Notice2025-20256
Self-Regulatory Organizations; New York Stock Exchange LLC, NYSE American LLC, NYSE Texas, Inc., NYSE Arca, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove Proposed Rule Changes To Amend NYSE Rules 7.35A and 7.35C, NYSE American Rule 7.35E, NYSE Texas Rule 7.35, and NYSE Arca Rule 7.35-E
Primary source
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Published
November 19, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 221 (Wednesday, November 19, 2025)</title>
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[Federal Register Volume 90, Number 221 (Wednesday, November 19, 2025)]
[Notices]
[Pages 52125-52127]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-20256]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104182; File Nos. SR-NYSE-2025-28, SR-NYSEAMER-2025-47,
SR-NYSETEX-2025-24, SR-NYSEARCA-2025-60]
Self-Regulatory Organizations; New York Stock Exchange LLC, NYSE
American LLC, NYSE Texas, Inc., NYSE Arca, Inc.; Order Instituting
Proceedings To Determine Whether To Approve or Disapprove Proposed Rule
Changes To Amend NYSE Rules 7.35A and 7.35C, NYSE American Rule 7.35E,
NYSE Texas Rule 7.35, and NYSE Arca Rule 7.35-E
November 14, 2025.
On August 5, 2025, New York Stock Exchange LLC, NYSE American LLC,
NYSE Texas, Inc., and on August 15, 2025, NYSE Arca, Inc.,
(collectively, the ``Exchanges'') filed with the Securities and
Exchange Commission (``Commission'' or ``SEC''), pursuant to Section
19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule
19b-4 thereunder,\2\ proposed rule changes to amend their rules
pertaining to the calculation of the Auction Reference Price. The
proposed rule changes were published for comment in the Federal
Register on August 21, 2025 \3\ and August 22, 2025 (collectively, the
``Notices'').\4\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 103739 (Aug. 18,
2025), 90 FR 40870 (NYSETEX-2025-24) (``NYSETEX Notice'').
\4\ See Securities Exchange Act Release Nos. 103740 (Aug. 19,
2025), 90 FR 41143 (NYSEARCA-2025-60); 103741 (Aug. 19, 2025), 90 FR
41153 (NYSEAMER-2025-47); 103742 (Aug. 19, 2025), 90 FR 41149 (NYSE-
2025-28).
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On September 25, 2025, pursuant to Section 19(b)(2) of the Act,\5\
the Commission designated a longer period within which to approve the
proposed rule changes, disapprove the proposed rule changes, or
institute proceedings to determine whether to disapprove the proposed
rule changes.\6\ The Commission is instituting proceedings pursuant to
Section 19(b)(2)(B) of the Act \7\ to determine whether to approve or
disapprove the proposed rule changes.
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\5\ 15 U.S.C. 78s(b)(2).
\6\ See Securities Exchange Act Release No. 104042, 90 FR 47044
(Sept. 30, 2025). The Commission designated November 19, 2025 as the
date by which the Commission shall approve or disapprove, or
institute proceedings to determine whether to disapprove, one of the
proposed rule changes (File No. SR-NYSETEX-2025-24) and November 20,
2025 as the date by which the Commission shall approve or
disapprove, or institute proceedings to determine whether to
disapprove, the remaining proposed rule changes (File Nos. SR-NYSE-
2025-28, SR-NYSEAMER-2025-47, and SR-NYSEARCA-2025-60). While the
SEC is currently ``accepting'' comments, in that we will not prevent
the submission of letters via the usual methods (webform, email, or
mail), the SEC will not be posting them until after the resumption
of duties. Please note that there may be a delay in the public
availability of comments after the resumption of duties; comments
will be treated as if received on the original submission date.
\7\ 15 U.S.C. 78s(b)(2)(B).
