[Federal Register Volume 91, Number 57 (Wednesday, March 25, 2026)]
[Notices]
[Pages 14602-14603]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-05766]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105058; File No. S7-2026-10]
Notice of an Application of MEMX LLC for Temporary Exemptive
Relief From Compliance With Certain Provisions of Rule 610(c) of
Regulation NMS, as Amended, Pursuant to Section 36(a)(1) of the
Securities Exchange Act of 1934 and Rule 610(f) of Regulation NMS, and
Request for Comment
March 20, 2026.
On February 26, 2026, the Securities and Exchange Commission (the
``Commission'') received an application from MEMX LLC (``MEMX'' or the
``Exchange'') to obtain temporary exemptive relief \1\ pursuant to
Section 36(a)(1) of the Securities Exchange Act of 1934 (``Exchange
Act'') \2\ and Rule 610(f) of Regulation NMS,\3\ in accordance with
relevant procedures set forth in Exchange Act Rule 0-12,\4\ to
temporarily delay the implementation of certain amendments to Rule
610(c) of Regulation NMS that the Commission adopted in September
2024.\5\ Specifically, the temporary exemptive relief, which would
apply to all trading centers subject to Rule 610(c), would delay
implementation of the amendments to Rule 610(c) to: (a) protected
quotations and other best bids and offers in those NMS stocks that
would continue to be subject to a $0.01 minimum pricing increment
pursuant to Rule 612(b)(2)(i), and (b) protected quotations and other
best bids and offers in NMS stocks that are priced below $1.00. In
addition, MEMX requested temporary exemptive relief to allow exchanges
to charge an access fee of up to $0.0015, by modifying the $0.0010
amended access fee cap as adopted for those NMS stocks that would be
subject to the new minimum pricing increment of $0.005 pursuant to Rule
612(b)(2)(ii). The Commission is publishing this notice to provide
interested persons with an opportunity to comment.
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\1\ See Letter from Adrian Griffiths, Head of Market Structure,
MEMX LLC, dated February 26, 2026 (``Application''). The Application
is attached as an Appendix to this notice. The Appendix may be found
on https://www.sec.gov/rules-regulations/exchange-act-exemptive-notices-orders. Defined terms in this notice are the same as used in
the Application, unless otherwise noted.
\2\ 15 U.S.C. 78mm(a)(1). Section 36(a)(1) of the Exchange Act
gives the Commission the authority to exempt any person, security or
transaction or any class or classes of persons, securities or
transactions, conditionally or unconditionally, from any Exchange
Act provision or any rule or regulation thereunder by rule,
regulation or order, to the extent that the exemption is necessary
or appropriate in the public interest and consistent with the
protection of investors.
\3\ 17 CFR 242.610(f). Rule 610(f) of Regulation NMS states that
``[t]he Commission, by order, may exempt from the provisions of this
section, 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.''
\4\ 17 CFR 240.0-12. Exchange Act Rule 0-12 sets forth
procedures for filing applications for orders for exemptive relief
pursuant to Section 36 of the Exchange Act.
\5\ See Securities Exchange Act Release No. 101070 (Sept. 18,
2024), 89 FR 81620 (Oct. 8. 2024) (``Adopting Release'').
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I. Background
On September 18, 2024, the Commission adopted Regulation NMS:
Minimum Pricing Increments, Access Fees and Transparency of Better
Priced Orders,\6\ 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; \7\ and (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.\8\ The Commission adopted compliance dates for the amendments,
setting the dates upon which the rules must be implemented.\9\ On
October 31, 2025, the Commission, among other things, granted temporary
exemptive relief from the compliance dates for Rules 600(b)(89)(i)(F),
610(c) and 612, as amended in the Adopting Release, until the first
business day of November 2026 to allow affected entities additional
time to come into compliance with the amendments.\10\
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\6\ See Adopting Release, supra note 5.
\7\ 17 CFR 242.612.
\8\ 17 CFR 242.610(c).
\9\ See Adopting Release, supra note 6 at 81679-81.
\10\ In connection with petitions filed in the U.S. Court of
Appeals for the District of Columbia Circuit (``D.C. Circuit''), a
motion was filed by petitioners 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. 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, and 612
pending the completion of judicial review. See Securities Exchange
Act Release No. 101899 (Dec. 12, 2024) (Order Granting Partial
Stay). On October 14, 2025, the D.C. Circuit issued an opinion
denying the petitions for review. On October 31, 2025, the
Commission issued an order granting temporary exemptive relief from,
among other things, Rules 600(b)(89)(i)(F), 610(c), and 612 until
the first business day of November 2026. See Securities Exchange Act
Release No. 104172 (Oct. 31, 2025), 90 FR 51418 (Nov. 17, 2025).
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II. Summary of the Application
In its Application,\11\ the Exchange states that it believes that
the requested relief is necessary and appropriate given other market
structure rule changes currently being contemplated by the Commission
that it believes would directly impact the amendments to Rule
610(c).\12\ Specifically, MEMX states that its request is designed to
give the Commission time to consider and discuss with market
participants whether and how access fees should be regulated in light
of possible changes to Rule 611 of Regulation NMS.\13\ MEMX states that
it seeks to ensure that the Commission is able to consider the
interplay between Rules 610 and 611 of Regulation NMS before
implementing the amendments to Rule 610(c), amendments which MEMX
states may need to be undone or modified should changes to Rule 611 be
made.\14\ MEMX states that a temporary implementation delay would
ensure that the industry does not have to implement new regulations
that the Commission may later eliminate or modify.\15\ At the same
time, however, MEMX states that its own analysis has highlighted the
need to implement the amendments to the minimum pricing increment
provisions in Rule 612 of Regulation NMS, as amended, which, according
to MEMX,
[[Page 14603]]
would reduce spreads and improve investor trading outcomes in NMS
stocks that currently are constrained by the existing $0.01 minimum
pricing increment.\16\ Further, MEMX states that because access fees
and tick sizes are inextricably linked, MEMX tailored its request for
exemptive relief to ensure that the changes to the minimum pricing
increment can be implemented in November 2026 without further delay,
while minimizing potential market disruption from changes to the access
fee caps as the Commission deliberates possible future changes to Rule
611 and other related rules.\17\
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\11\ See Appendix.
