Notice2025-12001
Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Order Approving a Proposed Rule Change To Adopt FINRA Rule 6152 (Disclosure of Order Execution Information for NMS Stocks)
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
June 30, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 90 Issue 123 (Monday, June 30, 2025)</title>
</head>
<body><pre>
[Federal Register Volume 90, Number 123 (Monday, June 30, 2025)]
[Notices]
[Pages 27882-27884]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-12001]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103325; File No. SR-FINRA-2025-002]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Order Approving a Proposed Rule Change To Adopt FINRA
Rule 6152 (Disclosure of Order Execution Information for NMS Stocks)
June 25, 2025.
I. Introduction
On April 2, 2025, the Financial Industry Regulatory Authority, Inc.
(``FINRA'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Exchange Act'') \1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to adopt FINRA Rule 6152
(Disclosure of Order Execution Information for NMS Stocks) to require
members to submit their order execution reports for NMS stocks to FINRA
for publication on the FINRA website. The proposed rule change was
published for comment in the Federal Register on April 11, 2025.\3\ On
May 20, 2025, the Commission extended until July 10, 2025, the time
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.\4\ This order approves the
proposed rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 102781 (April 7,
2025), 90 FR 15485 (April 11, 2025) (``Notice''). Comments received
on the proposed rule change are available at: <a href="https://www.sec.gov/comments/sr-finra-2025-002/srfinra2025002.htm">https://www.sec.gov/comments/sr-finra-2025-002/srfinra2025002.htm</a>.
\4\ See Securities Exchange Act Release No. 103094 (May 20,
2025), 90 FR 22389 (May 27, 2025).
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change
Rule 605 under Regulation National Market System (``Regulation
NMS'') \5\ requires specified entities to make available standardized
monthly reports of statistical information concerning
[[Page 27883]]
covered orders \6\ in NMS stocks \7\ that such entities received for
execution (``Rule 605 Reports''). On March 6, 2024, the Commission
adopted amendments to Rule 605 that, among other things, expanded the
scope of reporting entities subject to Rule 605 to include, in addition
to market centers,\8\ broker-dealers that introduce or carry 100,000 or
more customer accounts (referred to as ``larger broker-dealers''
\9\).\10\
---------------------------------------------------------------------------
\5\ 17 CFR 242.605.
\6\ ``Covered order'' means any market order or any limit order
(including immediate-or-cancel orders) received by a market center,
broker, or dealer during regular trading hours at a time when a
national best bid and national best offer (``NBBO'') is being
disseminated and after the primary listing market has disseminated
its first firm, uncrossed quotations in the security, and, if
executed, is executed during regular trading hours; or any non-
marketable limit order (including an order submitted with a stop
price) received by a market center, broker, or dealer outside of
regular trading hours, or at a time before the primary listing
market has disseminated its first firm, uncrossed quotations in the
security, or at a time when an NBBO is not being disseminated and,
if executed, is executed during regular trading hours. Covered order
shall exclude any order for which the customer requests special
handling for execution, including, but not limited to, orders to be
executed at a market opening price or a market closing price, orders
to be executed only at their full size, orders to be executed on a
particular type of tick or bid, orders submitted on a ``not held''
basis, orders for other than regular settlement, and orders to be
executed at prices unrelated to the market price of the security at
the time of execution. See 17 CFR 242.600(b)(27).
\7\ ``NMS stock'' is defined under Regulation NMS as any NMS
security other than an option. See 17 CFR 242.600(b)(65). An ``NMS
security'' is defined as any security or class of securities for
which transaction reports are collected, processed, and made
available pursuant to an effective transaction reporting plan, or an
effective national market system plan for reporting transactions in
listed options. See 17 CFR 242.600(b)(64).
\8\ Under Regulation NMS, a ``market center'' means any exchange
market maker, OTC market maker, alternative trading system, national
securities exchange, or national securities association. See 17 CFR
242.600(b)(55). FINRA stated that, other than national securities
exchanges, all market centers are FINRA members. See Notice at 15486
n.9.
\9\ FINRA stated that all larger broker-dealers subject to Rule
605 are FINRA members. See Notice at 15486 n.10.
\10\ See Securities Exchange Act Release No. 99679 (March 6,
2024), 89 FR 26428, 26429 (April 15, 2024) (Disclosure of Order
Execution Information; Final Rule) (``Rule 605 Amendments
Release''). The amendments to Rule 605 became effective on June 14,
2024, and the compliance date is December 14, 2025.
