[Federal Register Volume 91, Number 106 (Wednesday, June 3, 2026)]
[Notices]
[Pages 33252-33254]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-11034]
[[Page 33252]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105582; File No. SR-NASDAQ-2025-085]
Self-Regulatory Organizations; Nasdaq Stock Market LLC; Order
Granting Accelerated Approval of a Proposed Rule Change, as Modified by
Amendment No. 1 Thereto, To List and Trade Shares of the iShares
Bitcoin Premium Income ETF Under Nasdaq Rule 5711(d) (Commodity-Based
Trust Shares)
May 29, 2026.
I. Introduction
On September 30, 2025, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to list and trade shares (``Shares'') of the
iShares Bitcoin Premium Income ETF (``Trust'') under Nasdaq Rule
5711(d) (Commodity-Based Trust Shares).\3\ The proposed rule change was
published for comment in the Federal Register on October 2, 2025.\4\ On
May 7, 2026, the Exchange filed Amendment No. 1 to the proposed rule
change, which superseded the original proposed rule change in its
entirety, and on May 8, 2026, the Commission published notice of the
proposed rule change, as modified by Amendment No. 1 (``Proposal'').\5\
This order approves the Proposal on an accelerated basis.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ Capitalized terms not defined herein are defined in the
Exchange's rules.
\4\ See Securities Exchange Act Release No. 104148 (Sept. 30,
2025), 90 FR 47846. On November 3, 2025, pursuant to Section
19(b)(2) of the Act, the Commission designated a longer period
within which to approve the proposed rule change, disapprove the
proposed rule change, or institute proceedings to determine whether
to disapprove the proposed rule change. See Securities Exchange Act
Release No. 104173, 90 FR 57424 (Nov. 17, 2025). On December 16,
2025, the Commission instituted proceedings under Section
19(b)(2)(B) of the Act to determine whether to approve or disapprove
the proposed rule change. See Securities Exchange Act Release No.
104414, 90 FR 59600 (Dec. 19, 2025). On March 10, 2026, the
Commission designated a longer period for Commission action on the
proposed rule change. See Securities Exchange Act Release No.
104962, 91 FR 12466 (Mar. 13, 2026) (designating May 30, 2026, as
the date by which the Commission shall either approve or disapprove
the proposed rule change).
\5\ See Securities Exchange Act Release No. 105424, 91 FR 27097
(May 13, 2026) (``Amendment No. 1''). The Commission has received no
comments on the Proposal.
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II. Description of the Proposal
As described in more detail in Amendment No. 1,\6\ the Exchange
proposes to list and trade the Shares of the Trust under Nasdaq Rule
5711(d), which governs the listing and trading of Commodity-Based Trust
Shares on the Exchange.
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\6\ See Amendment No. 1, supra note 5.
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According to the Exchange, the Trust seeks to reflect generally the
performance of the price of bitcoin while providing premium income
through an actively managed strategy of writing (selling) call options
on iShares Bitcoin Trust ETF (``IBIT'') (such options, ``IBIT
options'') and, from time to time, on indices that track spot bitcoin
exchange-traded products, including IBIT (such options, ``index
options'').\7\ The Trust will be actively-managed \8\ and the assets of
the Trust will consist of bitcoin, as well as shares of IBIT, and cash,
including premiums associated with written options.\9\ All options
written by the Trust will be U.S. exchange-listed.\10\ The Exchange
states that it is submitting the Proposal because the Trust will be
actively managed; however, it will meet all of the other requirements
under the generic listing standards for Commodity-Based Trust Shares
set forth in Nasdaq Rule 5711(d).\11\
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\7\ See id. at 27098. The sponsor of the Trust is iShares
Delaware Trust Sponsor LLC (``Sponsor''), an indirect subsidiary of
BlackRock, Inc. The Trust will operate pursuant to a trust agreement
between the Sponsor, a third party as the trustee of the Trust, and
Wilmington Trust, National Association, as Delaware trustee.
Coinbase Custody Trust Company, LLC will be responsible for the
custody of the Trust's bitcoin. See id.
