Notice2025-09484

Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change To Permit In-Kind Creations and Redemptions by the iShares Ethereum Trust and Amend Certain Other Representations Under Nasdaq Rule 5711(d) (Commodity-Based Trust Shares)

Primary source

Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.

Published
May 28, 2025

Issuing agencies

Securities and Exchange Commission

Full Text

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<title>Federal Register, Volume 90 Issue 101 (Wednesday, May 28, 2025)</title>
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[Federal Register Volume 90, Number 101 (Wednesday, May 28, 2025)]
[Notices]
[Pages 22525-22529]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-09484]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-103095; File No. SR-NASDAQ-2025-038]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing of Proposed Rule Change To Permit In-Kind Creations 
and Redemptions by the iShares Ethereum Trust and Amend Certain Other 
Representations Under Nasdaq Rule 5711(d) (Commodity-Based Trust 
Shares)

May 21, 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 May 9, 2025, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I and II 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 update certain representations made in the 
proposed rule change previously filed with and approved by the 
Commission relating to the shares of the iShares Ethereum Trust (the 
``Trust''), specifically to add the Additional Ether Custodian (as 
defined below), to allow for ``in-kind'' transfers of the Trust's 
ether, and to amend the Trust's name. Shares of the Trust (``Shares'') 
are currently listed and traded on the Exchange under Nasdaq Rule 
5711(d).
    The text of the proposed rule change is available on the Exchange's 
website at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings">https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings</a>, at the principal office of the Exchange, and at the 
Commission's Public Reference Room.

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

[[Page 22526]]