---------------------------------------------------------------------------
The procedures for market centers \11\ to make their Rule 605
Reports available to the public are set forth in the National Market
System Plan Establishing Procedures Under Rule 605 of Regulation NMS
(``Rule 605 NMS Plan'').\12\ The Rule 605 NMS Plan provides that Rule
605 Reports shall be made available to the public in a uniform, readily
accessible, and usable electronic format,\13\ within one month after
the end of the month addressed in the report.\14\ The Rule 605 NMS Plan
further requires each market center to make arrangements with a single
self-regulatory organization (``SRO'') to act as its ``Designated
Participant,'' and to provide its Designated Participant with a
hyperlink to the website where the Rule 605 Reports can be
downloaded.\15\ Each SRO participant in the Rule 605 NMS Plan, in turn,
maintains a website that includes a list of links where the Rule 605
Reports can be obtained for all market centers for which the SRO
participant functions as a Designated Participant.\16\ FINRA acts as
the Designated Participant under the Rule 605 NMS Plan for all non-
exchange market centers and includes on the FINRA website links to such
market centers' Rule 605 Reports.\17\
---------------------------------------------------------------------------
\11\ Recent amendments to Rule 605 will require updates to the
Rule 605 NMS Plan to, among other things, incorporate references to
larger broker-dealers, in addition to market centers. See id.
\12\ See Securities Exchange Act Release No. 44177 (April 12,
2001), 66 FR 19814 (April 17, 2001) (Joint Industry Plan; Order
Approving Plan Establishing Procedures Under Rule 11Ac1-5 by the
American Stock Exchange, Boston Stock Exchange, Chicago Stock
Exchange, Cincinnati Stock Exchange, National Association of
Securities Dealers, New York Stock Exchange, Pacific Exchange, and
Philadelphia Stock Exchange) (``Rule 605 NMS Plan Release''). Among
other things, the Rule 605 NMS Plan specifies the electronic file
formats and other technical information for publication of Rule 605
Reports. The national securities exchanges that trade NMS stocks and
FINRA are participants in the Rule 605 NMS Plan.
\13\ See 17 CFR 242.605(a)(3).
\14\ See 17 CFR 242.605(a)(6). Rule 605 Reports must be posted
on an internet website that is free and readily accessible to the
public for a period of three years from the initial date of posting.
See 17 CFR 242.605(a)(5).
\15\ See Rule 605 NMS Plan Release at 19814, 19815 (defining
``Designated Participant'') and 19816 (requiring each market center
to arrange with a single SRO participant to act as the market
center's Designated Participant).
\16\ See Rule 605 NMS Plan Release at 19814, 19815.
\17\ FINRA's market centers website can be accessed here:
<a href="https://www.finra.org/filing-reporting/regulation-nms/market-centers">https://www.finra.org/filing-reporting/regulation-nms/market-centers</a>.
---------------------------------------------------------------------------
FINRA states, however, that users seeking to analyze and compare
Rule 605 Reports must still navigate to the separate websites that
house each individual market center's Rule 605 Reports.\18\ Therefore,
to make Rule 605 Reports more accessible for regulators, investors, and
others seeking to analyze and compare the data, FINRA proposes to
require that members provide their Rule 605 Reports to FINRA for
central publication on the FINRA website. Specifically, new FINRA Rule
6152, entitled ``Disclosure of Order Execution Information for NMS
Stocks,'' would require each member that is required to publish reports
pursuant to Rule 605 to provide such reports to FINRA, in the manner
prescribed by FINRA, within the same time and in the same format that
such reports are required to be made publicly available pursuant to
Rule 605 (i.e., within one month after the end of the month addressed
in the report).\19\ FINRA would publish the Rule 605 Reports it
receives in a centralized location on the FINRA website, free of charge
and with no restrictions on use of the data.\20\ If approved, FINRA
plans to announce the effective date of the proposed rule change in a
Regulatory Notice.\21\
---------------------------------------------------------------------------
\18\ See Notice at 15486.
\19\ FINRA would specify details regarding the manner of
submission of the reports to FINRA in a Regulatory Notice or similar
publication. Members would be permitted to use a third-party vendor
to assist with transmission to FINRA. However, the member would
remain responsible for submission of the reports in all respects,
including the timeliness of the submissions to FINRA. Accordingly, a
member would be required to submit a restated or corrected report to
FINRA promptly in the event the member publishes a restated or
corrected report pursuant to Rule 605. See Notice at 15487 n.21.
\20\ See Notice at 15487. As it currently does for Regulation
NMS Rule 606 reports under FINRA Rule 6151, FINRA anticipates that
Rule 605 Reports submitted to FINRA pursuant to proposed FINRA Rule
6152 would be posted to the FINRA website as soon as practicable
following acceptance of the file submission, in most cases on the
same day as submission. See Notice at 15487 n.22. FINRA would
maintain each Rule 605 Report on its website for at least three
years from the initial date of posting. See id.