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I. Summary of the Exchanges' Proposals
As described in more detail in the Notices,\8\ the Exchanges
propose to amend NYSE Rules 7.35A and 7.35C, NYSE American Rule 7.35E,
NYSE Texas Rule 7.35, and NYSE Arca Rule 7.35-E (collectively, the
``Rules'') regarding the calculation of the Auction Reference Price, as
defined in the Rules. More specifically, the Exchanges propose to amend
the Rules regarding the calculation of the Auction Reference Price for
the Core Open Auction to reflect a cascading calculation that
[[Page 52126]]
would consider, in addition to the benchmarks currently reflected in
the Rules, the price of the last consolidated trade of at least one
round lot of that trading day. The Exchanges state that the proposed
changes would promote consistency with the Auction Reference Price
calculations for the Closing Auctions and Trading Halt Auctions.\9\ As
proposed, the Auction Reference Price for the Core Open Auctions would
be defined as:
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\8\ See Notices, supra notes 3 and 4. Capitalized terms not
defined in this order are defined in the Exchanges' rules.
\9\ The Exchanges propose conforming changes to the definition
of Auction Reference Price for the Closing Auction and Trading Halt
Auction to use the same language as is proposed for the Auction
Reference Price for the Core Open Auction. Specifically, the
Exchanges propose to use the ``price of the last consolidated trade
of at least one round lot of that trading day'' formulation in place
of the existing ``last consolidated round-lot price of that trading
day.'' The Exchanges state that these proposed changes are not
intended to change how the Exchanges determines the Auction
Reference Price for the Closing Auction or Trading Halt Auction, but
would add clarity and consistency in the Rules with respect to the
determination of the Auction Reference Price. The Exchanges also
propose non-substantive grammatical changes to the Auction Reference
Price definitions for the Early Open Auction, Closing Auction, and
IPO Auction to further improve clarity in the Rules. See, e.g.,
NYSETEX Notice, supra note 3, at 40871.
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<bullet> The price of the last consolidated trade of at least one
round lot of that trading day, or
<bullet> If there were no such trades, the midpoint of the Auction
NBBO, or
<bullet> If the Auction NBBO is locked, the locked price, or
<bullet> If there is no Auction NBBO, the prior trading day's
Official Closing Price for the initial calculation of the Auction
Reference Price, and for each subsequent calculation of the Auction
Reference Price, the most recently calculated Auction Reference
Price.\10\
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\10\ See id.
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With the addition of the price of the last consolidated trade of at
least one round lot of that trading day as a benchmark for calculating
the Auction Reference Price for the Core Open Auction, the Exchanges
propose to distinguish between the initial calculation of the Auction
Reference Price for the Core Open Auction and subsequent calculations
pursuant to the cascading calculation, in the event that there is no
Auction NBBO. For the initial calculation, the Exchanges propose that,
if there is no Auction NBBO, the Auction Reference Price would, as
currently, be the prior trading day's Official Closing Price. However,
for subsequent calculations of the Auction Reference Price when there
is no Auction NBBO, the Exchanges propose that the Auction Reference
Price would instead be the most recent Auction Reference Price, which
the Exchanges believe would provide a more recent reference price for
the auction.\11\ In addition, the Exchanges propose to specify that
each Auction Reference Price calculation would be based on an
evaluation of the period since the last calculation of the Auction
Reference Price. The Exchanges state that this proposed change is
intended to ensure that, in cases where there was no consolidated trade
of at least one round lot in the period since the last calculation of
the Auction Reference Price, the Auction Reference Price would instead
be the midpoint of the Auction NBBO (or other price as provided for in
the Rules) to reflect a more recent reference price for the
auction.\12\ The Exchanges also propose that Auction Reference Price
calculations for the Core Open Auction, Closing Auction, and Trading
Halt Auction would exclude trades on Trade Reporting Facilities
(``TRF'') during the Early Trading Session or Late Trading Session,
because the Exchanges state that TRF trades may not reflect the actual
market in a security, and thus the Exchanges state that excluding TRF
trades would provide for a more accurate snapshot of the current
market.\13\ The Exchanges believe the proposed changes to the
calculations of the Auction Reference Price for auctions on the
Exchanges would better reflect more recent trading activity, and such
price may reflect a more recent valuation for a security, to the
benefit of investors. The Exchanges state that the proposed rule
changes would therefore promote the fair and orderly operation of
auctions on the Exchanges by using reference prices that are consistent
with the most recent market activity in a given security, which would
also allow more buy and sell interest to participate in such
auctions.\14\ Because of the technology changes associated with the
proposed changes, the Exchanges propose to announce the implementation
date of these changes by Trader Update and anticipate that such changes
will be implemented before the end of the fourth quarter of 2025.\15\
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\11\ See id.
