Notice2025-21125
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE Arca Equities Fees and Charges
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Published
November 26, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 226 (Wednesday, November 26, 2025)</title>
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[Federal Register Volume 90, Number 226 (Wednesday, November 26, 2025)]
[Notices]
[Pages 54425-54428]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-21125]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104237; File No. SR-NYSEARCA-2025-75]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE
Arca Equities Fees and Charges
November 21, 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 September 30, 2025, NYSE Arca, Inc. (``NYSE Arca'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``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 the NYSE Arca Equities Fees and
Charges (``Fee Schedule'') with respect to Retail Tiers. The Exchange
proposes to implement the fee changes effective October 1, 2025. The
proposed rule change is available on the Exchange's website at
<a href="http://www.nyse.com">www.nyse.com</a>, at the principal office of the Exchange, and at the
Commission's Public Reference Room.
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 self-regulatory organization
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 those 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 parts 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 proposes to amend the Fee Schedule with respect to
Retail Tiers. More specifically, the Exchange proposes to amend the fee
for Retail Orders \3\ with a time-in-force of Day that remove liquidity
and to remove a modifier for certain Retail Orders that are executed
against other Retail Orders.
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\3\ A Retail Order is an agency order that originates from a
natural person and is submitted to the Exchange by an ETP Holder,
provided that no change is made to the terms of the order to price
or side of market and the order does not originate from a trading
algorithm or any other computerized methodology. See Securities
Exchange Act Release No. 67540 (July 30, 2012), 77 FR 46539 (August
3, 2012) (SR-NYSEArca-2012-77).
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The proposed change responds to the current competitive environment
where ETP Holders have a choice among both exchange and off-exchange
venues of where to route marketable retail order flow.
The Exchange proposes to implement the fee changes effective
October 1, 2025.
Background
The Exchange operates in a highly competitive market. The
Commission has repeatedly expressed its preference for competition over
regulatory intervention in determining prices, products, and services
in the securities markets. In Regulation NMS, 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.'' \4\
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\4\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005) (File No. S7-10-04) (Final
Rule) (``Regulation NMS'').
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While Regulation NMS has enhanced competition, it has also fostered
a ``fragmented'' market structure where trading in a single stock can
occur across multiple trading centers. When multiple trading centers
compete for order flow in the same stock, the Commission has recognized
that ``such competition can lead to the fragmentation of order flow in
that stock.'' \5\ Indeed, equity trading is currently dispersed across
16 exchanges,\6\ numerous alternative trading systems,\7\ and broker-
dealer internalizers and wholesalers, all competing for order flow.
Based on publicly available information, no single exchange currently
has more than 17% market share.\8\ Therefore, no exchange possesses
significant pricing power in the execution of equity order flow. More
specifically, the Exchange currently has less than 10% market share of
executed volume of equities trading.\9\
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\5\ See Securities Exchange Act Release No. 61358, 75 FR 3594,
3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on
Equity Market Structure).
\6\ See Cboe U.S Equities Market Volume Summary, available at
<a href="https://markets.cboe.com/us/equities/market_share">https://markets.cboe.com/us/equities/market_share</a>. See generally
<a href="https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html">https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html</a>.
\7\ See FINRA ATS Transparency Data, available at <a href="https://otctransparency.finra.org/otctransparency/AtsIssueData">https://otctransparency.finra.org/otctransparency/AtsIssueData</a>. A list of
alternative trading systems registered with the Commission is
available at <a href="https://www.sec.gov/foia/docs/atslist.htm">https://www.sec.gov/foia/docs/atslist.htm</a>.
\8\ See Cboe Global Markets U.S. Equities Market Volume Summary,
available at <a href="http://markets.cboe.com/us/equities/market_share/">http://markets.cboe.com/us/equities/market_share/</a>.
\9\ See id.
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The Exchange believes that the ever-shifting market share among the
exchanges from month to month demonstrates that market participants can
move order flow, or discontinue or reduce use of certain categories of
products. While it is not possible to know a firm's reason for shifting
order flow, the Exchange believes that one such reason is because of
fee changes at any of the registered exchanges or non-exchange venues
to which a firm routes order flow. The competition for Retail Orders is
even more stark, particularly as it relates to exchange versus off-
exchange venues.
The Exchange thus needs to compete in the first instance with non-
exchange venues for Retail Order flow, and with the 15 other exchange
venues for that Retail Order flow that is not directed off-exchange.
