Notice2025-16908
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 and Rule Equity 7, Section 130
Primary source
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Published
September 4, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 169 (Thursday, September 4, 2025)</title>
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[Federal Register Volume 90, Number 169 (Thursday, September 4, 2025)]
[Notices]
[Pages 42780-42782]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-16908]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103812; File No. SR-NASDAQ-2025-063]
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 and Rule Equity 7, Section 130
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.
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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 (1) amend Rule Equity 7, Section 115
(Ports and Services) to establish a port fee for newly added CORE FIX
Order entry ports, (2) amend Rule Equity 7, Section 130 (Other
Services) to waive the Nasdaq testing facility fee for the newly added
CORE FIX entry ports, and (3) amend the language in Sections of 115 and
130 to remove the temporary waiver language pertaining to OUCH 5.0, as
described further below.
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 Exchange recently established CORE FIX, a new Order \3\ entry
protocol that will cater to the customer segment that currently uses
FIX but does not have a need for its routing capabilities.\4\ CORE FIX
will utilize the same standardized protocol as FIX but eliminate the
intricate RASH-based software layer that provides for Order routing
functionality. Currently, Nasdaq charges $575/port/month for similar
Order entry protocols such as OUCH and RASH.\5\
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\3\ The term ``Order'' means an instruction to trade a specified
number of shares in a specified System Security submitted to the
Nasdaq Market Center by a Participant. An ``Order Type'' is a
standardized set of instructions associated with an Order that
define how it will behave with respect to pricing, execution, and/or
posting to the Nasdaq Book when submitted to Nasdaq. An ``Order
Attribute'' is a further set of variable instructions that may be
associated with an Order to further define how it will behave with
respect to pricing, execution, and/or posting to the Nasdaq Book
when submitted to Nasdaq. The available Order Types and Order
Attributes, and the Order Attributes that may be associated with
particular Order Types, are described in Rules 4702 and 4703. One or
more Order Attributes may be assigned to a single Order; provided,
however, that if the use of multiple Order Attributes would provide
contradictory instructions to an Order, the System will reject the
Order or remove non-conforming Order Attributes. See Equity 4,
Section 1(a)(7).
\4\ The CORE FIX Order entry protocol is a proprietary protocol
that allows subscribers that do not utilize routing strategies to
gain faster direct access to quickly enter orders into the System
and receive executions. CORE FIX accepts limit Orders from members,
and if there are matching Orders, they will execute. Nonmatching
Orders are added to the Limit Order Book, a database of available
limit Orders, where they are matched in price-time priority. CORE
FIX only provides a method for members to send Orders and receive
status updates on those Orders.
\5\ The RASH (Routing and Special Handling) Order entry protocol
is a proprietary protocol that allows members to enter Orders,
cancel existing Orders and receive executions. RASH allows
participants to use advanced functionality, including discretion,
random reserve, pegging and routing. See <a href="http://nasdaqtrader.com/content/technicalsupport/specifications/TradingProducts/rash_sb.pdf">http://nasdaqtrader.com/content/technicalsupport/specifications/TradingProducts/rash_sb.pdf</a>.
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The Exchange proposes to amend Equity 7, Section 115 to adopt a fee
of $575/port/month for the newly added CORE FIX order protocol, which
is similar to other current port fees. Additionally, the Exchange
proposes a 30-day waiver of the CORE FIX production port fee for up to
five (5) newly added CORE FIX ports. The fee waiver would be offered
for a three-month period, beginning on the date when CORE FIX first
becomes available on the Exchange, which such date the Exchange shall
announce in an Equity
[[Page 42781]]
Trader Alert. At the end of the three-month period, users would no
longer be eligible for the waiver. A user may only receive the 30-day
waiver once per port (up to a maximum of five ports) within the three-
month window. The Exchange proposes to offer this temporary waiver to
encourage new, prospective customers to adopt, and returning customers
to utilize, the CORE FIX Order entry protocol.
The Exchange also proposes to amend Equity 7, Section 130 to
provide a 30-day waiver for the $300 NTF fee in Section 130(d)(1)(B)
for up to five \6\ newly added CORE FIX NTF ports. This fee waiver
would be offered for a three-month period, beginning on the date when
CORE FIX first becomes available on the Exchange, which such date the
Exchange shall announce in an Equity Trader Alert. At the end of the
three-month period, users would no longer be eligible for the waiver. A
user may only receive the 30-day waiver once per port (up to a maximum
of five ports) within the three-month window. The NTF provides
subscribers with a virtual System test environment that closely
approximates the production environment on which they may test their
automated systems that integrate with the Exchange. For example, the
NTF provides subscribers a virtual System environment for testing
upcoming releases and product enhancements, as well as testing firm
software prior to implementation. The Exchange proposes to offer this
temporary waiver to encourage customers to test the updated version of
the CORE FIX Order entry protocol free of charge.
