[Federal Register Volume 91, Number 12 (Tuesday, January 20, 2026)]
[Notices]
[Pages 2413-2414]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-00919]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104609; File No. SR-BX-2025-037]
Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend FINRA Fees
January 14, 2026.
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 31, 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 amend BX's Pricing Schedule at Equity 7,
Section 30, Regulatory, Registration and Processing Fees, to reflect
adjustments to FINRA Fees.\3\
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\3\ This rule change impacts FINRA fees for members who trade
equity and options products on BX as all BX Options Participants are
required to be BX members.
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While the changes proposed herein are effective upon filing, the
Exchange has designated the amendments become operative on January 1,
2026.
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
This proposal amends Equity 7, Section 30, Regulatory, Registration
and Processing Fees, to reflect adjustments to FINRA \4\ Registration
Fees and Fingerprinting Fees[sic].\5\ The FINRA fees are collected and
retained by FINRA via Web CRD for the registration of employees of BX
members that are not FINRA members (``Non-FINRA members''). The
Exchange is merely listing these fees on its Pricing Schedule. The
Exchange does not collect or retain these fees.
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\4\ FINRA operates Web CRD, the central licensing and
registration system for the U.S. securities industry. FINRA uses Web
CRD to maintain the qualification, employment and disciplinary
histories of registered associated persons of broker-dealers.
\5\ See Securities Exchange Act Release No. 93709 (November 21,
2024), 89 FR 93709 (November 27, 2024) (SR-FINRA-2024-019).
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FINRA Annual System Processing Fee
In 2024, FINRA amended certain fees assessed for use of the CRD
system for implementation between 2026 and 2028.\6\ The Exchange
accordingly proposes to amend its FINRA fees to mirror the system
processing fees assessed by FINRA, which will be implemented
concurrently with the amended FINRA fees as of January 2026.\7\
Specifically, the Exchange proposes to amend Equity 7, Section 30 to
modify FINRA Annual System Processing Fee from $70 to the following,
based on the number of securities regulators with which each such
registered person is registered, excluding registration as an
investment adviser representative:\8\
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\6\ See id.
\7\ This rule change impacts FINRA fees for members who trade
equity and options products on BX as all BX Options Participants are
required to be BX members.
\8\ See Section (4)(b)(7) of Schedule A to the FINRA By-laws.
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Number of securities regulators Fee
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1-5.......................................................... $70
6-20......................................................... 95
21-40........................................................ 110
41+.......................................................... 125
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These amendments are being made in accordance with a FINRA rule
change to adjust to its fees.\9\
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\9\ See note 5. FINRA noted in its rule change that it was
adjusting its fees to provide sustainable funding for FINRA's
regulatory mission.
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Continuing Education Regulatory Element Session Fee
The Exchange also proposes to amend Equity 7, Section 30 with
respect to the Continuing Education Regulatory Element Session Fee to
increase the fee from $18 to $25 to mirror the same change proposed by
FINRA in SR-FINRA-2024-019.\10\
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\10\ See note 5.
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Finally, the Exchange proposes to remove outdated rule text at
Equity 7, Section 30 which describes fees that were in place prior to
January 1, 2023. Those fees have since been replaced with the
Continuing Education Regulatory Element Session Fee.\11\
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\11\ The Exchange proposes to remove the following rule text,
$55 Continuing Education Regulatory Element Session Fee for each
individual who is required to complete the Regulatory Element of the
Continuing Education Requirements pursuant to Exchange General 4,
Section 1240. This fee will be amended on January 1, 2023 as noted
below. Also, the Exchange proposes to remove this sentence: The
below Continuing Education Regulatory Element Session Fee will be
assessed by FINRA commencing on January 1, 2023.
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The FINRA Web CRD Fees are user-based and there is no distinction
in the cost incurred by FINRA if the user is a FINRA member or a Non-
FINRA member. Accordingly, the proposed fees mirror those currently
assessed by FINRA.
[[Page 2414]]
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\12\ in general, and furthers the objectives of
Sections 6(b)(4) and 6(b)(5) of the Act,\13\ 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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\12\ 15 U.S.C. 78f(b).
\13\ 15 U.S.C. 78f(b)(4) and (5).
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The Exchange believes it is reasonable to amend the FINRA Annual
System Processing Fee and the Continuing Education Regulatory Element
Session Fee because the fees will be identical to those adopted by
FINRA as of January 2026 for use of the CRD system for each of the
member's registered representatives and principals for system
processing and for continuing education.\14\ The costs of operating and
improving the CRD system and for continuing education are similarly
borne by FINRA when a Non-FINRA member uses the CRD system;
accordingly, the fees collected for such use should, as proposed by the
Exchange, mirror the fees assessed to FINRA members. In addition, as
FINRA noted in amending its fees, it believes that its proposed pricing
structure is reasonable and correlates fees with the components that
drive its regulatory costs to the extent feasible. The Exchange further
believes that the change is reasonable because it will provide greater
specificity regarding the CRD system fees and continuing education fees
that are applicable to Non-FINRA members. All similarly situated
members are subject to the same fee structure, and every member must
use the CRD system for registration and disclosure and pay for
continuing education. Accordingly, the Exchange believes that the fees
collected for such use should likewise increase in lockstep with the
fees assessed to FINRA members, as proposed by the Exchange.
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\14\ See note 5.
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The Exchange believes the proposed FINRA Annual System Processing
Fee and the Continuing Education Regulatory Element Session Fee are
equitable and not unfairly discriminatory because the fees apply
equally to all individuals and firms required to report information in
the CRD system and comply with continuing education. The proposal will
result in the same regulatory fees being charged to all members
required to report information to CRD and comply with continuing
education and for services performed by FINRA regardless of whether
such members are FINRA members. Further, the Exchange will not be
collecting or retaining these fees, therefore, the Exchange will not be
in a position to apply them in an inequitable or unfairly
discriminatory manner.
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.
The Exchange believes the proposed FINRA Annual System Processing
Fee and the Continuing Education Regulatory Element Session Fee do not
impose an undue burden on competition because the fees apply equally to
all individuals and firms required to report information in the CRD
system and comply with continuing education. The proposal will result
in the same regulatory fees being charged to all members required to
report information to CRD and comply with continuing education and for
services performed by FINRA regardless of whether such members are
FINRA members. Further, the Exchange will not be collecting or
retaining these fees, therefore, the Exchange will not be in a position
to apply them in an inequitable or unfairly discriminatory manner.
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.\15\
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\15\ 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-BX-2025-037 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-2025-037. 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-2025-037 and should be submitted on
or before February 10, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
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\16\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2026-00919 Filed 1-16-26; 8:45 am]
BILLING CODE 8011-01-P