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 Commission approved the listing and trading of the Shares on 
the Exchange pursuant to Nasdaq Rule 5711(d) \3\ on May 23, 2024.\4\ 
iShares Delaware Trust Sponsor LLC, a Delaware limited liability 
company and an indirect subsidiary of BlackRock, Inc. (``BlackRock''), 
is the sponsor of the Trust (the ``Sponsor''). The Shares are 
registered with the SEC by means of the Trust's registration statement 
on Form S-1 (the ``Registration Statement'').\5\
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    \3\ Nasdaq Rule 5711(d) governs the listing and trading of 
Commodity-Based Trust Shares, which means a security (1) that is 
issued by a trust that holds (a) a specified commodity deposited 
with the trust, or (b) a specified commodity and, in addition to 
such specified commodity, cash; (2) that is issued by such trust in 
a specified aggregate minimum number in return for a deposit of a 
quantity of the underlying commodity and/or cash; and (3) that, when 
aggregated in the same specified minimum number, may be redeemed at 
a holder's request by such trust which will deliver to the redeeming 
holder the quantity of the underlying commodity and/or cash. See 
Nasdaq Rule 5711(d)(iv)(A).
    \4\ See Securities Exchange Act Release No. 100224 (May 23, 
2024), 89 FR 46937 (May 30, 2024) (Self-Regulatory Organizations; 
NYSE Arca, Inc.; The Nasdaq Stock Market LLC; Cboe BZX Exchange, 
Inc.; Order Granting Accelerated Approval of Proposed Rule Changes, 
as Modified by Amendments Thereto, To List and Trade Shares of 
Ether-Based Exchange-Traded Products) (``Spot ETH ETP Approval 
Order'').
    \5\ See Amendment No. 4 to Registration Statement on Form S-1, 
dated July 17, 2024 filed with the Commission by the Sponsor on 
behalf of the Trust. The descriptions of the Trust contained herein 
are based, in part, on information in the Registration Statement.
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    Coinbase Custody Trust Company, LLC (the ``Ether Custodian'') is 
the custodian for the Trust's ether holdings, and maintains a custody 
account for the Trust (``Custody Account''); Coinbase, Inc. (the 
``Prime Execution Agent''), an affiliate of the Ether Custodian, is the 
prime broker for the Trust and maintains a trading account for the 
Trust (``Trading Account''); and The Bank of New York Mellon is the 
custodian for the Trust's cash holdings (the ``Cash Custodian'') and 
the administrator of the Trust (the ``Trust Administrator'').
    The Exchange now proposes to amend representations regarding the 
Trust's creation and redemption process as set forth in the previous 
rule filing to list and trade Shares, specifically to add the 
Additional Ether Custodian (as defined below), to allow for in-kind 
transfers of the Trust's ether, and to amend the Trust's name.\6\ As it 
relates to the proposed in-kind transfer process, this will be an 
alternative to the Trust's current cash creation and redemption 
process. In order to effectuate the foregoing changes, the Exchange 
proposes a number of changes to Amendment No. 2 in the manner described 
below. Except for the changes described below, all other 
representations in Amendment No. 2 remain unchanged and will continue 
to constitute continued listing requirements. In addition, the Trust 
will continue to comply with the terms of Amendment No. 2 and the 
requirements in Rule 5711(d).
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    \6\ See Securities Exchange Act Release No. 100212 (May 22, 
2024), 89 FR 46556 (May 29, 2024) (SR-NASDAQ-2023-045) (Notice of 
Filing of Amendment No. 2 to a Proposed Rule Change To List and 
Trade Shares of the iShares Ethereum Trust Under Nasdaq Rule 
5711(d)) (``Amendment No. 2'').
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Proposal 1: Additional Ether Custodian
    Amendment No. 2 represented that the Ether Custodian is the 
custodian for the Trust's ether holdings. The Exchange now proposes to 
add Anchorage Digital Bank N.A. (the ``Additional Ether Custodian'') as 
an available alternative custodian for the Trust's ether holdings. The 
Additional Ether Custodian is a national trust bank chartered by the 
Office of the Comptroller of the Currency. The Additional Ether 
Custodian is an alternative eligible custodian for the Trust's ether 
pursuant to a custody agreement. The custody agreement will require the 
Additional Ether Custodian, if operationalized, to maintain the Trust's 
ether in one or more segregated custody accounts, controlled and 
secured by Anchorage. The Additional Ether Custodian will be bound by 
all representations made in Amendment No. 2 applicable to the Ether 
Custodian, as amended herein. As described in Proposal 2 below, the 
Exchange also proposes to amend the Amendment No. 2 section entitled 
``Custody of the Trust's Ether and Creation and Redemption'' to reflect 
the Additional Ether Custodian.
Proposal 2: Custody of the Trust's Ether and Creation and Redemption
    The Exchange proposes to amend the Amendment No. 2 section entitled 
``Custody of the Trust's Ether and Creation and Redemption'' to add 
further detail on the Additional Ether Custodian. The Exchange also 
proposes in this section to add more detail on how the Trust will 
handle transfers of ether in connection with the proposed in-kind 
creation and redemption process, and make certain conforming changes to 
the description of the cash creation and redemption process. As 
proposed, the language in the ``Custody of the Trust's Ether and 
Creation and Redemption'' section from Amendment No. 2 will be deleted 
and replaced with the following language.