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\6\ The fee waiver is limited to a maximum of five CORE FIX NTF
ports per CRD membership.
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The Exchange is also proposing to make a technical change to Equity
7, Sections 115 and 130 to remove the temporary waiver provided to the
OUCH Order entry ports. Similar to the proposed waiver for CORE FIX,
the OUCH production port fee waiver was for a three-month period, which
began in November 2022. The three-month waiver period for OUCH is no
longer applicable. Therefore, the Exchange is proposing to amend the
rules to remove the language.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\7\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\8\ 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.
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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(4) and (5).
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The Exchange's proposed changes to its fee schedule 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 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.'' \9\
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\9\ Securities Exchange Act Release No. 51808 (June 9, 2005), 70
FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting
Release'').
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Nasdaq believes that it is reasonable, equitable and not unfairly
discriminatory to establish a fee for CORE FIX and to provide a
temporary fee waiver for up to five newly added CORE FIX order entry
ports (production and Nasdaq Testing Facility ``NTF'' environments). As
described above, the proposed fee is similar to the fee charged for
other similar ports such as RASH and OUCH. Participants are not
required to use the CORE FIX port. The Exchange also believes it is
important to provide users an opportunity to test CORE FIX free of
charge. The temporary fee waivers would encourage users to test and
adopt the enhanced CORE FIX Order entry protocol.
Additionally, the Exchange believes that it is reasonable and not
unfairly discriminatory to remove the language in Sections 115 and 130
referencing the fee waiver for OUCH 5.0 because the three-month time
period for the waiver has lapsed and is no longer applicable to OUCH
5.0 subscribers. The removal of the temporary fee waiver would be
applicable to all market participants.
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.
Intermarket Competition
The Exchange believes that the proposed fee and temporary fee
waivers will not impose an undue burden on competition because
utilization of the Exchange's ports and services are completely
voluntary and subject to competition both from the other live exchanges
and from off-exchange venues, which include alternative trading systems
that trade national market system stock. Moreover, the proposed fee and
waivers would facilitate adoption of a new Order entry protocol, which
is pro-competitive because the new protocol bolsters the efficiency,
functionality, and overall attractiveness of the Exchange in an
absolute sense and relative to its peers. Accordingly, the Exchange
does not believe that the proposed change will impair the ability of
members, participants, or competing order execution venues to maintain
their competitive standing in the financial markets.
Additionally, the removal of the temporary OUCH fee waivers is a
technical change to ensure that the Exchange's rulebook is current and
accurately reflects the current fee offerings. Therefore, the Exchange
does not believe that there is any burden on competition.
Intramarket Competition
In terms of intramarket competition, the proposed change to the fee
available to a member does not impose a burden on competition and will
not place any category of Exchange participant at a competitive
disadvantage. The proposed fee and the change to temporarily waive fees
for newly added CORE FIX order entry ports (production and NTF
environments) will apply uniformly to all similarly situated
participants. The temporary fee waivers are available to all users and
would enable users to test the CORE FIX enhancements at no cost. The
Exchange notes that its members are free to trade on other venues to
the extent they believe that these proposals are not attractive.
Additionally, the removal of the temporary OUCH fee waivers is a non-
substantive change that will not impose any burden on competition
because the waivers are no longer applicable and the removal of the
expired waivers will apply to all market participants.
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.
[[Page 42782]]
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) \10\ of the Act and subparagraph (f)(2) of Rule
19b-4 \11\ thereunder, because it establishes a due, fee, or other
charge imposed by the Exchange.
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\10\ 15 U.S.C. 78s(b)(3)(A).
\11\ 17 CFR 240.19b-4(f)(2).
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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 under
Section 19(b)(2)(B) \12\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\12\ 15 U.S.C. 78s(b)(2)(B).
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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#1664637a733b75797b7b737862655665737538717960"><span class="__cf_email__" data-cfemail="3745425b521a54585a5a525943447744525419505841">[email protected]</span></a>. Please include
File Number SR-NASDAQ-2025-063 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-2025-063. 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-2025-063 and
should be submitted on or before September 25, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-16908 Filed 9-3-25; 8:45 am]
BILLING CODE 8011-01-P
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