Accordingly, competitive forces compel the Exchange to use exchange
transaction fees and credits, particularly as they relate to competing
for Retail Order flow, because market participants can readily trade on
competing venues if they deem pricing levels at those other venues to
be more favorable.
To respond to this competitive environment, the Exchange has
established a number of Retail Tiers, e.g., Retail Tier 1, Retail Tier
2, Retail Tier 3, Retail Tier 4 and Retail Step-Up Tier, which are
designed to provide an incentive for ETP Holders to route Retail Orders
to the Exchange by providing higher credits for adding liquidity
[[Page 54426]]
correlated to an ETP Holder's higher trading volume in Retail Orders on
the Exchange. Under four of these five tiers, ETP Holders also do not
pay a fee when such Retail Orders have a time-in-force of Day that
remove liquidity from the Exchange.\10\
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\10\ Additionally, footnote (e) under the Retail Tiers pricing
table provides that ``ETP Holders that increase Retail Orders with a
time-in-force of Day that add and remove that is an increase over
May 2022 of at least 0.05% of CADV would not pay a fee for Retail
Removing with a time-in-force of Day.'' See Retail Tiers in Section
VII. Tier Rates--Round Lots and Odd Lots (Per Share Price $1.00 or
Above) on the Fee Schedule.
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Proposed Rule Change
The Exchange proposes to adopt a fee of $0.0025 per share for
Retail Orders with a time-in-force of Day that remove liquidity if an
ETP Holder executes 170 million or more shares of such orders in a
billing month. As proposed, the first 170 million shares of such orders
would continue to be not charged a fee. The proposed volume threshold
and fee would apply to Retail Orders with a time-in-force of Day that
remove liquidity under Retail Tier 1, Retail Tier 2, Retail Tier 3 and
Retail Step-Up Tier. The proposed volume threshold and fee would also
apply to Retail Orders with a time-in-force of Day that add and remove
that is an increase over May 2022 of at least 0.05% of CADV, as
provided in footnote (e) under the Retail Tiers pricing table. With
this proposed rule change, footnote (e) would provide that ``ETP
Holders that increase Retail Orders with a time-in-force of Day that
add and remove that is an increase over May 2022 of at least 0.05% of
CADV qualify for no fee for Retail Removing with a time-in-force of Day
for the first 170 million shares in the month, and a fee of $0.0025 for
shares above 170 million shares in the month.''
Additionally, pursuant to footnote (d) under the Retail Tiers
pricing table, ETP Holders that qualify for current Retail Tier 1,
Retail Tier 2, Retail Tier 3 and Retail Step-Up Tier are not charged a
fee or provided a credit for Retail Orders where each side of the
executed order (1) shares the same MPID and (2) is a Retail Order with
a time-in-force of Day. The Exchange proposes to remove the ``time-in-
force of Day'' modifier attached to such Retail Orders. With this
proposed rule change, all Retail Orders where each side of the executed
order shares the same MPID and each side of the executed order is a
Retail Order would not be charged a fee or provided a credit, as
provided in footnote (d) under Retail Tiers. When both sides of an
execution are not Retail Orders or do not share the same MPID, the
Exchange will continue to not charge a fee for removing liquidity and
will continue to provide the credits as provided in the Retail Tiers
pricing table.
The proposed rule change is designed to be available to all ETP
Holders on the Exchange that qualify for the Retail Tiers and thus
provide ETP Holders an opportunity to receive enhanced rebates by
quoting and trading more on the Exchange. The Exchange notes that the
proposed fee of $0.0025 per share for Retail Orders impacted by this
proposed rule change is lower than the standard fee for orders on the
Exchange that remove liquidity.
The Exchange believes the proposed rule change would continue to
encourage additional liquidity on the Exchange. The Exchange does not
know how much Retail Order flow ETP Holders choose to route to other
exchanges or to off-exchange venues. Without having a view of ETP
Holders' activity on other markets and off-exchange venues, the
Exchange has no way of knowing how this proposed rule change would
impact ETP Holders in terms of the number of Retail Orders directed to
the Exchange or to other trading venues.
The Exchange believes that it is reasonable to charge ETP Holders a
fee for Retail Orders with a time-in-force of Day that remove liquidity
and exceed a specified monthly shares threshold. The Exchange notes
that other marketplaces offer various incentives based on trading
activity. For instance, pursuant to its Retail Order Process, Nasdaq
charges a fee of $0.0025 per share for shares executed in excess of 8
million shares in the month that remove liquidity while not charging a
fee for shares executed below 8 million shares in the month that remove
liquidity.\11\
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\11\ See RFTY Strategies (Retail Order Process) at <a href="https://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2">https://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2</a>.