\8\ See id. BlackRock Financial Management, Inc., an affiliate
of the Sponsor, is the investment advisor for the Trust
(``Advisor''). See id. The Exchange states that the Advisor is
registered as an investment adviser under the Investment Advisers
Act of 1940, as amended. See id. at 27098 n. 11.
\9\ See id. at 27098. The Exchange states that the Trust is not
an investment company registered under the Investment Company Act of
1940, as amended (``1940 Act''), and, in accordance therewith, will
not own or acquire securities in excess of 40% of the value of the
Trust's total assets (excluding Government Securities (as defined in
the 1940 Act) and cash items) on an unconsolidated basis. See id.
\10\ See id. at 27099. The Exchange states that the Trust will
primarily write IBIT options and, in limited circumstances, will
write index options. The Exchange further states that IBIT options
may be standardized options or flexible exchange (``FLEX'') options,
while index options will be standardized options. The Trust's IBIT
holdings would be used to settle standardized IBIT options; either
the Trust's IBIT holdings or cash holdings would be used to settle
FLEX IBIT options; and the Trust's cash holdings would be used to
settle index options, if, in any case, those written options
positions are exercised. See id.
\11\ See id. at 27098. See also Securities Exchange Act Release
No. 103995 (Sept. 17, 2025), 90 FR 45414 (Sept. 22, 2025) (SR-
NASDAQ-2025-056; SR-CboeBZX-2025-104; SR-NYSEARCA-2025-54) (Order
Granting Accelerated Approval of Proposed Rule Changes, as Modified
by Amendments Thereto, to Adopt Generic Listing Standards for
Commodity-Based Trust Shares) (``Generics Approval Order'').
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III. Discussion and Commission Findings
After careful review, the Commission finds that the Proposal is
consistent with the Act and rules and regulations thereunder applicable
to a national securities exchange.\12\ In particular, the Commission
finds that the Proposal is consistent with Section 6(b)(5) of the
Act,\13\ which requires, among other things, that the Exchange's rules
be designed to ``prevent fraudulent and manipulative acts and
practices'' and, ``in general, to protect investors and the public
interest;'' and with Section 11A(a)(1)(C)(iii) of the Act,\14\ which
sets forth Congress' finding that it is in the public interest and
appropriate for the protection of investors and the maintenance of fair
and orderly markets to assure the availability to brokers, dealers, and
investors of information with respect to quotations for and
transactions in securities.
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\12\ In approving the Proposal, the Commission has considered
the Proposal's impacts on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
\13\ 15 U.S.C. 78f(b)(5).
\14\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
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The Exchange has represented that the Trust will meet all the
requirements set forth in Nasdaq Rule 5711(d) except that the Trust
will be actively managed.\15\ The Commission has previously found that
the requirements set forth in Nasdaq Rule 5711(d) for the generic
listing of Commodity-Based Trust Shares that are based on a reference
asset(s) or index are consistent with the Act.\16\ The Commission has
stated in the context of exchange traded funds (``ETFs'') registered
under the
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1940 Act that the mere addition of active management to a portfolio
that would otherwise qualify for generic listing as an index-based ETF
should not affect the portfolio's susceptibility to manipulation or the
availability of arbitrage between the ETF and its underlying
portfolio.\17\ This principle holds true for Commodity-Based Trust
Shares as well. As the Commission stated in the Generics Approval
Order, consistently applying listing standards across products with
economic exposures to the same underlying commodities levels the
playing field between issuers, which should promote competition and
would more readily afford investors greater investment options.\18\
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\15\ See supra note 11. Nasdaq Rule 5711(d)(iii)(A) provides
that Commodity-Based Trust Shares eligible to list and trade
pursuant to Rule 19b-4(e) (i.e., without a rule filing pursuant to
Section 19(b) of the Act) must be ``designed to reflect the
performance of one or more reference assets or an index of reference
assets, less expenses and other liabilities.'' Thus, Nasdaq Rule
5711(d) precludes actively managed products from being eligible for
generic listing under the rule.