    An investment in the Shares is backed by ether held by the Ether 
Custodian on behalf of the Trust. All of the Trust's ether will be 
held in the Custody Account, other than the Trust's ether which is 
temporarily maintained in the Trading Account under limited 
circumstances, i.e., in connection with creation and redemption 
Basket \7\ activity or sales of ether deducted from the Trust's 
holdings in payment of Trust expenses or the Sponsor's fee (or, in 
extraordinary circumstances, upon liquidation of the Trust). The 
Custody Account includes all of the Trust's ether held at the Ether 
Custodian but does not include the Trust's ether temporarily 
maintained at the Prime Execution Agent in the Trading Account from 
time to time. The Ether Custodian will keep all of the private keys 
associated with the Trust's ether held in the Custody Account in 
``cold storage''.\8\ The hardware, software, systems, and procedures 
of the Ether Custodian may not be available or cost-effective for 
many investors to access directly.
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    \7\ The Trust issues and redeems Shares only in blocks of 40,000 
or integral multiples thereof. A block of 40,000 Shares is called a 
``Basket.'' These transactions take place in exchange for ether.
    \8\ The term ``cold storage'' refers to a safeguarding method by 
which the private keys corresponding to the Trust's ether are 
generated and stored in an offline manner, subject to layers of 
procedures designed to enhance security. Private keys are generated 
by the Ether Custodian in offline computers that are not connected 
to the internet so that they are more resistant to being hacked.
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    The Trust is not required to hold any particular amount of 
assets at either the Ether Custodian or the Additional Ether 
Custodian, and the Sponsor shall, in its sole discretion, determine 
the amounts held at either custodian from time to time as permitted 
by the Trust Agreement. As of the date of this proposal, the Trust's 
ether is held with the Ether Custodian, and the Sponsor has no plans 
to move any of the Trust's ether to the Additional Ether Custodian, 
though such plans are subject to ongoing review.
    The Trust's ether holdings and cash holdings from time to time 
may temporarily be maintained in the Trading Account held with the 
Prime Execution Agent, an affiliate of the Ether Custodian. Coinbase 
Inc. serves as the Trust's Prime Execution Agent pursuant to the 
Trust's agreement with the Prime Execution Agent (``Prime Execution 
Agent Agreement''). In this capacity, the Prime Execution Agent 
facilitates (1) the buying and selling of ether by the Trust in 
response to cash creations and redemptions between the Trust and 
registered broker-dealers that are Depositary Trust Company 
(``DTC'') participants that enter into an authorized participant 
agreement with the Sponsor and the Trustee (``Authorized

[[Page 22527]]

Participants''), (2) the transfer of ether between the Trust and an 
Authorized Participant, its designated agent or client as part of 
in-kind creations and redemptions, and (3) the sale of ether to pay 
the Sponsor's fee, any other Trust expenses not assumed by the 
Sponsor, to the extent applicable, and in extraordinary 
circumstances, in connection with the liquidation of the Trust's 
ether.
    The Authorized Participants will deliver cash or ether to create 
shares and will receive cash or ether when redeeming shares.
    For a cash creation or redemption of a Basket of Shares, the 
Authorized Participant will be required to submit the cash creation 
or redemption order by an early order cutoff time (the ``Cash Order 
Cutoff Time''). The Cash Order Cutoff Time will initially be 6:00 
p.m. ET on the business day prior to trade date.
    For an in-kind creation or redemption of a Basket of Shares, the 
Authorized Participant will be required to submit the in-kind 
creation or redemption order by an order cutoff (``In-Kind Order 
Cutoff Time''). The In-Kind Order Cutoff Time will initially be 3:59 
p.m. ET on the trade date.

