Notice2025-15169
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Equity 7, Section 115 To Introduce a New Feature Within the Nasdaq WorkX Platform That Will Automate the Method for Users To Resubmit, and for the System To Process, Rejected Trade Reports and To Amend the Timeframe for Users To Submit Price Override Requests
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Published
August 11, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 152 (Monday, August 11, 2025)</title>
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[Federal Register Volume 90, Number 152 (Monday, August 11, 2025)]
[Notices]
[Pages 38673-38677]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-15169]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103649; File No. SR-NASDAQ-2025-060]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Equity 7, Section 115 To Introduce a New Feature Within the
Nasdaq WorkX Platform That Will Automate the Method for Users To
Resubmit, and for the System To Process, Rejected Trade Reports and To
Amend the Timeframe for Users To Submit Price Override Requests
August 6, 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 August 1, 2025, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the 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.
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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 Equity 7, Section 115 to introduce a
new feature within the Nasdaq WorkX platform that will automate the
method for users to resubmit, and for the system to process, rejected
trade reports and to amend the timeframe for users to submit price
override requests. The Exchange intends to implement the new product in
the third quarter of 2025 and will publish an Equity Trader Alert at
least 7 calendar days in advance of its scheduled launch to provide
market participants with sufficient notice.
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>
and at the principal office of the Exchange.
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
[[Page 38674]]
proposed rule change. The text of these statements may be examined at
the 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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange is proposing to amend Equity 7, Section 115 to
introduce a new feature within the Nasdaq WorkX platform that will
automate the method for users to resubmit, and for the system to
process, rejected trade reports (``price reject override process'') and
to amend the timeframe for users to submit price override requests
(``POR'').\3\ The Exchange will announce the implementation date of the
new feature and the new Rule set forth in the Proposal, in an Equity
Trader Alert at least 7 days prior to implementation.
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\3\ WorkX is a web-based application that facilitates trade
reporting and clearing functions for the FINRA/Nasdaq TRF. WorkX
provides FINRA/Nasdaq TRF participants with trade entry, action, and
supervisory features to support their FINRA/Nasdaq TRF regulatory
responsibilities.
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Background
Currently, firms submit trade reports to the FINRA/Nasdaq Trade
Reporting Facility Chicago (the ``FINRA/Nasdaq TRF Chicago'') and the
FINRA/Nasdaq Trade Reporting Facility Carteret (the ``FINRA/Nasdaq TRF
Carteret'') (collectively, the ``FINRA/Nasdaq TRF''). The FINRA/Nasdaq
TRF validates all trade reports to prevent erroneous prices from being
reported in the market (``price validation''). The system will approve
reports that fall within the price parameters and will reject reports
that fall outside of the price parameters.\4\ Before the FINRA/Nasdaq
TRF accepts a trade report, price validation occurs by comparing
submitted trade prices against price parameters. If the trade price
passes the initial price validation, then no further action is needed,
and the FINRA/Nasdaq TRF accepts the trade report. If the trade price
falls outside of the price parameters, the FINRA/Nasdaq TRF will reject
the trade report.
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\4\ While market participants are required to report all over-
the-counter trades in NMS stocks to FINRA, they may choose which
FINRA/Nasdaq TRF to use to satisfy their trade reporting
obligations.
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A firm may resubmit the trade report with a price override
indicator (``POI'') confirming that the executing trade price is
correct even though the price deviates from the current market price.
If the trade report is resubmitted with a POI, the price is checked for
validation using a wider price band. If the report passes the second
price validation, no further action is needed. If the resubmission with
the POI fails, the user may initiate the price reject override process.
The current price reject override process involves multiple steps,
including contacting FINRA Operations and Nasdaq MarketWatch via phone
or email to request price override approval for one or multiple
securities. While a firm may submit POR(s) from 8:00 a.m. to 8:00 p.m.
ET (``System Hours''), processing of the POR only occurs during non-
market hours.\5\
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\5\ The Exchange does not offer the price reject override
process during Market Hours (as defined in footnote 15, below) to
avoid erroneous prices from being reported when trading volumes are
high.
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To initiate the price reject override process, a firm must email or
call FINRA Operations and Nasdaq MarketWatch for a Price Override
Request (``POR'') and provide supporting trade details to temporarily
disable the price parameter validation for the symbol (or symbols, if
there are multiple rejected trades).\6\ Once a firm makes the request,
FINRA Operations reviews the request and notifies the firm and Nasdaq
MarketWatch of its approval or denial. A firm may follow up with Nasdaq
MarketWatch via email or phone to track POR status changes.