\12\ See id.
\13\ See id.
\14\ See id.
\15\ See id.
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II. Proceedings To Determine Whether To Approve or Disapprove SR-NYSE-
2025-28, SR-NYSEAMER-2025-47, SR-NYSETEX-2025-24, SR-NYSEARCA-2025-60
and Grounds for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \16\ to determine whether the proposed rule
changes should be approved or disapproved. Institution of such
proceedings is appropriate at this time in view of the legal and policy
issues raised by the proposals. Institution of proceedings does not
indicate that the Commission has reached any conclusions with respect
to any of the issues involved. Rather, as described below, the
Commission seeks and encourages interested persons to provide comments
on the proposed rule changes.
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\16\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\17\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of the proposals' consistency with Section 6(b)(5) of the Act,
which requires, among other things, that the rules of a national
securities exchange be ``designed to prevent fraudulent and
manipulative acts and practices'' and ``to protect investors and the
public interest.'' \18\
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\17\ Id.
\18\ 15 U.S.C. 78f(b)(5).
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The Commission asks that commenters address the sufficiency of the
Exchanges' statements in support of the proposals, which are set forth
in the Notices,\19\ in addition to any other comments they may wish to
submit about the proposed rule changes. In particular, the Commission
seeks comment on the proposals' exclusion of TRF data in the
calculation of the Auction Reference Price as well as whether the
proposals are consistent with Section 6(b)(5) of the Act,\20\ and
specifically, whether the proposed rule changes are designed to prevent
fraudulent and manipulative acts and practices.
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\19\ See Notice, supra notes 3 and 4.
\20\ 15 U.S.C. 78f(b)(5).
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III. Procedure: Request for Written Comments
The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposals. In particular, the Commission invites the written
views of interested persons concerning whether the proposed rule
changes are consistent with Section 6(b)(5) or any other provision of
the Act, and the rules and regulations thereunder. Although there do
not appear to be any issues relevant to approval or disapproval that
would be facilitated by an oral presentation of
[[Page 52127]]
views, data, and arguments, the Commission will consider, pursuant to
Rule 19b-4, any request for an opportunity to make an oral
presentation.\21\
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\21\ Section 19(b)(2) of the Act, as amended by the Securities
Acts Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by a self-regulatory
organization. See Securities Acts Amendments of 1975, Senate Comm.
on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
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Interested persons are invited to submit written data, views, and
arguments regarding whether the proposed rule changes should be
approved or disapproved by December 10, 2025. Any person who wishes to
file a rebuttal to any other person's submission must file that
rebuttal by December 24, 2025.
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#285a5d444d054b4745454d465c5b685b4d4b064f475e"><span class="__cf_email__" data-cfemail="e496918881c9878b8989818a9097a4978187ca838b92">[email protected]</span></a>. Please include
file number SR-NYSE-2025-28, SR-NYSEAMER-2025-47, SR-NYSETEX-2025-24,
or SR-NYSEARCA-2025-60 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-NYSE-2025-28, SR-
NYSEAMER-2025-47, SR-NYSETEX-2025-24, or SR-NYSEARCA-2025-60. The 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 filings will be available for inspection and
copying at the principal offices of the Exchanges. 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-NYSE-2025-28, SR-NYSEAMER-2025-47, SR-
NYSETEX-2025-24, or SR-NYSEARCA-2025-60 and should be submitted on or
before December 10, 2025. Rebuttal comments should be submitted by
December 24, 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)(57).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-20256 Filed 11-18-25; 8:45 am]
BILLING CODE 8011-01-P
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