Cash Creations

    In connection with cash creations and cash redemptions, the 
Authorized Participants will submit orders to create or redeem 
Baskets of Shares exclusively in exchange for cash. The Trust will 
engage in ether transactions to convert cash into ether (in 
association with creation orders) and ether into cash (in 
association with redemption orders). The Trust will conduct its 
ether purchase and sale transactions by, in its sole discretion, 
choosing to trade directly with designated third parties (each, an 
``Ether Trading Counterparty''), pursuant to written agreements 
between each such Ether Trading Counterparty and the Trust, or 
choosing to trade through the Prime Execution Agent acting in an 
agency capacity with third parties through its Coinbase Prime 
service \9\ pursuant to the Prime Execution Agent Agreement. Ether 
Trading Counterparties settle trades with the Trust using their own 
accounts at the Prime Execution Agent when trading with the Trust.
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    \9\ The Coinbase Prime service is an execution service pursuant 
to which Coinbase will execute ether orders for the Trust by 
accessing liquidity from sources such as ether trading platforms, 
which can include Coinbase's own platform, and other liquidity 
providers. Trades can be executed according to an algorithm or on 
the basis of firm quotes sought by requests-for-quote (``RFQ'') for 
a two-way price sent to liquidity providers. Algorithmic trades can 
be self-directed or executed by Coinbase's high touch execution 
desk, Coinbase Execution Services.
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    Following the Cash Order Cutoff Time for a creation order, the 
Trust will choose, in its sole discretion, to enter into a 
transaction with an Ether Trading Counterparty or the Prime 
Execution Agent to buy ether in exchange for the cash proceeds from 
such cash creation order. On settlement date for a cash creation, 
the Trust delivers Shares to the Authorized Participant in exchange 
for cash received from the Authorized Participant. Also, on or 
around the settlement date, the Ether Trading Counterparty or Prime 
Execution Agent, as applicable, deposits the required ether pursuant 
to its trade with the Trust into the Trust's Trading Account in 
exchange for cash. In the event the Trust has not been able to 
successfully execute and complete settlement of an ether transaction 
by the settlement date of the cash creation order, the Authorized 
Participant will be given the option to (1) cancel the cash creation 
order, or (2) accept that the Trust will continue to attempt to 
complete the execution, which will delay the settlement date of the 
cash creation order. With respect to a cash creation order, as 
between the Trust and the Authorized Participant, the Authorized 
Participant is responsible for the dollar cost of the difference 
between the ether price utilized in calculating NAV per Share on 
trade date and the price at which the Trust acquires the ether to 
the extent the price realized in buying the ether is higher than the 
ether price utilized in the NAV. To the extent the price realized in 
buying the ether is lower than the price utilized in the NAV, the 
Authorized Participant shall get to keep the dollar impact of any 
such difference.
    Because the Trust's Trading Account may not be funded with cash 
on trade date for the purchase of ether associated with a cash 
creation order, the Trust may borrow trade credits (``Trade 
Credits'') in the form of cash from Coinbase Credit, Inc. (the 
``Trade Credit Lender''), an affiliate of the Prime Execution Agent, 
under the trade financing agreement (``Trade Financing Agreement'') 
or may require the Authorized Participant to deliver the required 
cash for the cash creation order on trade date. The extension of 
Trade Credits on trade date allows the Trust to purchase ether 
through the Prime Execution Agent on trade date, with such ether 
being deposited in the Trust's Trading Account. On settlement date 
for a cash creation order, the Trust delivers Shares to the 
Authorized Participant in exchange for cash received from the 
Authorized Participant. To the extent Trade Credits were utilized, 
the Trust uses the cash to repay the Trade Credits borrowed from the 
Trade Credit Lender. On settlement date for a cash creation order, 
the ether purchased is swept from the Trust's Trading Account to the 
Trust's Custody Account pursuant to a regular end-of-day sweep 
process.

In-Kind Creations

    In connection with in-kind creations, the Authorized 
Participants will submit orders by the In-Kind Order Cutoff Time to 
create Baskets of Shares in exchange for ether.
    On settlement date for an in-kind creation, the Trust delivers 
Shares to the Authorized Participant in exchange for ether received 
from the Authorized Participant, or its designated agent or client. 
The Authorized Participant or its designated agent or client will 
deposit such ether to the Trust's Trading Account at the Prime 
Execution Agent. In the event the Authorized Participant, its 
designated agent or client, has not deposited the ether to the 
Trust's Trading Account at the Prime Execution Agent by the 
applicable time on the settlement date of the in-kind creation 
order, the Authorized Participant will be given the option to (1) 
cancel the in-kind creation order, (2) delay settlement of the order 
to enable delivery of ether at a later date, or (3) accept that the 
Trust will execute a ether transaction required for the creation and 
the Authorized Participant will deliver the U.S. dollars required 
for this purchase. In the case of (3) only, the Authorized 
Participant is responsible for the dollar cost of the difference 
between the ether price utilized in calculating NAV per Share on 
trade date and the price at which the Trust acquires the ether to 
the extent the price realized in buying the ether is higher than the 
ether price utilized in the NAV. To the extent the price realized in 
buying the ether is lower than the price utilized in the NAV, the 
Authorized Participant shall get to keep the dollar impact of any 
such difference.