\16\ See Generics Approval Order. Among other things, the
Commission found that the portfolio holding eligibility requirements
help to ensure the availability of information necessary to aid in
the detection and deterrence of potential manipulations and other
trading abuses, thereby making the Commodity-Based Trust Shares less
readily susceptible to fraud and manipulation. See id. at 45418 and
45418 n.72. In addition, the Commission found that the website
disclosure requirements will facilitate transparency with respect to
the Commodity-Based Trust Shares and diminish the risk of
manipulation or unfair informational advantage, consistent with the
maintenance of fair and orderly markets and investor protection. See
id. at 45420.
\17\ See Securities Exchange Act Release No. 78396 (July 22,
2016), 81 FR 49698, 49702 (July 28, 2016) (SR-BATS-2015-100) (Order
Approving Generic Listing Standards for Managed Fund Shares); and
78397 (July 22, 2016), 81 FR 49320, 49324-25 (July 27, 2016) (SR-
NYSEArca-2015-110) (Order Approving Generic Listing Standards for
Managed Fund Shares).
\18\ See Generics Approval Order at 45419.
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Nevertheless, Nasdaq Rule 5711(d) does not currently contemplate
the listing and trading of actively managed products and, therefore,
certain provisions are only relevant to index-based products and do not
contemplate active management.\19\ To address this, the Exchange has
included additional representations in the Proposal to reflect that the
Trust is actively managed. The Commission finds that the requirements
set forth in Nasdaq Rule 5711(d), coupled with the additional
representations made by the Exchange in the Proposal with respect to
the listing and trading of the Shares, are designed to prevent
fraudulent and manipulative acts and practices and to protect investors
and the public interest, consistent with Section 6(b)(5) of the
Act.\20\
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\19\ See Nasdaq Rules 5711(d)(viii)(B)(2) and 5711(d)(ix)(A)(1),
requiring the Exchange to initiate delisting procedures and halt
trading if the value of the underlying reference asset(s) or index
is not made widely available on at least a 15-second basis from a
source unaffiliated with the sponsor or the trust; Nasdaq Rule
5711(d)(x)(1), requiring that if the value of a Commodity-Based
Trust Share is based on an index that is maintained by a broker-
dealer, the broker-dealer erect and maintain a firewall around the
personnel responsible for the maintenance of such index or who have
access to information concerning changes and adjustments to the
index; and Nasdaq Rule 5711(d)(x)(2), requiring that any advisory
committee, supervisory board, or similar entity that advises an
index licensor or administrator or that makes decisions regarding
the index composition, methodology, and related matters must
implement and maintain, or be subject to, procedures designed to
prevent the use and dissemination of material, non-public
information regarding the applicable index.
\20\ 15 U.S.C. 78f(b)(5).
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First, the Exchange has represented in the Proposal that it will
implement additional firewall requirements with respect to the Advisor
(or any future advisor) and its personnel to reflect that the Trust is
actively managed rather than index-based.\21\ In particular, the
Exchange represents in the Proposal that if the current Advisor or any
new advisor of the Trust is or becomes affiliated with a broker-dealer,
it will erect and maintain a ``firewall'' between the advisor and the
broker-dealer with respect to access to information concerning the
composition and/or changes to the Trust's portfolio.\22\ In addition,
the current Advisor and any new advisor of the Trust must establish,
maintain, and enforce written policies and procedures reasonably
designed to prevent the misuse of material nonpublic information by the
advisor and any person associated with the advisor.\23\ Moreover, any
personnel or person associated with the Advisor or any new advisor who
make decisions pertaining to the Trust's portfolio must be subject to
procedures designed to prevent the use and dissemination of material
nonpublic information regarding the Trust's portfolio.\24\ Finally, any
institution or reporting service that provides information relating to
the Trust's portfolio \25\ must implement and maintain, or be subject
to, procedures designed to prevent the use and dissemination of
material non-public information regarding the actual components of the
Trust's portfolio.\26\ These additional requirements relating to
firewalls and procedures are substantively identical to Nasdaq's rules
governing the listing and trading of actively managed exchange-traded
funds,\27\ and apply in addition to what is already required under
Nasdaq Rule 5711(d)(x) and the Act and respective rules and regulations
thereunder. Such requirements collectively provide additional
protection against the potential misuse of material, non-public
information relating to the Trust's actively managed portfolio. The
Commission finds that the proposed additional requirements relating to
firewalls and procedures, combined with the requirements of Nasdaq Rule
5711(d)(x), are designed to prevent fraudulent and manipulative acts
and practices and to protect investors, consistent with Section 6(b)(5)
of the Act.\28\
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\21\ See Amendment No. 1 at 27102-3.
