Notice2025-16907
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule Equity 7, Section 115(e)
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
September 4, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 90 Issue 169 (Thursday, September 4, 2025)</title>
</head>
<body><pre>
[Federal Register Volume 90, Number 169 (Thursday, September 4, 2025)]
[Notices]
[Pages 42782-42784]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-16907]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103811; File No. SR-NASDAQ-2025-064]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Rule Equity 7, Section 115(e)
August 29, 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 18, 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 and II
below, which Items have been substantially prepared by the Exchange.
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend the Exchange's service fees at
Equity 7, Section 115(e) to introduce a fee to WorkX PRO Monitor Full
Version, as described further below. The proposed fee change will
become operative on September 8, 2025.
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 on 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 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 purpose of the proposed rule change is to amend the Exchange's
schedule of fees, at Equity 7, Section 115(e) to establish a fee for
WorkX PRO Monitor Full Version. The Exchange recently introduced WorkX
PRO Monitor Full Version (``Full Version'') and WorkX PRO Monitor Lite
Version (``Lite Version) (collectively, ``WorkX PRO Monitor''), a new
add-on feature within the Nasdaq WorkX platform. The new products were
proposed by the Exchange on August 1, 2025 and published in the Federal
Register on August 11, 2025.\3\ The Exchange noted in the filing that
WorkX PRO Monitor will improve the price override request (``POR'')
process for market participants that submit trade reports by automating
the method for users to resubmit, and for the system to process,
rejected trade reports (``price reject override process'').\4\
---------------------------------------------------------------------------
\3\ See Securities Exchange Act Release No. 34-103649 (Aug 6,
2025), 90 FR 38673 (Aug 11, 2025) (NASDAQ-2025-060) (``WorkX PRO
Monitor Proposal'').
\4\ WorkX PRO Monitor Proposal at 38674.
---------------------------------------------------------------------------
More specifically, 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.\5\
---------------------------------------------------------------------------
\5\ 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.
---------------------------------------------------------------------------
[[Page 42783]]
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 \6\ 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.\7\ The Full
Version 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.
---------------------------------------------------------------------------
\6\ All market participants may resubmit an unlimited number of
PORs.
\7\ Users not subscribed to WorkX will utilize Nasdaq
MarketWatch to resubmit trade reports through WorkX at no cost.
---------------------------------------------------------------------------
The Exchange proposes to establish a monthly fee of $400 per logon
per month for WorkX PRO Monitor Full Version. The subscription will be
charged on a monthly basis and subscribers may request to add or cancel
the subscription at any time.\8\ The proposed fee will cover the costs
associated with developing the service, configuring Nasdaq's systems,
administering the service, product training and ongoing support, among
other things. WorkX subscribers may utilize the Lite Version for no
additional cost to their WorkX subscription. The proposed cost for the
Full Version is similar to the cost of Nasdaq Real-Time Stats, another
add-on WorkX feature.\9\ Similar to Nasdaq Real-Time Stats, WorkX PRO
Monitor will be utilized by members who are responsible for the
accuracy and timeliness of trade reporting and compliance with FINRA
rules. The proposed fee change will become operative on September 8,
2025.
---------------------------------------------------------------------------
\8\ If a Firm adds or removes the service intramonth, the fee
will be prorated based on the number of business days the firm had
the service during the month.
\9\ Nasdaq Real-Time Stats which is a surveillance tool that
provides summaries of a subscribing member's trade activity for the
FINRA/Nasdaq Trade Reporting Facility to support compliance with
FINRA rules. Real-Time Stats is available for a subscription fee of
$400 per month, per user, with a maximum fee of $2,400 per month,
per member firm. The Exchange is not imposing a fee cap on PRO
Monitor Full Version users because Real Time Stats is charged at
$400 per MPID user whereas PRO Monitor Full Version is a flat $400
for an unlimited number of MPID users. The cap, which is intended to
manage the costs for Real-Time Stats, is not relevant given the fee
structure for PRO Monitor Full Version users.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\10\ in general, and furthers the objectives of
Sections 6(b)(4) and 6(b)(5) of the Act,\11\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees and
other charges among members and issuers and other persons using any
facility, and is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------
The Exchange's proposed changes to its schedule of credits [sic]
are reasonable in several respects. As a threshold matter, the Exchange
is subject to significant competitive forces in the market for equity
securities transaction services that constrain its pricing
determinations in that market. The fact that this market is competitive
has long been recognized by the courts. In NetCoalition v. Securities
and Exchange Commission, the D.C. Circuit stated as follows: ``[n]o one
disputes that competition for order flow is `fierce.' . . . As the SEC
explained, `[i]n the U.S. national market system, buyers and sellers of
securities, and the broker-dealers that act as their order-routing
agents, have a wide range of choices of where to route orders for
execution'; [and] `no exchange can afford to take its market share
percentages for granted' because `no exchange possesses a monopoly,
regulatory or otherwise, in the execution of order flow from broker
dealers'. . . .'' \12\
---------------------------------------------------------------------------
\12\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
---------------------------------------------------------------------------
The Commission and the courts have repeatedly expressed their
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. In Regulation
NMS, while adopting a series of steps to improve the current market
model, the Commission highlighted the importance of market forces in
determining prices and SRO revenues and, also, recognized that current
regulation of the market system ``has been remarkably successful in
promoting market competition in its broader forms that are most
important to investors and listed companies.'' \13\
---------------------------------------------------------------------------
\13\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting
Release'').