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\6\ This manual POR process specifically asks FINRA Operations
and Nasdaq MarketWatch to temporarily disable price validation
settings for a particular symbol to allow the system to accept and
process the trade at the rejected price. Trade details generally
include, but are not limited to, the symbol, MPID, price of the
trade and the time of the trade. A firm can submit a POR for an
individual symbol, or if multiple trade reports are rejected, the
firm may submit a POR for multiple symbols.
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If the POR is approved, Nasdaq MarketWatch updates the FINRA/Nasdaq
TRF system settings to temporarily disable the price validation
parameters for the symbol(s) to allow the system to accept the
resubmitted trade report. Nasdaq MarketWatch notifies the firm via
email or phone once the system setting for price validation is
disabled. Thereafter, the firm can resubmit the trade report without
price validation and the system will accept and process the resubmitted
trade report. As discussed in more detail below, there is no specific
timeframe within non-market hours for the firm to resubmit the trade
report. Once the report is submitted and is successfully processed, the
firm notifies Nasdaq MarketWatch via email or phone and Nasdaq
MarketWatch updates the system settings to re-enable the price
validation parameters for the symbol(s).
Proposed New Product--WorkX Price Reject Override Monitor
The Exchange proposes to improve the POR process for market
participants that submit trade reports by introducing WorkX PRO Monitor
Full Version (``Full Version'') and WorkX PRO Monitor Lite Version
(``Lite Version'' and collectively, ``WorkX PRO Monitor'') as an add-on
feature to the WorkX platform.\7\ WorkX PRO Monitor is designed to
automate and streamline the current manual POR process by enabling
firms to electronically submit a POR and track the approval status in
real-time. WorkX PRO Monitor will reduce the number of manual steps
involved in handling a POR by eliminating the need for firms to email
or call FINRA Operations or Nasdaq MarketWatch. The new product will
also eliminate the requirement for firms to submit supporting trade
details because such information will be available automatically to
FINRA Operations through the WorkX system.\8\ Both versions of the
product will have similar core features including the ability to submit
POR(s) and to track POR status changes in real-time, which allows users
to improve their monitoring of POR approvals.
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\7\ WorkX is used by most market participants as their primary
method of resubmitting rejected trade reports. During 2024, 79% of
FINRA/Nasdaq TRF reporter participants utilized WorkX and will
benefit from the proposed automation process. Of the 21% of reporter
participants that are not WorkX subscribers, 4% (3 firms) requested
price overrides in 2024. Non-WorkX subscribers can continue to call
or email Nasdaq MarketWatch to submit a POR on the firm's behalf.
MarketWatch will continue to submit PORs to FINRA Operations on
behalf of firms that are not WorkX subscribers and FINRA will
approve or deny the request.
\8\ Currently, FINRA does not have access to trade report reject
details. However, the Exchange developed a feature to allow FINRA
Operations to systematically approve or deny PORs and view price
reject trade details in real-time through WorkX.
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WorkX PRO Monitor Full Version and Lite Version will provide
similar core features including the ability to submit POR(s) through
the WorkX platform for one or multiple rejected trade reports \9\ and
to track POR status changes in real-time, which allows users to
efficiently manage price reject overrides without requiring manual
follow-ups. The Full Version provides users with advanced trade
reporting features that are not included in the Lite Version, which
offers more limited capabilities to WorkX users for free.\10\ The Full
Version
[[Page 38675]]
includes additional features, such as a table listing all rejected
trade reports, a resubmit button for users to more easily resubmit
rejected trade reports, real-time monitoring data that includes
detailed charts and graphs related to rejected reports, and
customizable notifications that allow users to receive alerts, via the
WorkX interface, and emails related to PORs and resubmissions.
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\9\ All market participants may resubmit an unlimited number of
PORs.
\10\ The Exchange intends to submit a subsequent fee filing to
establish the pricing fees for access to the PRO Monitor Full
Version. The PRO Monitor Lite version will be offered at no
additional cost to WorkX subscribers.
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Proposed POR Time Limits
Currently, firms may submit POR(s) during System Hours. However, to
prevent erroneous prices from being reported when trading volume is
high, FINRA Operations and Nasdaq MarketWatch will only process PORs
during Pre-Market Hours and Post-Market Hours.\11\ The Exchange is
proposing to limit POR submissions and price validation disablement to
only occur during the same time period as the approval process--from
8:00 a.m. to 9:15 a.m. ET and 4:00 p.m. to 8:00 p.m. ET for all market
participants.\12\ The Exchange is proposing to shorten the Pre-Market
Hours window by fifteen minutes for POR(s), approvals and resubmissions
to ensure that price validation is systematically enabled for all
securities at market open and to allow time for intervention in case
any setting is not systematically enabled for the market open.
