Notice2025-10195
Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Exchange Rule 2617, Order Execution and Routing, To Remove an Unnecessary Parenthetical Naming the Primary Listing Equities Markets
Primary source
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Published
June 5, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 107 (Thursday, June 5, 2025)</title>
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[Federal Register Volume 90, Number 107 (Thursday, June 5, 2025)]
[Notices]
[Pages 23972-23974]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-10195]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103158; File No. SR-PEARL-2025-23]
Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing
and Immediate Effectiveness of a Proposed Rule Change To Amend Exchange
Rule 2617, Order Execution and Routing, To Remove an Unnecessary
Parenthetical Naming the Primary Listing Equities Markets
May 30, 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 21, 2025, MIAX PEARL, LLC (``MIAX Pearl'' or ``Exchange'') \3\,
filed with the Securities and Exchange Commission (``Commission'') a
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.
\3\ All references to ``MIAX Pearl'' in this filing are to MIAX
Pearl Equities, the equities trading facility of MIAX PEARL, LLC.
See Exchange Rule 1901.
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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 the description of the Route to
Primary Auction (``PAC'') routing option under Exchange Rule
2617(b)(5)(ii) to remove an unnecessary parenthetical naming the
primary listing equities markets. This proposed rule change applies to
MIAX Pearl Equities, an equities trading facility of the Exchange.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://www.miaxglobal.com/markets/us-equities/pearl-equities/rule-filings">https://www.miaxglobal.com/markets/us-equities/pearl-equities/rule-filings</a>, at MIAX Pearl's principal office, 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, MIAX Pearl 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. MIAX Pearl 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 amend the description of the PAC routing
option under Exchange Rule 2617(b)(5)(ii) to remove an unnecessary
parenthetical naming the primary listing equities markets. Exchange
Rule 2617(b)(5)(ii) describes PAC as a routing option for Market Orders
\4\ and displayed Limit
[[Page 23973]]
Orders \5\ designated as RHO \6\ that the entering firm wishes to
designate for participation in the opening, re-opening (following a
regulatory halt, suspension, or pause), or closing process of a primary
listing market if received before the opening, re-opening, or closing
process of such market. In addition to stating that orders are routed
to the primary listing market as described above, Exchange Rule
2617(b)(5)(ii) further includes a parenthetical that listed the names
of these primary listing markets that were active at the time the PAC
routing option was adopted.\7\
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\4\ The term ``Market Order'' means an order to buy (sell) a
stated amount of a security that is to be executed at the PBO (PBB)
or better. A Market Order shall not trade through a Protected
Quotation. See Exchange Rule 2614(a)(2).
\5\ The term ``Limit Order'' means an order to buy or sell a
stated amount of a security at a specified price or better. A
``marketable'' Limit Order to buy (sell) will trade with all orders
to sell (buy) priced at or below (above) the PBO (PBB) for the
security. Once no longer marketable, the Limit Order will be ranked
on the MIAX Pearl Equities Book pursuant to Exchange Rule 2616. An
incoming Limit Order may be designated as ISO. See Exchange Rule
2614(a)(1).
\6\ The terms ``Regular Hours Only'' (``RHO'') means an order
that is designated for execution only during Regular Trading Hours,
which includes the Opening Process for equity securities. An order
with a time-in-force of RHO entered into the System before the
opening of business on the Exchange as determined pursuant to
Exchange Rule 2600 will be accepted but not eligible for execution
until the start of Regular Trading Hours. See Exchange Rule
2614(b)(2).
\7\ See Securities Exchange Act Release No. 94301 (February 23,
2022), 87 FR 11739 (March 2, 2022) (SR-PEARL-2022-06) (Self-
Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change To Amend Rule
2617(b) To Adopt Two New Routing Options, and To Make Related
Changes and Clarifications to Rules 2614(a)(2)(B) and 2617(b)(2)).