---------------------------------------------------------------------------
More specifically, WorkX PRO Monitor will automate the process to
assist subscribing WorkX users to quickly enter PORs and resubmit trade
reports that are rejected because the trade price falls outside of the
price validation parameters for a symbol(s). This new feature will
support users in ensuring that submitted trade reports are accurate.
The Exchange believes that it is reasonable, equitable, and not
unfairly discriminatory to establish a fee of $400 per logon per month
for WorkX PRO Monitor Full Version. As discussed above, the proposed
fee will cover the costs associated with developing the service,
configuring Nasdaq's systems, administering the service, product
training and ongoing support, among other things. The Exchange further
believes that the fee is not unfairly discriminatory because all WorkX
users can purchase the add-on feature and the fee will be applied
uniformly to all members. Additionally, the fee is not unfairly
discriminatory because any WorkX subscriber that does not want to
utilize PRO Monitor Full Version may opt to for the PRO Monitor Lite
Version for free.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that its proposal will place any
category of Exchange participant at a competitive disadvantage. To the
contrary, the proposed changes will provide opportunities for members
to receive an enhanced feature within WorkX. Moreover, this enhanced
product, which is available to any participant, will provide an
upgraded more efficient method of submitting PORs for the same cost as
other add-on products. Customers who are not subscribed to WorkX will
have their trade reports resubmitted at no cost through WorkX by
contacting Nasdaq MarketWatch to resubmit the report on the customer's
behalf.
Inter-Market Competition
The Exchange believes that its proposed modifications to its fee
schedule will not impose any burden on competition because the launch
of WorkX PRO Monitor is reflective of the need for the Exchange to
ensure that it provides the most efficient products that will ensure
market integrity and the benefit market participants receive from
utilizing the product. The Exchange
[[Page 42784]]
notes that it operates in a highly competitive market in which market
participants can readily favor competing providers of third-party
services if they deem WorkX PRO Monitor to be insufficient, or products
available by other vendors to be more favorable. The proposed fee for
WorkX PRO Monitor is reflective of this competition. As discussed
above, the Exchange has proposed the fee to be the same as another
similar product.
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
The foregoing rule change is effective upon filing pursuant to
Section 19(b)(3)(A) \14\ of the Act and subparagraph (f)(2) of Rule
19b-4 \15\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
---------------------------------------------------------------------------
\14\ 15 U.S.C. 78s(b)(3)(A).
\15\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------
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 under
Section 19(b)(2)(B) \16\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------
\16\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------
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#691b1c050c440a0604040c071d1a291a0c0a470e061f"><span class="__cf_email__" data-cfemail="b2c0c7ded79fd1dddfdfd7dcc6c1f2c1d7d19cd5ddc4">[email protected]</span></a>. Please include
File Number SR-NASDAQ-2025-064 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-2025-064. 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 LTSE and on its internet website at
<a href="https://longtermstockexchange.com/">https://longtermstockexchange.com/</a>.
All comments received will be posted without change; the Commission
does not edit personal identifying information from submissions. You
should submit only information that you wish to make available
publicly. All submissions should refer to File Number SR-NASDAQ-2025-
064 and should be submitted on or before September 25, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
---------------------------------------------------------------------------
\17\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-16907 Filed 9-3-25; 8:45 am]
BILLING CODE 8011-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on September 4, 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.