[Federal Register Volume 90, Number 243 (Monday, December 22, 2025)]
[Notices]
[Pages 59886-59888]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-23524]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104430; File No. SR-BX-2025-033]
Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing
and Immediate Effectiveness of a Proposed Rule Change To Discontinue
the Good-Till-Cancelled Time-in-Force Order Attribute in Its Equities
Market
December 17, 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 December 12, 2025, Nasdaq BX, Inc. (``BX'' or ``Exchange'') filed
with the Securities and Exchange Commission (``SEC'' or ``Commission'')
the proposed rule change as described in Items I, II, and III, below,
which Items have been prepared by the Exchange. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to discontinue the Good-Till-Cancelled Time-
in-Force Order Attribute in its equities market.
The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/bx/rulefilings,
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 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 Exchange proposes to discontinue the Time-in-Force of Good-
Till-Cancelled from its equities market.
Participants who trade equities in the Exchange can choose among
many Order Types.\3\ Participants can also choose to apply different
Order Attributes to their Orders.\4\ One of those Order Attributes is
Time-in-Force (``TIF'').\5\ The TIF assigned to an Order is the period
of time that the System will hold the Order for potential execution.
Participants specify an Order's TIF by designating a time at which the
Order will become active and a time at which the Order will cease to be
active.\6\ Among the times available for Order deactivation is one year
after Order entry.\7\
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\3\ The term ``Order'' means an instruction to trade a specified
number of shares in a specified NMS stock submitted to the BX
Equities Market by a Participant. An ``Order Type'' is a
standardized set of instructions associated with an Order that
define how it will behave with respect to pricing, execution, and/or
posting to the Exchange Book when submitted to BX. See BX Equity 1,
Section 1(a)(11). The Exchange Book is a montage for quotes and
orders that collects and ranks all quotes and orders submitted by
Participants. See BX Equity 1, Section 1(a)(6)(1).
\4\ An ``Order Attribute'' is a further set of variable
instructions that may be associated with an Order to further define
how it will behave with respect to pricing, execution, and/or
posting to the Exchange Book when submitted to BX. The available
Order Types and Order Attributes, and the Order Attributes that may
be associated with particular Order Types, are described in Equity 4
Rules 4702 and 4703. One or more Order Attributes may be assigned to
a single Order; provided, however, that if the use of multiple Order
Attributes would provide contradictory instructions to an Order, the
System will reject the Order or remove non-conforming Order
Attributes. See id.
\5\ See BX Equity 4, Rule 4703(a).
\6\ See id.
\7\ See id.
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An Order that is designated to deactivate one year after entry may
be referred to as a ``Good-till-Cancelled'' or ``GTC'' Order. If a GTC
Order is designated as eligible for execution during Market Hours \8\
only, it may be referred to as having a Time in Force of ``Market Hours
Good-till-Cancelled'' or ``MGTC.'' \9\ If a GTC Order is designated as
eligible for execution during System Hours,\10\ it may be referred to
as having a Time in Force of ``System Hours Good-till-Cancelled'' or
``SGTC.'' \11\ Therefore, both in the Exchange's rules and in this
filing, references to the TIF of GTC include both the TIF of MGTC and
the TIF of SGTC.
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\8\ Market Hours means the period of time beginning at 9:30 a.m.
ET and ending at 4:00 p.m. ET (or such earlier time as may be
designated by the Exchange on a day when the Exchange closes early).
See BX Equity 1, Section 1(a)(13).
\9\ See BX Equity 4, Rule 4703(a)(3).
\10\ System Hours means the period of time beginning at 7:00
a.m. ET and ending at 7:00 p.m. ET (or such earlier time as may be
designated by the Exchange on a day when the Exchange closes early).
See BX Equity 1, Section 1(a)(13).
\11\ See BX Equity 4, Rule 4703(a)(3).
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The Exchange proposes to discontinue the availability of the GTC
TIF on its equities market. In order to do so, the Exchange proposes to
modify BX Equity 4, Rule 4703(a) to delete ``one year after entry''
from the list of available times for deactivating an Order. The
Exchange also proposes to modify BX Equity 4, Rule 4703(a)(3), which
contains the definition of the GTC TIF, by deleting it in its entirety
and reserving that rule number.
The Exchange also proposes to make the following conforming changes
to its Equity Rules, to delete all other references to GTC Orders:
BX Equity 4, Rule 4702(b)(7)(B) specifies that a Market
Maker Peg Order may not have a TIF of GTC. The Exchange proposes to
remove this reference to GTC.