\22\ See id. at 27102.
\23\ See id. at 27102-3.
\24\ See id. at 27102.
\25\ See infra note 27 discussing procedure requirements with
respect to the ``Reporting Authority'' for Exchange Traded Fund
Shares listed on the Exchange.
\26\ See Amendment No. 1 at 27102.
\27\ See Nasdaq Rule 5735(g) (Managed Fund Shares) (setting
forth firewall and procedure requirements that apply to the
investment adviser to the investment company issuing Managed Fund
Shares and to personnel who make decisions on the investment
company's portfolio composition). See also Nasdaq Rules
5704(b)(1)(B)(i) (Exchange Traded Fund Shares) (setting forth
firewall and procedure requirements that apply to the investment
adviser to an Exchange Traded Fund and to personnel who make
decisions on the Exchange Traded Fund's portfolio composition) and
5704(b)(1)(B)(ii) (setting forth procedure requirements that apply
to the ``Reporting Authority'' that provides information relating to
the Exchange Traded Fund's portfolio). Nasdaq Rule 5704(a)(1)(C)
defines ``Reporting Authority'' to mean Nasdaq, a wholly-owned
subsidiary of Nasdaq, or an institution or reporting service
designated by Nasdaq or its subsidiary as the official source for
calculating and reporting information relating to Exchange Traded
Fund Shares series, including, but not limited to, any current index
or portfolio value; the current value of the portfolio of any
securities required to be deposited in connection with issuance of
Exchange Traded Fund Shares; the amount of any dividend equivalent
payment or cash distribution to holders of Exchange Traded Fund
Shares, net asset value, and other information relating to the
issuance, redemption or trading of Exchange Traded Fund Shares.
\28\ 15 U.S.C. 78f(b)(5).
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Second, while the Trust will be subject to the trading halt
requirements of Nasdaq Rule 5711(d)(ix), the Exchange has also
represented in the Proposal that if the Exchange becomes aware that the
Trust's portfolio holdings are not disseminated to all market
participants at the same time, it will halt trading in the Shares until
such time as the Trust's portfolio holdings are available to all market
participants.\29\ This additional trading halt requirement is
substantively identical to Nasdaq's rule governing the listing and
trading of actively managed exchange-traded funds,\30\ and applies in
addition to what is already required under Nasdaq Rule 5711(d)(ix).
This additional trading halt requirement will help to ensure that all
market participants have transparency relating to the Trust's
underlying portfolio, which information is key to pricing the Shares,
and that no market participant has an unfair informational advantage.
Ensuring such transparency relating to the Trust's underlying portfolio
for all market participants will help facilitate a fair and orderly
market for the Shares, as well as help to ensure that the Shares are
not susceptible to manipulation. Accordingly, consistent with the
requirement of Section 6(b)(5) of the Act \31\ that an Exchange's rules
be designed to remove impediments to and perfect the mechanism of a
free and open market, the additional trading halt requirement combined
with the existing
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halt requirements of Nasdaq Rule 5711(d)(ix) are reasonably designed to
promote fair disclosure of information that may be necessary to price
the Shares appropriately, to prevent trading when a reasonable degree
of transparency cannot be assured, and to ensure fair and orderly
markets for the Shares.
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\29\ See Amendment No. 1 at 27102.