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\12\ in general, and furthers the
objectives of Sections 6(b)(4) and (5) of the Act,\13\ in particular,
because it provides for the equitable allocation of reasonable dues,
fees, and other charges among its members, issuers and other persons
using its facilities and does not unfairly discriminate between
customers, issuers, brokers or dealers.
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\12\ 15 U.S.C. 78f(b).
\13\ 15 U.S.C. 78f(b)(4) and (5).
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The Proposed Fee Change Is Reasonable
As discussed above, the Exchange operates in a highly fragmented
and competitive market. The Commission has repeatedly expressed its
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. Specifically,
in Regulation NMS, 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.'' \14\
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\14\ See supra note 5.
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Given this competitive environment, the proposal represents a
reasonable attempt to attract additional order flow to the Exchange.
As noted above, the competition for Retail Order flow is stark
given the amount of retail limit orders that are routed to non-exchange
venues. The Exchange believes that the ever-shifting market share among
the exchanges from month to month demonstrates that market participants
can shift order flow, or discontinue or reduce use of certain
categories of products, in response to fee changes. ETP Holders can
choose from any one of the 16 currently operating registered exchanges,
and numerous off-exchange venues, to route such order flow.
Accordingly, competitive forces constrain exchange transaction fees,
particularly as they relate to competing for retail orders. Stated
otherwise, changes to exchange transaction fees can have a direct
effect on the ability of an exchange to compete for order flow.
The Exchange believes it is reasonable to adopt a volume threshold
and a corresponding fee when the volume threshold is exceeded by ETP
Holders executing Retail Orders. The Exchange believes that the new
requirement will encourage increased participation from retail
liquidity providers while maintaining a competitive and performance-
based pricing structure that better reflects current market conditions
and trading volumes. The Exchange believes the proposed fee change
would continue to encourage increased participation from retail
liquidity providers and the volume threshold more closely aligns with
current market volume and is therefore a relevant benchmark. The
Exchange also believes it is reasonable to remove the ``time-in-force
of Day'' modifier for Retail Orders so that all Retail Orders, not just
those with a time-in-force of Day modifier, would not be charged a fee
or provided a credit, as provided on the Exchange's Fee Schedule for
Retail Orders that are executed against other
[[Page 54427]]
Retail Orders where both orders share the same MPID.
The Exchange believes the proposed change is also reasonable
because it is designed to attract higher volumes of Retail Orders
transacted on the Exchange by ETP Holders which would benefit all
market participants by offering greater price discovery, increased
transparency, and an increased opportunity to trade on the Exchange.
The Exchange believes that the proposal represents a reasonable
effort to provide enhanced order execution opportunities for ETP
Holders. All ETP Holders would benefit from the greater amounts of
liquidity on the Exchange, which would represent a wider range of
execution opportunities. The Exchange notes that market participants
are free to shift their order flow to competing venues if they believe
other markets offer more favorable fees and credits.
On the backdrop of the competitive environment in which the
Exchange currently operates, the proposed rule change is a reasonable
attempt to increase liquidity on the Exchange and improve the
Exchange's market share relative to its competitors.
The Proposed Fee Change Is an Equitable Allocation of Fees and Credits
The Exchange believes the proposal equitably allocates fees and
credits among market participants because all ETP Holders that
participate on the Exchange would be subject to the proposed rule
change on an equal basis. The Exchange believes its proposal equitably
allocates its fees and credits among its market participants by
fostering liquidity provision and stability in the marketplace.
The Exchange believes the proposed changes to Retail Orders are an
equitable allocation of fees because the proposed changes, taken
together, will incentivize ETP Holders to continue to direct their
Retail Order flow to the Exchange. The Exchange also believes that the
proposed rule change is equitable because it would apply to all
similarly situated ETP Holders. As previously noted, the Exchange
operates in a competitive environment, particularly as it relates to
attracting Retail Orders to the Exchange. The Exchange does not know
how much order flow ETP Holders choose to route to other exchanges or
to off-exchange venues. The Exchange believes that pricing is just one
of the factors that ETP Holders consider when determining where to
direct their order flow. Among other things, factors such as execution
quality, fill rates, and volatility, are important and deterministic to
ETP Holders in deciding where to send their order flow.
