Notice2025-16697
Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Exchange Rules To Conform With Recent Amendments to the Definition of Round Lot Under Rule 600 of Regulation NMS
Primary source
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Published
September 2, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 167 (Tuesday, September 2, 2025)</title>
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[Federal Register Volume 90, Number 167 (Tuesday, September 2, 2025)]
[Notices]
[Pages 42478-42480]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-16697]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103784; File No. SR-PEARL-2025-39]
Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing
and Immediate Effectiveness of a Proposed Rule Change To Amend Exchange
Rules To Conform With Recent Amendments to the Definition of Round Lot
Under Rule 600 of Regulation NMS
August 27, 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 21, 2025, MIAX PEARL, LLC (``MIAX Pearl'' or
``Exchange''),\3\ filed with the Securities and Exchange Commission
(``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. 78a.
\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 Exchange Rule 2610, Units of
Trading, to conform with a recent amendment to the definition of Round
Lot under Rule 600 of Regulation NMS recently approved by the
Commission.\4\ The Exchange also proposes to make conforming non-
substantive changes to Exchange Rules 2611, Odd and Mixed Lots, 2614,
Orders and Order Instructions, and 2616, Priority of Orders.
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\4\ See Securities Exchange Act Release No. 101070 (September
18, 2024), 89 FR 81620 (October 8, 2024) (S7-30-22).
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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.
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 Exchange Rule 2610, Units of
Trading, to conform with the definition of Round Lot under Rule 600 of
the Regulation NMS that is to be implemented in November 2025.\5\ The
Exchange also proposes to make conforming non-substantive changes to
Exchange Rules 2611, Odd and Mixed Lots, 2614, Orders and Order
Instructions, and 2616, Priority of Orders.
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\5\ See supra note 4.
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In 2020, the Commission adopted amendments to Regulation NMS to
modernize the NMS information provided within the national market
system for the benefit of market participants and to better achieve
Section 11A's goals of assuring ``the availability to brokers, dealers,
and investors of information with respect to quotations for and
transactions in securities that is prompt, accurate, reliable, and
fair'' (``MDI Rules'').\6\ These changes included an amendment to Rule
600 of Regulation NMS to include a definition of ``round lot'' that
assigns each NMS stock to a round lot size based on the stock's average
closing price. Prior to this change, a ``round lot'' was not defined in
the Act or Regulation NMS. The definition of a ``round lot'' was
included in the rules of each exchange, including Exchange Rule 2610,
which typically defined a ``round lot'' as 100 shares, but they also
allow the exchange, or the primary listing exchange for the stock,
discretion to define it otherwise.
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\6\ See Securities Exchange Act Release No. 90610 (December 9,
2020), 86 FR 18596 (April 9, 2021) (``MDI Adopting Release'').
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In light of delays in the implementation of the MDI Rules,
including the definition of round lot, on September 18, 2024, the
Commission, among other things, accelerated the implementation of the
round lot definition. The Commission also revised the round lot
definition as set forth below.\7\ Rule 600(b)(93) of Regulation NMS, as
adopted by the MDI Rules and as amended in 2024,\8\ defines a round lot
for NMS stocks \9\ that have an average closing price on the primary
listing exchange during the prior Evaluation Period \10\ of: (1)
$250.00 or less per share as 100 shares; (2) $250.01 to $1,000.00 per
share as 40 shares; (3) $1,000.01 to $10,000.00 per share as 10 shares;
and (4) $10,000.01 or more per share as 1 share. For any security that
becomes an NMS Stock during an operative period, as described in Rule
600(b)(93)(iv),\11\ a round lot is 100
[[Page 42479]]
shares. Adjustments to the round lot size for a security will occur on
a semiannual basis and the calculation of the average closing price on
the primary listing exchange will be based on a one month ``Evaluation
Period.''
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\7\ See supra note 4.
\8\ Id.
\9\ ``NMS stock'' is defined under Regulation NMS as any NMS
security other than an option. 17 CFR 242.600(b)(65).
\10\ Rule 600(b)(93)(iii) of Regulation NMS defines the
Evaluation Period as (A) all trading days in March for the round lot
assigned on the first business day in May and (B) all trading days
in September for the round lot assigned on the first business day of
November during which the average closing price of an NMS stock on
the primary listing exchange shall be measured by the primary
listing exchange to determine the round lot for each NMS stock.
\11\ Pursuant to Rule 600(b)(93)(iv) of Regulation NMS the round
lot assigned under this section shall be operative on: (A) The first
business day of May for the March Evaluation Period and continue
through the last business day of October of the calendar year; and
(B) The first business day of November for the September Evaluation
Period and continue through the last business day of April of the
next calendar year.
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The revised definition of round lot is to be implemented on
November 3, 2025, the first business day of November 2025. The Exchange
now proposes to amend Exchange Rule 2610, Units of Trading, to conform
with the definition of Round Lot under Rule 600 of the Regulation NMS.
Exchange Rule 2610 provides that ``[t]he unit of trading in stocks
is one (1) share.'' First, the Exchange proposes to amend this sentence
to replace the word ``stocks'' with the term ``NMS Stocks'' to align
with Rule 600 of Regulation NMS. Exchange Rule 2610 further provides
that ``100 shares constitutes a ``round lot,'' unless specified by the
primary listing market to be fewer than 100 shares.'' The Exchange
proposes replace this sentence with a sentence that explicitly refers
to the definition of round lots under Rule 600 of Regulation NMS. As a
result, the above sentence will be deleted and replaced with the
following, ``[a] `Round Lot' for each NMS Stock shall be the size
assigned by the primary listing market pursuant to Rule 600 of
Regulation NMS under the Exchange Act.'' Lastly, the Exchange proposes
to capitalize the term Round Lot throughout the remainder of Exchange
Rule 2610. The Exchange does not propose any additional changes to
Exchange Rule 2610. Again, these changes are being proposed solely to
conform the Exchange's definition of ``round lot'' under Exchange Rule
2610 to the new definition of Round Lot under Rule 600 of Regulation
NMS.
