSE TRF, provided they were participants of such other
facilities.
The Business Member believes that tying the tier of the fee
directly to the
[[Page 57250]]
number of trade reports the Participant submits to the FINRA/NYSE TRF
during the month is reasonable because the Participant's overall
monthly fee will increase or decrease in line with any changes in the
number of submitted trade reports and thus remain tied to the
Participant's usage of the FINRA/NYSE TRF. Additionally, by using tiers
and capping the fee, the proposed change would add predictability to a
Participant's fee for using the FINRA/NYSE TRF, as it would not vary as
much as under the current rule. As a result, the proposed change would
make it easier for market participants to determine whether to become
Participants and to determine what their monthly fee would be and would
add more clarity to the fee structure, compared to the current pricing
model.
The Business Member also believes that it is reasonable and
equitable to retain the flat fee for Participants that do not submit
any tape reports to the FINRA/NYSE TRF during the relevant month. In
addition, by incorporating the inactivity fee into the chart, the
proposed structure provides a clear comparison across all fee levels.
The Proposed Rule Change Is Not Unfairly Discriminatory
FINRA believes that the proposed rule change is not unfairly
discriminatory for the following reasons.
The Business Member believes that the proposed rule change is not
unfairly discriminatory because it is designed to have a minimal impact
on Participants. Applying the proposed fee structure to September 2025
data, the proposed change would have resulted in the fees remaining the
same for more than half of the Participants and a fee decrease for
approximately 12 of the Participants. Only six Participants would have
seen a fee increase if it were implemented. These Participants would
have been able to report their trades to competing FINRA Facilities
instead of the FINRA/NYSE TRF, provided they were participants of such
other facilities.
The Business Member also believes that it is not unfairly
discriminatory to retain the flat fee a Participant pays if it does not
submit any tape reports to the FINRA/NYSE TRF during the relevant
month. The Business Member believes that the inactivity fee, which has
not changed, is a reasonable method of encouraging Participants to
utilize the FINRA/NYSE TRF.
As is true now, all Participants would be subject to monthly fees.
The proposed fee schedule would be applied uniformly to all firms that
are, or elect to become, Participants, without regard to firm size or
type (except with respect to the level of trade reports submitted to
the FINRA/NYSE TRF). By tying the tier of the fee directly to the
number of trade reports that the Participant submits to the FINRA/NYSE
TRF during the month, a Participant's trade reporting fees generally
would correspond with its usage of the FINRA/NYSE TRF over the relevant
period separate from any other firm characteristic.\21\
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\21\ In the analysis of 2025's third quarter trade data, FINRA
found no significant correlation between firm size proxied by the
total trade reports to all FINRA TRFs and the number of trade
reports to the FINRA/NYSE TRF.
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The Business Member believes that the proposed change is not
unfairly discriminatory because Participants whose fees increase under
the proposed rule change are able to choose to utilize another FINRA
Facility for reporting OTC trades in listed equities. Thus, a
Participant could reduce its FINRA/NYSE TRF monthly reporting fees by
reducing the volume of Tape Eligible Trade Reports it elects to report
to the FINRA/NYSE TRF. FINRA members can report their OTC trades in NMS
stocks to the FINRA/NYSE TRF's competitors if they deem pricing levels
at the other FINRA Facilities to be more favorable, provided they are
participants of such other facilities.
B. Self-Regulatory Organization's Statement on Burden on Competition
FINRA does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act.
Intramarket Competition. FINRA notes that in the month of September
2025, FINRA members used the FINRA/NYSE TRF to report approximately
2.7% of shares in all NMS stocks traded (OTC and on exchange), compared
to approximately 48.3% for the FINRA/Nasdaq TRF. The Business Member
believes that pricing is the key factor for FINRA members when choosing
which FINRA Facility to use. In this competitive environment, FINRA
members can report their OTC trades in NMS stocks to the FINRA/NYSE
TRF's competitors if they deem pricing levels at the other FINRA
Facilities to be more favorable, so long as they are participants of
such other facilities.
Nonetheless, the Business Member does not believe that the proposed
rule change would result in a burden on competition that is not
necessary or appropriate in furtherance of the purposes of the Act. The
Business Member believes that the proposed rule change will have a
minimal impact on Participants. Based on September 2025 data, the
proposed change would have resulted in the fees remaining the same for
more than half of the Participants and a fee decrease for approximately
12 of the Participants. Only six Participants would have seen a fee
increase if it were implemented. They would have been able to report
their trades to the FINRA/NYSE TRF's competitors instead of the FINRA/
NYSE TRF, so long as they were participants of such other facilities.