\12\ See Application, p. 1.
\13\ See Application, p. 2.
\14\ See id.
\15\ See Application, p. 13.
\16\ See Application, p. 2.
\17\ See Application, p. 3.
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MEMX's exemptive relief request has two aspects, which it believes
are independent, and would allow the Commission to grant both, or
proceed with one.\18\
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\18\ See Application, p. 4.
(1) MEMX requests that the Commission delay implementation of
Rule 610(c), as amended, for: (a) protected quotations and other
best bids and best offers priced $1.00 or more in those NMS stocks
that would continue to be subject to a $0.01 minimum pricing
increment pursuant to Rule 612(b)(2)(i), and (b) protected
quotations and other best bids and best offers in NMS stocks that
are priced below $1.00 per share.\19\
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\19\ Alternatively, MEMX states that the Commission could apply
an access fee cap for bids, offer, orders, or indications of
interest in those NMS stocks that are priced below $1.00 that is
proportionate to the access fee that otherwise applies to those
stocks when trading at above $1.00. See Application, p. 3.
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(2) MEMX requests that the Commission allow exchanges to charge
an access fee of up to $0.0015 by modifying the $0.0010 amended
access fee cap for those NMS stocks that would be subject to the new
$0.005 minimum pricing increment pursuant to Rule 612(b)(2)(ii).
MEMX requests the above relief on a temporary basis, for an unspecified
duration, until such time as the Commission makes a determination as to
future action, if any, with respect to Rule 610(c) if or when Rule 611
is amended or repealed.\20\
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\20\ See Application, p. 5.
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III. Request for Comment
The Commission requests and encourages any interested person to
submit comments regarding the Application, including whether the
request should be granted. In particular, the Commission solicits
comment on the following questions:
1. What are commenters' views on the request to temporarily delay
implementation of Rule 610(c)(1) of Regulation NMS, as amended, for
protected quotations and other best bids and best offers priced $1.00
or more in those NMS stocks that would continue to be subject to a
$0.01 minimum pricing increment pursuant to Rule 612(b)(2)(i)? What are
commenters' views on the need for relief and the extent of the relief
requested?
2. What are commenters' views on the request to temporarily delay
implementation of Rule 610(c)(2) of Regulation NMS, as amended? What
are commenters' views on the need for relief and the extent of the
relief requested?
3. What are commenters' views on the request to temporarily delay
implementation of Rule 610(c)(2) of Regulation NMS, as amended, for
those NMS stocks that are assigned a minimum pricing increment of
$0.005 under Rule 612(b)(2)(ii)? Specifically, if the requested
temporary relief was granted, protected quotations and other best bids
and best offers in NMS stocks that are assigned a minimum pricing
increment of $0.005 under Rule 612(b)(2)(ii) would be subject to
different access fee caps depending on the price of the protected
quotation or other best bid or best offer, i.e., $0.001 or $0.0015 per
share for protected quotations and other best bids and offers priced
$1.00 or more and 0.3% of the quotation price for protected quotations
and other best bids and offers priced less than $1.00 per share.
4. As an alternative, the request states that the Commission could
apply an access fee cap to protected quotations and other best bids and
best offers in those NMS stocks that are priced below $1.00 that is
proportionate to the access fee that otherwise applies to those
protected quotations and other best bids and best offers in those
stocks that are priced at or above $1.00. What are commenters' views on
this proposed alternative?
5. The request did not specify a time-limited duration for the
relief requested. What are commenters' views on the appropriate
duration of time for the temporary exemptive relief requested, if
granted?
6. What are commenters' views on the potential benefits, or
drawbacks, of granting the requested exemption, which, if granted, may
be in place for a limited period of time or an unspecified time period?
7. The Commission previously granted temporary exemptive relief
from the adopted compliance dates for Rules 600(b)(89)(i)(F), 610(c),
and 612 of Regulation NMS, as amended, until the first business day of
November 2026 to allow affected entities additional time to come into
compliance with the amendments. Although not part of the request, more
broadly, what are commenters' views on whether the Commission should
grant another temporary exemption from the compliance dates for these
rules, as amended? If another temporary exemption is warranted, what is
an appropriate duration for any exemption and why?
Comments should be received on or before April 24, 2026. Comments
may be submitted by any of the following methods:
Electronic Comments
Use the Commission's internet comment form (http://www.sec.gov); or
Send an email to [email protected]. Please include
File Number S7-2026-10 on the subject line.
Paper Comments
Send paper comments to Secretary, Securities and Exchange
Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number S7-2026-10. 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/exorders.shtml). 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.
For further information, you may contact Kelly Riley, Senior
Special Counsel, Office of Market Supervision, Division of Trading and
Markets, at (202) 551-5500, Securities and Exchange Commission, 100 F
Street NE, Washington, DC 20549.
By the Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2026-05766 Filed 3-24-26; 8:45 am]
BILLING CODE 8011-01-P