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\11\ The term ``Pre-Market Hours'' means the period of time
beginning at 4:00 a.m. ET and ending immediately prior to the
commencement of Market Hours. The term ``Market Hours'' means the
period of time beginning at 9:30 a.m. ET and ending at 4:00 p.m. ET
(or such earlier time as may be designated by Nasdaq on a day when
the Exchange closes early). The term ``Post-Market Hours'' means the
period of time beginning immediately after the end of Market Hours
and ending at 8:00 p.m. ET. If a firm misses the cutoff window for
resubmitting a trade after receiving approval for its POR, the firm
can contact FINRA Operations and Nasdaq MarketWatch to coordinate
the resubmission during the next time window.
\12\ The proposed approval windows for non-market hours when the
Exchange closes early will be 8:00 a.m.-9:15 a.m. ET and 1:00 p.m.-
5:00 p.m. ET.
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Additionally, when FINRA Operations approves a POR, MarketWatch
manually disables the relevant price validation settings for the
requested symbol(s) and subsequently re-enables the settings after a
firm notifies Nasdaq MarketWatch that the process is complete. There is
no time limit currently on how long the price validation parameters may
remain disabled after POR approval. While the price validation
parameters are disabled, the market may be susceptible to erroneous
prices. Therefore, the Exchange is proposing to set a five-minute time
limit of system disablement for Lite Version users and non-WorkX users.
More specifically, the Exchange is proposing that once FINRA Operations
approves a POR, a Lite Version user or Nasdaq MarketWatch (on behalf of
users not subscribed to WorkX) may trigger the disablement of the
system which will temporarily disable the price validation system
settings so that the user may resubmit the previously rejected trade
report. The system will automatically re-enable the price validation
settings after five minutes of being disabled. The Exchange is limiting
the system disabling to five minutes is to prevent erroneous trade
reports from going through without being subject to price validation.
The Exchange is also proposing that once FINRA Operations approves
the POR for a Full Version user, the user can resubmit the trade report
and WorkX will then automatically disable the price validation system
settings temporarily, which will allow a trade report to be accepted by
the FINRA/Nasdaq TRF for a specific symbol(s) outside of the price
parameter. Once the report is accepted, the system will automatically
re-enable the price validation settings immediately, thereby
eliminating the need for a firm to notify Nasdaq MarketWatch via email
or phone that the trade report has been resubmitted. The price reject
override process for Full Version users will not take more than 5
minutes. Therefore, the Exchange is not proposing a time limit for Full
Version users.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\13\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\14\ 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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\13\ 15 U.S.C. 78f(b).
\14\ 15 U.S.C. 78f(b)(5).
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The Exchange's proposal to create an additional add-on feature to
its WorkX platform is reasonable and removes impediments in several
respects. First, the integration of WorkX PRO Monitor into the WorkX
platform will promote operational efficiency, reduce risks of trade
reporting errors, and enhance the overall integrity of the FINRA/Nasdaq
TRF process. Features such as real-time monitoring, resubmission action
button, and customizable alerts facilitate prompt resolution of
rejected trade reports, ensuring that only accurate trade reports are
disseminated to the consolidated tape thereby reducing opportunities
for price manipulation or misinformation that could mislead investors.
The automation of the historically manual price reject override process
removes trade reporting impediments, such as time delays due to manual
processing, and promotes investor protection by reducing the likelihood
of erroneous trade reports, which mitigates the risk of price
manipulation and investor misinformation.
Second, the integration of WorkX PRO Monitor provides market
participants with additional features to help improve coordination and
efficiency among FINRA Operations, and Nasdaq MarketWatch in handling
trade reporting rejections. As a result, this helps market participants
reduce the risk of non-compliance with FINRA and SEC requirements. By
improving the accuracy of submitted trade prices and the efficiency of
resubmitting price rejects, this proposal directly aligns with the
SEC's broader mission to maintain market integrity and protect
investors.
Third, the enhancements provided by WorkX PRO Monitor improves
regulatory compliance and operational control over price rejected trade
reports, ensuring that firms can correct errors before they affect the
market. This directly benefits investors by improving the accuracy of
market data used to make investment decisions. As a result, investors
will be further protected by ensuring that only accurate, verified
trade reports are disseminated.