Participants in the lowest three tiers with Tape Eligible Trade
Reports may face relatively higher per-trade costs compared to
Participants that are in the highest tiers, but the Business Member
estimated that the fee increase would be minimal. Specifically, based
on September 2025 data, of the nine Participants that would have been
in the lowest three tiers, only two would have seen a fee increase, one
of approximately $125 and one of approximately $418. As is the case
today, Participants would have been able to report their trades to the
FINRA/NYSE TRF's competitors instead of the FINRA/NYSE TRF, so long as
they were participants of such other facilities. The remaining
Participants would have seen a fee decrease.
The Business Member does not believe that the proposed fee would
place some market participants at a relative disadvantage compared to
other market participants, because the proposed fee schedule would be
applied in the same manner to all FINRA members that are, or elect to
become, Participants. The proposed rule change would not be applied
differently to different sizes of Participants.\22\ By tying the tier
of the fee directly to the number of trade reports a Participant
submits to the FINRA/NYSE TRF during the month, a Participant's overall
monthly fee would increase or decrease in line with any changes in the
number of submitted trade reports. Participants that elect not to use
the FINRA/NYSE TRF during the relevant month would be subject to the
same fee as is assessed under the current rule.
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\22\ See supra note 21.
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Participants may potentially alter their trade reporting activity
in response to the proposed rule change. Specifically, those
Participants that would incur higher fees may instead choose to report
to another FINRA Facility. Alternatively, such firms may continue
reporting or new firms may start reporting to the FINRA/NYSE TRF if
they find that the proposed net cost of reporting and other
functionalities provided represent the best value to their
business.\23\
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\23\ The FINRA/NYSE TRF does not impose a fee on new
Participants, and so a FINRA member that opts to become a
Participant would not incur an additional cost from the FINRA/NYSE
TRF. In some cases, a new Participant may incur incidental costs to
connect to the FINRA/NYSE TRF, but those are not charged by the
FINRA/NYSE TRF. An existing Participant that ceases to be a
Participant is not subject to any change fee by the FINRA/NYSE TRF.
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Intermarket Competition. The FINRA/NYSE TRF operates in a
competitive environment. The proposed rule change would not impose a
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. The FINRA Facilities have
different pricing and compete for FINRA members' trade report activity.
The pricing structures of the FINRA/NYSE TRF and other FINRA Facilities
are publicly available, allowing FINRA members to make informed
decisions regarding which FINRA Facility they use to report OTC trades
in NMS stocks.
FINRA members can choose among four FINRA Facilities when reporting
OTC trades in NMS stocks: the FINRA/NYSE TRF, the two FINRA/Nasdaq
TRFs, or ADF. FINRA members can report their OTC trades in NMS stocks
to a given FINRA Facility's competitors if they determine that the fees
and credits of another FINRA Facility are more favorable, so long as
they are participants of such other facility.
The Business Member believes that in such an environment, the
FINRA/NYSE TRF must adjust its fees to be competitive with other FINRA
Facilities and to attract Participant reporting. By making the FINRA/
NYSE TRF more competitive with the FINRA/Nasdaq TRF, the Business
Member believes that the proposed fee change will encourage more FINRA
members to become FINRA/NYSE TRF Participants and use the FINRA/NYSE
TRF, thereby increasing competition among the FINRA Facilities and
giving FINRA members more attractive options for trade reporting.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor 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) of the Act \24\ and paragraph (f)(2) of Rule 19b-4
thereunder.\25\ 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. If
the Commission takes such action, the Commission shall institute
proceedings to determine whether the proposed rule should be approved
or disapproved.
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\24\ 15 U.S.C. 78s(b)(3)(A).
\25\ 17 CFR 240.19b-4(f)(2).
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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 (http://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-FINRA-2025-014 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-FINRA-2025-014. 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 (http://www.sec.gov/rules/sro.shtml).
Copies of the filing will be available for inspection and copying at
the principal office of FINRA. 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-FINRA-2025-014 and should be submitted on or before December 31,
2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
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\26\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-22392 Filed 12-9-25; 8:45 am]
BILLING CODE 8011-01-P