Cash Redemption

    Following the Cash Order Cutoff Time for a cash redemption 
order, the Trust may choose, in its sole discretion, to enter into a 
transaction with an Ether Trading Counterparty or the Prime 
Execution Agent, to sell ether in exchange for cash. After the Cash 
Order Cutoff Time, the Trust instructs the Ether Custodian to 
prepare to move the associated ether from the Trust's Custody 
Account to the Trust's Trading Account. On settlement date for a 
cash redemption order, the Authorized Participant delivers the 
necessary Shares to the Trust, and on or around settlement date, an 
Ether Trading Counterparty or Prime Execution Agent, as applicable, 
delivers the cash associated with the Trust's sale of ether to the 
Trust in exchange for the Trust's ether, and the Trust delivers cash 
to the Authorized Participant. In the event the Trust has not been 
able to successfully execute and complete settlement of an ether 
transaction by the settlement date, the Authorized Participant will 
be given the option to (1) cancel the cash redemption order, or (2) 
accept that the Trust will continue to attempt to complete the 
execution, which will delay the settlement date. With respect to a 
cash redemption order, between the Trust and the Authorized 
Participant, the Authorized Participant will be responsible for the 
dollar cost of the difference between the ether price utilized in 
calculating the NAV per Share on trade date and the price realized 
in selling the ether to raise the cash needed for the cash 
redemption order to the extent the price realized in selling the 
ether is lower than the ether price utilized in the NAV. To the 
extent the price realized in selling the ether is higher than the 
price utilized in the NAV, the Authorized Participant will get to 
keep the dollar impact of any such difference.
    The Trust may use financing in connection with a cash redemption 
order when ether remains in the Trust's Custody Account at the point 
of intended execution of a sale of ether. In those circumstances, 
the Trust may borrow Trade Credits in the form of ether from the 
Trade Credit Lender, which allows the Trust to sell ether through 
the Prime Execution Agent on trade date, and the cash proceeds are 
deposited in the Trust's Trading Account. On settlement date for a 
cash redemption order, the Trust delivers cash to the Authorized 
Participant in exchange for Shares received from the Authorized 
Participant. In the event financing was used, the Trust will use the 
ether moved from the Trust's Custody Account to the Trading

[[Page 22528]]

Account to repay the Trade Credits borrowed from the Trade Credit 
Lender.