Also, the Exchange believes that it is reasonable and not unfairly
discriminatory to limit the POR, resubmission, approval, and price
validation disablement process to only occur during the same time
window. The Exchange also believes that it is reasonable and not
unfairly discriminatory to shorten the Pre-Market Hours window by
fifteen minutes. These proposed changes will streamline the POR
process, ensure that price validation is systematically enabled for all
securities at market open, and will allow time for intervention in case
any system setting is not enabled for the market open. The time period
for the POR, resubmission, approval, and price validation disablement
process, as well as the shortening of the Pre-Market Hours window will
apply to all market participants.
The Exchange also believes that proposing a 5-minute timer is
reasonable because it helps ensure the timely re-enablement of the
price validation system settings, which
[[Page 38676]]
supports market integrity and protects investors. The price validation
process is a safeguard to prevent erroneous trade reports from entering
the market. Allowing the settings to remain disabled for an indefinite
period increases the risk that trades will be accepted at erroneous
prices. Imposing a reasonable timeframe for resubmission minimizes this
risk and promotes standardized restoration of price validation system
settings.
The Exchange believes the implementation of the timer is not
unfairly discriminatory because all Lite Version users and users not
subscribed to WorkX are subject to the same 5-minute timeframe when
resubmitting trades after a POR approval. While Full Version users will
not be subject to the same operational impact of the timer due to the
availability of the automated price validation system re-enabling
feature, PRO Monitor Lite Version users and users that are not
subscribed to WorkX may submit another POR after the timer lapses to
request additional time to resubmit trade reports. All users have POR
status transparency and may submit as many POR requests or price reject
resubmissions as needed. The timer limits the duration that price
validation settings is disabled in connection with a given POR approval
and does not restrict the allowable number of PORs.
Additionally, the main distinction between the timer's
functionality for Full Version users versus Lite Version users and
users not subscribed to WorkX is the level of automation, which is
consistent with other pricing tiered models across the industry.
Optional enhancements that are based on a subscription model are a
well-established practice that incentivizes innovation while
maintaining equal opportunity for market participants among all users.
Finally, WorkX PRO Monitor add-on is an optional tool that is
equally available to all participants of WorkX. Participants have the
option to either choose between the Full Version or Lite Version, which
is further consistent with other pricing tiered models across the
industry. This ensures that small firms and large firms alike can
access an appropriate level of functionality without unnecessary cost
burdens if they desire to do so; therefore, creating no access
violations for resubmitting price rejects.
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 it relates to intramarket competition, the Exchange does not
believe that its proposal will place any category of Exchange
participant at a competitive disadvantage. All users will continue to
have the ability to utilize the POR process and resubmit rejected
trades, and in many cases, the price reject override process will be
more efficient. While WorkX PRO Monitor users will receive access to
more features than non-WorkX users, this will not place any participant
at a competitive disadvantage. The Exchange notes that its members are
not required to subscribe to the products if they believe that the
subscription and/or its cost are not attractive. WorkX PRO Monitor is
optional, meaning market participants can choose whether to sign up for
the Full Version or use the Lite Version at no additional cost based on
their business needs. This optional feature does not impose mandatory
costs and ensures fair access by allowing all WorkX PRO Monitor users
to benefit from core functionalities at no additional costs.
As it relates to intermarket competition, the two versions of WorkX
PRO Monitor ensure that the Exchange can continue to provide the best
products that benefit member firms. The Exchange notes that it operates
in a highly competitive market in which market participants can readily
favor the FINRA/NYSE TRF if they are dissatisfied with the feature or
deem the FINRA/NYSE TRF and its related front-end products to be more
favorable.
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
Because the foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \15\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\16\
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\15\ 15 U.S.C. 78s(b)(3)(A)(iii).
\16\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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At any time within 60 days of the filing of the 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. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule should be approved or 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:
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#7d0f081118501e1210101813090e3d0e181e531a120b"><span class="__cf_email__" data-cfemail="cdbfb8a1a8e0aea2a0a0a8a3b9be8dbea8aee3aaa2bb">[email protected]</span></a>. Please include
file number SR-NASDAQ-2025-060 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-2025-060. 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 filing 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-2025-060 and should be submitted
on or before September 2, 2025.
[[Page 38677]]
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
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\17\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-15169 Filed 8-8-25; 8:45 am]
BILLING CODE 8011-01-P
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