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The Exchange notes that, apart from the current primary listing
markets named in Exchange Rule 2617(b)(5)(ii), three other entities
have formally filed Form 1 applications with the Commission seeking
registration as national securities exchanges under Section 6 of the
Act. Green Impact Exchange, LLC has been approved to become a primary
listing market.\8\ Texas Stock Exchange LLC has proposed rules to also
become primary listing exchanges \9\ and Dream Exchange Holdings, Inc.
also announced its intention to become a primary listing market.\10\
One other existing national securities exchange, NYSE Texas, Inc. has
been approved to also become a primary listing market.\11\
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\8\ See Securities Exchange Act Release No. 102853 (April 11,
2025), 90 FR 16207 (April 17, 2025) (File No. 10-244) (Order
Approving Green Impact Exchange, LLC, as Amended, for Registration
as a National Securities Exchange).
\9\ See Securities Exchange Act Release No. 102773 (April 4,
2025), 90 FR 15375 (April 10, 2025) (File No. 10-249) (Texas Stock
Exchange LLC; Notice of Filing of Application, as Amended, for
Registration as a National Securities Exchange Under Section 6 of
the Securities Exchange Act of 1934).
\10\ See Dream Exchange's Form 1 Application Has Been Posted on
the Securities and Exchange Commission website, available at <a href="https://www.prnewswire.com/news-releases/dream-exchanges-form-1-application-has-been-posted-on-the-securities-and-exchange-commission-website-302386823.html">https://www.prnewswire.com/news-releases/dream-exchanges-form-1-application-has-been-posted-on-the-securities-and-exchange-commission-website-302386823.html</a> (last visited May 6, 2025)
(``Dream Exchange is also planning for its future, championing the
creation of a new type of stock exchange called a venture exchange,
which will list and trade the securities of early-staged small and
mid-sized companies, allowing them to access the public markets for
the first time.'')
\11\ See Securities Exchange Act Release No. 102957 (April 29,
2025), 90 FR 19054 (May 5, 2025) (SR-NYSRCHX-2025-04) (Order
approving NYSE Chicago, Inc. (now known as NYSE Texas, Inc.) to
amend Rules 5, 7.18, and 8 to permit the listing and trading of
certain Exchange Traded Products among other things).
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Exchange Rule 2617(b)(5)(ii) currently states that orders are
routed to the primary listing market as described above and the
Exchange would include each of the above entities as part of the PAC
routing option should they become primary listing markets. Due to the
potential proliferation of new primary listing markets, the Exchange
believes it is no longer necessary to list each primary listing market
in the rule or to file a ministerial proposed rule change with the
Commission to amend the parenthetical each time a new primary listing
exchange is approved.\12\ Therefore, the Exchange proposes to amend
Exchange Rule 2617(b)(5)(ii) to remove the parenthetical reference to
specific primary listing exchanges--namely, Cboe BZX, NYSE, Nasdaq,
NYSE American, and NYSE Arca--from the rule text. The proposed rule
change is to simplify the rule to simply reference ``primary listing
markets'', rather than to also unnecessarily name each of those primary
listing markets, and as many as four new primary listing markets
(totally as many as nine) in the future as more primary listing markets
become active. As stated above, Exchange Rule 2617(b)(5)(ii) currently
states that orders are routed to the primary listing market and
eliminating a separate reference to a fixed list of primary listing
market will help ensure that the rule text remains accurate over time
and provides greater clarity to Equity Members \13\ and the public
regarding its application.
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\12\ As is the case today, the Exchange notes that its technical
specification clearly list the primary listing markets included in
the PAC routing option and would add any new primary listing markets
to it technical specifications when they become active. The Exchange
would also issue an alert publicly announcing the addition of any
potential new primary listing markets to the PAC routing option.
\13\ The term ``Equity Member'' is a Member authorized by the
Exchange to transact business on MIAX Pearl Equities. See Exchange
Rule 1901.