\30\ See Nasdaq Rule 5735(d)(2)(D) (Managed Fund Shares).
\31\ 15 U.S.C. 78f(b)(5).
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Apart from being actively managed, the Shares must meet all the
requirements for initial and continued listing under Nasdaq Rule
5711(d). The Shares will be subject to the rules and procedures of the
Exchange that currently govern the trading of equity securities on the
Exchange.\32\ All statements and representations contained in the
Proposal regarding, among others things, the description of the Trust's
holdings, limitations on holdings, dissemination of holdings, and the
applicability of the Exchange's listing rules specified in the
Proposal, will constitute continued listing requirements.\33\ Moreover,
the Trust must notify the Exchange of any failure by the Trust to
comply with the continued listing requirements.\34\ Pursuant to
obligations under Section 19(g)(1) of the Act,\35\ the Exchange will
surveil for compliance with the continued listing requirements; and if
the Trust is not in compliance with the applicable listing
requirements, the Exchange will commence delisting procedures.\36\
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\32\ See Nasdaq Rule 5711(d)(ii).
\33\ See Nasdaq Rule 5711(d)(i).
\34\ Id.
\35\ 15 U.S.C. 78s(g)(1).
\36\ See Amendment No. 1 at 27102; Nasdaq Rule 5711(d)(i).
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For the reasons discussed above, the Commission finds that the
Proposal is consistent with the Act.\37\
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\37\ 15 U.S.C. 78f(b)(5).
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IV. Accelerated Approval of the Proposal
The Commission finds good cause to approve the Proposal prior to
the thirtieth day after the date of publication of notice of filing of
Amendment No. 1 \38\ in the Federal Register. Amendment No. 1 clarified
the description of the Trust and its permitted investments, further
described the terms of the Trust, including additional trading halt and
firewall requirements, and conformed various representations in the
amended filing to the requirements of Nasdaq Rule 5711(d) for
Commodity-Based Trust Shares.
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\38\ See supra note 5.
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Amendment No. 1 does not raise any novel regulatory issues. The
changes assist the Commission in evaluating the Proposal and in
determining that it is consistent with the Act and the rules and
regulations thereunder applicable to a national securities exchange, as
discussed above. The Commission finds that Amendment No. 1 is
reasonably designed to prevent fraudulent and manipulative acts and
practices and, in general, to protect investors and the public
interest; and, it is in the public interest and appropriate for the
protection of investors and the maintenance of fair and orderly markets
to assure the availability to brokers, dealers, and investors of
information with respect to quotations for and transactions in
securities. Accordingly, the Commission finds good cause, pursuant to
Section 19(b)(2) of the Act,\39\ to approve the Proposal on an
accelerated basis prior to the thirtieth day after publication of
notice of filing of Amendment No. 1 in the Federal Register.
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\39\ 15 U.S.C. 78s(b)(2).
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V. Conclusion
This approval order is based on all of the Exchange's
representations and descriptions in the Proposal, which the Commission
has evaluated as discussed above.\40\ For the reasons set forth above,
the Commission finds, pursuant to Section 19(b)(2) of the Act,\41\ that
the Proposal is consistent with the requirements of the Act and the
rules and regulations thereunder applicable to a national securities
exchange, and in particular, with Section 6(b)(5) and Section
11A(a)(1)(C)(iii) of the Act.\42\
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\40\ In addition, the Shares of the Trust must comply with the
requirements of Nasdaq Rule 5711(d) to be listed and traded on the
Exchange on an initial and a continuing basis, except that the Trust
will be actively managed.
\41\ 15 U.S.C. 78s(b)(2).
\42\ 15 U.S.C. 78f(b)(5); 15 U.S.C. 78k-1(a)(1)(C)(iii).
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It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\43\ that the proposed rule change, as modified by Amendment No. 1
(SR-NASDAQ-2025-085) be, and hereby is, approved on an accelerated
basis.
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\43\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\44\
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\44\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-11034 Filed 6-2-26; 8:45 am]
BILLING CODE 8011-01-P