In-Kind Redemptions

    In connection with in-kind redemptions, the Authorized 
Participants will submit orders by the In-Kind Order Cutoff Time to 
redeem Baskets of Shares in exchange for ether.
    On settlement date for an in-kind redemption, the Trust delivers 
ether to the account of the Authorized Participant or its designated 
agent or client at the Prime Execution Agent in exchange for Shares 
received from the Authorized Participant.
Proposal 3: Creation and Redemption of Shares
    The Exchange also proposes to modify the Amendment No. 2 section 
``Creation and Redemption of Shares'' to integrate the proposed in-kind 
creation and redemption process. Specifically, Amendment No. 2 
currently states that Baskets are only issued or redeemed in exchange 
for an amount of cash determined by the Trustee on each day that Nasdaq 
is open for regular trading. No Shares are issued unless the Cash 
Custodian has allocated to the Trust's account the corresponding amount 
of cash. The amount of cash necessary for the creation of a Basket, or 
to be received upon redemption of a Basket, will decrease over the life 
of the Trust, due to the payment or accrual of fees and other expenses 
or liabilities payable by the Trust.
    The Exchange now proposes to delete the above language from 
Amendment No. 2, and replace it with the following: Baskets are only 
issued or redeemed in exchange for an amount of ether and/or cash 
determined by the Trustee on each day that Nasdaq is open for regular 
trading. No Shares are issued unless the Cash Custodian has allocated 
to the Trust's account the corresponding amount of cash or the Prime 
Execution Agent has allocated to the Trust's account the corresponding 
amount of ether.\10\ The amount of ether or cash necessary for the 
creation of a Basket, or to be received upon redemption of a Basket, 
will decrease over the life of the Trust, due to the payment or accrual 
of fees and other expenses or liabilities payable by the Trust.
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    \10\ The amount of cash or ether is based on the NAV of the 
Trust on the trade date.
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Proposal 4: Trust Name Change
    Lastly, the Exchange proposes to change the name of the Trust to 
the iShares Ethereum Trust ETF to be consistent with the Trust's 
Registration Statement.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\11\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\12\ 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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    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change to add the 
Additional Ether Custodian is consistent with the Act because it could 
mitigate and diversify potential third-party service provider risk in 
the event that the Ether Custodian was unable to provide custody 
services. Further, the Additional Ether Custodian will be bound by all 
representations made in Amendment No. 2 applicable to the Ether 
Custodian.
    The Exchange believes that permitting in-kind transfers with 
respect to the Trust's creation and redemption process promotes just 
and equitable principles of trade and helps remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system. As discussed above, the proposed changes would permit the Trust 
to utilize an in-kind creation and redemption process in addition to 
the cash creation and redemption process. This added ability would make 
the Trust (and the market more generally) operate more efficiently 
because Authorized Participants, their designated agents or clients, 
would be able to source ether rather than to provide cash to the Trust 
and/or receive ether from the Trust. This means that the Authorized 
Participant, its designated agent or client, would be responsible for 
buying and selling the ether rather than the Trust itself, which would 
potentially lessen the impact on the market of the Trust on both sides 
of the transaction by allowing the Authorized Participant to decide how 
and where to source the underlying ether for creations and deciding 
how, where, and whether to sell the underlying ether for redemptions. 
This could lead to improvements in the creation and redemption process 
for both Authorized Participants and the Trust, and could potentially 
increase efficiency, and ultimately benefit the end investors in the 
Trust.
    Lastly, the Exchange believes that the proposed Trust name change 
is consistent with the Act because it would align with the Trust's 
Registration Statement, and would promote clarity and transparency with 
respect to the Trust's name.
    Except for the changes described above, all other representations 
in Amendment No. 2 remain unchanged and will continue to constitute 
continued listing requirements. In addition, the Trust will continue to 
comply with the terms of Amendment No. 2 and the requirements in Rule 
5711(d).

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. As discussed above, the 
proposed amendments are intended to add the Additional Ether Custodian, 
reflect the Trust's name change, and allow for in-kind transfers. As it 
relates to in-kind transfers, the Exchange believes that the proposed 
changes would increase operational efficiencies for the Trust (and the 
market more generally). The Exchange believes the changes proposed 
herein will not impose any burden on competition.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission shall: (a) by order approve 
or disapprove such proposed rule change, or (b) institute proceedings 
to determine whether the proposed rule change should be 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:

[[Page 22529]]

Electronic Comments

    <bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#cebcbba2abe3ada1a3a3aba0babd8ebdabade0a9a1b8"><span class="__cf_email__" data-cfemail="0173746d642c626e6c6c646f7572417264622f666e77">[email&#160;protected]</span></a>. Please include 
file number SR-NASDAQ-2025-038 on the subject line.

Paper Comments

    <bullet> 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-NASDAQ-2025-038. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for website viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE, 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of the filing also 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-NASDAQ-2025-038 and should 
be submitted on or before June 18, 2025.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-09484 Filed 5-27-25; 8:45 am]
BILLING CODE 8011-01-P


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