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2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Act,\14\ in general, and furthers the objectives of Section 6(b)(1) of
the Act \15\ in particular, in that they are designed to enforce
compliance by the Exchange's Members and persons associated with its
Equity Members, with the provisions of the rules of the Exchange. The
Exchange also believes that the proposed rule change also furthers the
objectives of Section 6(b)(5) \16\ of the Act. In particular, they are
designed to prevent fraudulent and manipulative acts and practices,
promote just and equitable principles of trade, foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities, remove impediments to and perfect the mechanisms of a
free and open market and a national market system and, in general,
protect investors and the public interest.
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\14\ 15 U.S.C. 78f(b).
\15\ 15 U.S.C. 78f(b)(1).
\16\ 15 U.S.C. 78f(b)(5).
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In particular, the Exchange believes that the proposed change is
designed to enforce compliance by the Exchange's Equity Members with
the provision of the rules of the Exchange because the proposed change
will provide greater clarity to Equity Members and the public regarding
the Exchange's Rulebook by removing an unnecessary parenthetical naming
the primary listing equities markets. Exchange Rule 2617(b)(5)(ii)
currently states that orders are routed to the primary listing market
and eliminating a separate reference to a fixed list of primary listing
market will help ensure that the rule text remains accurate over time
and provides greater clarity to Equity Members and the public regarding
its application.
Additionally, the Exchange believes the proposed change is designed
to 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 because the proposed rule change will provide
greater clarity to Equity Members and the public regarding the
Exchange's Rulebook by removing an unnecessary parenthetical naming the
primary listing equities markets. The proposed rule change is to
simplify the rule to simply reference ``primary listing markets'',
rather than to also unnecessarily name each of those primary listing
markets, and as many as four new primary listing markets (totally as
many as nine) in the future as more primary listing markets become
active. It is in the public interest for the Exchange's Rulebook to be
accurate and
[[Page 23974]]
consistent so as to eliminate the potential for confusion.
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 that is not necessary or appropriate
in furtherance of the purposes of the Act.
Intramarket Competition
The Exchange believes the proposed rule change does not impose any
burden on intramarket competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
not intended to address competitive issues but rather is concerned
solely with simplifying the rule text to simply reference ``primary
listing markets'', rather than to also unnecessarily name each of those
primary listing markets. Due to the potential proliferation of new
primary listing markets, the Exchange believes it is no longer
necessary to list each primary listing market in the rule. This is to
ensure that the rule text remains accurate over time.
Intermarket Competition
The Exchange believes the proposed rule change does not impose any
burden on intermarket competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
not intended to address competitive issues but rather is concerned
solely with simplifying the rule text to simply reference ``primary
listing markets'', rather than to also unnecessarily name each of those
primary listing markets. This is to ensure that the rule text remains
accurate over time.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Pursuant to Section 19(b)(3)(A) of the Act \17\ and Rule 19b-
4(f)(6) \18\ thereunder, the Exchange has designated this proposal as
one that effects a change that: (i) does not significantly affect the
protection of investors or the public interest; (ii) does not impose
any significant burden on competition; and (iii) by its terms, does not
become operative for 30 days after the date of the filing, or such
shorter time as the Commission may designate if consistent with the
protection of investors and the public interest.
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\17\ 15 U.S.C. 78s(b)(3)(A).
\18\ 17 CFR 240.19b-4(f)(6).
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At any time within 60 days of the filing of this 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.
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
<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#3042455c551d535f5d5d555e4443704355531e575f46"><span class="__cf_email__" data-cfemail="e496918881c9878b8989818a9097a4978187ca838b92">[email protected]</span></a>. Please include
file number SR-PEARL-2025-23 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-PEARL-2025-23. 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-PEARL-2025-23 and should be
submitted on or before June 26, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12).
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Stephanie J. Fouse,
Assistant Secretary.
[FR Doc. 2025-10195 Filed 6-4-25; 8:45 am]
BILLING CODE 8011-01-P
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