\21\ FINRA states that the effective date of the proposed rule
change will be no earlier than the compliance date established by
the Commission for the Rule 605 amendments (currently set for
December 14, 2025) and no later than 12 months following publication
of the Regulatory Notice announcing Commission approval of the
proposed rule change. See Notice at 15487 n.21.
---------------------------------------------------------------------------
FINRA states it undertook an economic impact assessment to analyze
the potential economic impacts of the proposed rule change, including
potential costs, benefits, and distributional and competitive effects,
relative to the current baseline.\22\ In addition, FINRA published the
substance of the proposal in Regulatory Notice 23-10 (May 2023) and
received three comments in response.\23\ FINRA provided these comments,
as well as a summary of these comments and its responses, in its filing
with the Commission.\24\
---------------------------------------------------------------------------
\22\ See Notice at 15487-88.
\23\ See id. Comments received by FINRA are available on FINRA's
website at: <a href="https://www.finra.org/rules-guidance/notices/23-10#comments">https://www.finra.org/rules-guidance/notices/23-10#comments</a>.
\24\ See Notice at 15488-89.
---------------------------------------------------------------------------
III. Discussion and Commission Findings
After reviewing the proposed rule change and comment letters
received, the Commission finds that the proposed rule change is
consistent with the requirements of the Exchange Act and
[[Page 27884]]
the rules and regulations thereunder applicable to a national
securities association.\25\ In particular, the Commission finds that
the proposed rule change is consistent with Section 15A(b)(6) of the
Exchange Act,\26\ which requires, among other things, that the
association's rules be designed to prevent fraudulent and manipulative
acts and practices, 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; and that the rules are not designed
to permit unfair discrimination between customers, issuers, brokers, or
dealers.
---------------------------------------------------------------------------
\25\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\26\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------
The Commission received two comment letters that were broadly
supportive of the proposed rule change.\27\ One commenter stated its
support for FINRA not implementing proposed Rule 6152 until the
Commission's amendments to Rule 605 have been implemented, in light of
``open interpretative questions relating to the Commission's amendments
to Rule 605.'' \28\ Another commenter observed that the Commission did
not mandate centralization of Rule 605 Reports as part of the Rule 605
Amendments Release, but that the Commission had initially proposed two
alternative mechanisms for centralization and, at the time, the
commenter stated ``that centralization `should be done with a public
database maintained by the Financial Industry Regulatory Authority
(FINRA).' '' \29\ This commenter stated that FINRA's proposal will
bring ``greater utility to the reports and transparency to the
investing public.'' \30\
---------------------------------------------------------------------------
\27\ See letters from Financial Information Forum, dated May 1,
2025 (``FIF Letter''); and from Healthy Markets Association, dated
May 2, 2025 (``Healthy Markets Letter'').
\28\ FIF Letter at 2.
\29\ Healthy Markets Letter at 3 (citing letter from Healthy
Markets Association, dated March 31, 2023).
\30\ Id. at 4.
---------------------------------------------------------------------------
Overall, the creation of a centralized electronic repository will
promote greater transparency by better enabling market participants to
access and evaluate the reports of multiple reporting entities because
the reports would be available at a single location. Although FINRA's
proposal will not require centralization of Rule 605 Reports from all
reporting entities,\31\ the proposed requirement that FINRA members
send their Rule 605 Reports to FINRA for centralized publication on the
FINRA website will make such information more readily accessible for
investors, academics, and others seeking to analyze and compare the
data. The proposed rule change will also facilitate the ability of
FINRA and the Commission to review the data for regulatory purposes.
While FINRA acknowledges that FINRA members will incur some costs in
having to send Rule 605 Reports to FINRA,\32\ centralized access
through FINRA's website will make it more efficient for users to access
and collect the Rule 605 Reports and make it easier to analyze and
compare execution quality statistics across market centers and larger
broker-dealers.
---------------------------------------------------------------------------
\31\ The proposal would not require non-FINRA member reporting
entities, such as national securities exchanges, to provide their
Rule 605 Reports to FINRA.
\32\ See Notice at 15488.
---------------------------------------------------------------------------
For the foregoing reasons, the Commission finds that the proposed
rule change is consistent with Section 15A(b)(6) of the Exchange Act
\33\ and the rules and regulations thereunder applicable to a national
securities association.
---------------------------------------------------------------------------
\33\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------
IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act,\34\ that the proposed rule change (SR-FINRA-2025-002),
be, and hereby is, approved.
---------------------------------------------------------------------------
\34\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\35\
---------------------------------------------------------------------------
\35\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-12001 Filed 6-27-25; 8:45 am]
BILLING CODE 8011-01-P
</pre></body>
</html>Indexed from Federal Register on June 30, 2025.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.