BX Equity 4, Rule 4761 concerns procedures in response to
issuer corporate actions, including any dividend (whether payable in
cash or securities or both), payment, distribution, forward or reverse
stock split, symbol change, or change in primary listing venue. Rule
4761(b) contains only such procedures that are specific to Orders with
a TIF of GTC. Therefore, the Exchange proposes to remove Rule 4761(b)
in its entirety. Consistent with this change, the Exchange proposes to
redesignate Rule 4761(a) as Rule 4761, and to remove the introductory
``Except as provided below,'' introductory phrase to that rule.
BX Equity 6, Section 5 sets out the risk settings that the
Exchange offers to a Participant's activities on the Exchange. Section
5(c) concerns Cancel-on-Disconnect Control. This optional control
allows a Participant, when it experiences a disruption in its
connection to the Exchange, to immediately cancel all pending Exchange
Orders except GTC Orders. The Exchange proposes to remove this
reference to GTC Orders.
BX Equity 9, Section 1 concerns the adjustment of open
orders. Section 1(d) defines ``open order'' as an order to buy
[[Page 59887]]
or an open stop order to sell, including but not limited to, ``good
`til cancelled'' orders, among others. The Exchange proposes to remove
this reference to ``good `til cancelled.''
Starting on the day that the Exchange discontinues the GTC TIF
Order Attribute, any new GTC Orders sent to the Exchange will be
rejected. Any GTC Orders remaining on the Exchange Book at the close of
the trading day immediately preceding the discontinuation of the GTC
TIF Order Attribute will be cancelled by the Exchange. The
discontinuation of the GTC TIF Order Attribute will become operative in
the first quarter of 2026. The Exchange currently intends to
discontinue GTC Orders on February 2, 2026. Therefore, any GTC Orders
remaining on the Exchange Book at the close of trading on January 30,
2026, would be cancelled by the Exchange.\12\ If the Exchange were to
postpone this February 2, 2026, discontinuation date to a later date in
the first quarter of 2026, the new discontinuation date would be
communicated by the Exchange through an Equity Trader Alert.
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\12\ See Nasdaq Equity Trader Alert #2025-83, ``Nasdaq to
Decommission Good-Till-Cancelled (GTC) Orders'' (Oct. 24, 2025),
available at https://www.nasdaqtrader.com/TraderNews.aspx?id=ETA2025-83; Nasdaq Equity Trader Alert #2025-97,
``UPDATE IN TIMING: Nasdaq to Decommission Good-Till-Cancelled (GTC)
Orders'' (Dec. 3, 2025), available at https://www.nasdaqtrader.com/TraderNews.aspx?id=ETA2025-97.
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\13\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\14\ in particular, in that it is designed to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general to protect investors and the public
interest.
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\13\ 15 U.S.C. 78f(b).
\14\ 15 U.S.C. 78f(b)(5).
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It is consistent with the Act for the Exchange to modify the Order
Attributes available on equities orders on the Exchange. BX has found
that very few Participants avail themselves of the GTC TIF. Retaining
this functionality adds complexity to the Exchange's rulebook that
outweighs its utility to Participants. Discontinuing this disused
functionality will promote just and equitable principles of trade and
remove impediments to and perfect the mechanism of a free and open
market and a national market system by streamlining the TIFs offered on
the Exchange.
It is also consistent with the Act to delete all references GTC
Orders found in the Exchange's listing rules and Equity Rules. Removing
this now-obsolete rule text will promote just and equitable principles
of trade and remove impediments to and perfect the mechanism of a free
and open market and a national market system by avoiding any possible
confusion as to the discontinuation of the GTC TIF functionality.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule changes will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. In this regard, proposed
changes that streamline the Order Attributes available on the Exchange
are pro-competitive because they bolster the efficiency, functionality,
and overall attractiveness of the Exchange in an absolute sense and
relative to its peers. Moreover, the proposed changes will not unduly
burden intra-market competition among various Exchange participants. BX
has observed that very few Participants currently avail themselves of
the GTC TIF, so that it is no longer worthwhile for the Exchange to
retain this functionality and its attendant complexity. The Exchange
would continue to offer Participants many other TIF options to help
them achieve their trading objectives. Furthermore, if there are
Participants who are dissatisfied with the proposal, they are free to
shift their order flow to competing venues that may offer them order
handling functionality that better suits their trading objectives.
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
Because the foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \15\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\16\
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\15\ 15 U.S.C. 78s(b)(3)(A)(iii).
\16\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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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 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.
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-BX-2025-033 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-BX-2025-033. 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-BX-2025-033 and
[[Page 59888]]
should be submitted on or before January 12, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
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\17\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23524 Filed 12-19-25; 8:45 am]
BILLING CODE 8011-01-P