The Exchange also proposes to make conforming non-substantive
changes to Exchange Rules 2611, Odd and Mixed Lots, 2614, Orders and
Order Instructions, and 2616, Priority of Orders. The Exchange proposes
to capitalize the term Round Lot in each of these rules. In addition,
the Exchange proposes to divide paragraph (b) of Exchange Rule 2616
into two subparagraphs. The first sentence of paragraph (b) will be
designated as subparagraph (b)(1), and the second sentence will be
designated as subparagraph (b)(2). The original subparagraphs (b)(1)-
(4) of Exchange Rule 2616 will be renumbered as (b)(2)(i)-(iv). In
light of the hierarchical heading changes described above, the Exchange
proposes to amend the cross reference contained in proposed renumbered
Exchange Rule 2616(b)(2)(iv), that is to subparagraph (3), to now be to
subparagraph (iii). The Exchange also proposes to amend renumbered
Exchange Rule 2616(b)(2) to replace the term ``System Security'' with
``NMS Security'' because the term ``System Security'' is not otherwise
defined in the Exchanges Rules and use of the term ``NMS Security''
would conform to Rule 602 of Regulation NMS. The purpose of these
changes is to provide greater clarity to Equity Members \12\ and the
public regarding the Rulebook. The Exchange does not propose any
additional changes to these rules.
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\12\ 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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Implementation Date
The proposed rule changes will be implemented on November 3, 2025,
the same date as the revised definition of round lot under Regulation
NMS is to be implemented.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Act,\13\ in general, and furthers the objectives of Section 6(b)(1)
\14\ in particular, in that it enables the Exchange to be so organized
as to have the capacity to be able to carry out the purposes of the Act
and to comply, and to enforce compliance by its exchange members and
persons associated with its exchange members, with the provisions of
the Act, the rules and regulations thereunder, and the rules of the
Exchange. The Exchange also believes that the proposed rule change is
consistent with Section 6(b)(5) \15\ of the Act in that it is designed
to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in facilitating
transactions in securities, 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)(1).
\15\ 15 U.S.C. 78f(b)(5).
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The Exchange proposes to amend Exchange Rule 2610, Units of
Trading, to conform with the definition of Round Lot under Rule 600 of
the Regulation NMS that is to be implemented in November 2025.\16\
These changes are being proposed solely to conform the Exchange's
definition of ``round lot'' under Exchange Rule 2610 to the new
definition of Round Lot under Rule 600 of Regulation NMS. The Exchange
also proposes to make conforming non-substantive changes to Exchange
Rules 2611, Odd and Mixed Lots, 2614, Orders and Order Instructions,
and 2616, Priority of Orders. These changes are limited to capitalizing
the term Round Lot in each of these rules to conform with the changes
to Exchange Rule 2610, reorganizing Exchange Rule 2616(b) to provide
greater clarity to Equity Members and the public regarding the
Rulebook, and amending renumbered Exchange Rule 2616(b)(2) to replace
the term ``System Security'' with ``NMS Security''. These changes do
not amend the operation of these rules.
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\16\ See supra note 4.
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The proposed rule changes would reduce potential investor and
market participant confusion and therefore remove impediments to and
perfect the mechanism of a free and open market and a national market
system by ensuring that the Exchange's rules properly reflect the
requirements of Rule 600 of Regulation NMS. The Exchange also believes
that the proposed rule changes would remove impediments to and perfects
the mechanism of a free and open market by ensuring that persons
subject to the Exchange's jurisdiction, regulators, and the investing
public can more easily navigate and understand the Exchange's rules.
The proposed rule changes would not be inconsistent with the public
interest and the protection of investors because investors will not be
harmed and in fact would benefit from the increased transparency and
clarity, thereby reducing potential confusion.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule changes will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.
The Exchange believes the proposed rule changes do not impose any
burden on intramarket or intermarket competition that is not necessary
or appropriate in furtherance of the purposes of the Act. The proposed
rule changes to amend the definition of Round lot are not intended to
address competitive issues but rather are concerned solely with
amending the Exchange's Rules to conform with the definition of Round
Lot under Rule 600 of the Regulation NMS that is to be implemented in
November 2025.\17\ The
[[Page 42480]]
proposed rule changes to capitalize the term Round Lot in additional
rules, reorganize Exchange Rule 2616(b), and amending renumbered
Exchange Rule 2616(b)(2) to replace the term ``System Security'' with
``NMS Security'' are conforming and non-substantive in nature, and are
not intended to address competitive issues.
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\17\ Id.
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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
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act \18\ and Rule 19b-4(f)(6) \19\ thereunder.
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) of the Act \20\ and Rule 19b-4(f)(6) \21\
thereunder.
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\18\ 15 U.S.C. 78s(b)(3)(A).
\19\ 17 CFR 240.19b-4(f)(6).
\20\ 15 U.S.C. 78s(b)(3)(A).
\21\ 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, along
with a brief description and text of 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#91e3e4fdf4bcf2fefcfcf4ffe5e2d1e2f4f2bff6fee7"><span class="__cf_email__" data-cfemail="97e5e2fbf2baf4f8fafaf2f9e3e4d7e4f2f4b9f0f8e1">[email protected]</span></a>. Please include
file number SR-PEARL-2025-39 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-2025-39. 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-PEARL-2025-39 and
should be submitted on or before September 23, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\22\
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\22\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-16697 Filed 8-29-25; 8:45 am]
BILLING CODE 8011-01-P
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