The Exchange believes that the proposed rule change equitably
allocates its fees and credits because maintaining the proportion of
Retail Orders in exchange-listed securities that are executed on a
registered national securities exchange (rather than relying on certain
available off-exchange execution methods) would contribute to
investors' confidence in the fairness of their transactions and would
benefit all investors by deepening the Exchange's liquidity pool,
supporting the quality of price discovery, promoting market
transparency and improving investor protection.
The Proposed Fee Change Is Not Unfairly Discriminatory
The Exchange believes that the proposed rule change is not unfairly
discriminatory. In the prevailing competitive environment, ETP Holders
are free to disfavor the Exchange's pricing if they believe that
alternatives offer them better value. Moreover, the proposal neither
targets nor will it have a disparate impact on any particular category
of market participant. The Exchange believes that the proposal does not
permit unfair discrimination because the proposal would be applied to
all similarly situated ETP Holders and all ETP Holders would be
similarly subject to the proposed changes. Accordingly, no ETP Holder
already operating on the Exchange would be disadvantaged by the
proposed allocation of fees. The Exchange further believes that the
proposed change would not permit unfair discrimination among ETP
Holders because the general and tiered rates are available equally to
all ETP Holders.
As described above, in today's competitive marketplace, order flow
providers have a choice of where to direct liquidity-providing order
flow, in particular, Retail Orders. The Exchange notes that the
submission of Retail Orders is optional for ETP Holders in that they
could choose whether to submit Retail Orders and, if they do, the
extent of its activity in this regard. The Exchange believes that it is
subject to significant competitive forces, as described below in the
Exchange's statement regarding the burden on competition.
For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\15\ the Exchange
believes that the proposed rule change would not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. Instead, as discussed above, the Exchange believes
that the proposed changes would encourage the submission of additional
liquidity to a public exchange, thereby promoting market depth, price
discovery and transparency and enhancing order execution opportunities
for ETP Holders. As a result, the Exchange believes that the proposed
change furthers the Commission's goal in adopting Regulation NMS of
fostering integrated competition among orders, which promotes ``more
efficient pricing of individual stocks for all types of orders, large
and small.'' \16\
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\15\ 15 U.S.C. 78f(b)(8).
\16\ See supra note 5.
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Intramarket Competition. The Exchange believes the proposed rule
change does not impose any burden on intramarket competition that is
not necessary or appropriate in furtherance of the purposes of the Act.
The Exchange does not believe that the proposed change represents a
significant departure from previous pricing offered by the Exchange or
its competitors. The proposed change is designed to attract additional
order flow to the Exchange. The Exchange believes that the proposed
changes would continue to incentivize market participants to direct
order flow to the Exchange. Greater overall order flow, trading
opportunities, and pricing transparency would benefit all market
participants on the Exchange by enhancing market quality and would
continue to encourage ETP Holders to send their orders to the Exchange,
thereby contributing towards a robust and well-balanced market
ecosystem. All ETP Holders would be subject to the proposed changes,
and, as such, the proposed changes would not impose a disparate burden
on competition among market participants on the Exchange. As noted, the
proposal would apply to all similarly situated ETP Holders on the same
and equal terms, who would benefit from the changes on the same basis.
Accordingly, the proposed change would not impose a disparate burden on
competition among market participants on the Exchange.
Intermarket Competition. The Exchange believes the proposed rule
change does not impose any burden on
[[Page 54428]]
intermarket competition that is not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange operates in a
highly competitive market in which market participants can readily
choose to send their orders to other exchanges and off-exchange venues
if they deem fee levels at those other venues to be more favorable. As
noted above, the Exchange's market share of intraday trading (i.e.,
excluding auctions) is currently less than 10%. In such an environment,
the Exchange must continually adjust its fees and rebates to remain
competitive with other exchanges and with off-exchange venues. Because
competitors are free to modify their own fees and credits in response,
and because market participants may readily adjust their order routing
practices, the Exchange does not believe this proposed fee change would
impose any burden on intermarket competition.
The Exchange believes that the proposed change could promote
competition between the Exchange and other execution venues, including
those that currently offer similar order types and comparable
transaction pricing, by encouraging additional orders to be sent to the
Exchange for execution.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Pursuant to Section 19(b)(3)(A)(ii) of the Act,\17\ and Rule 19b-
4(f)(2) thereunder \18\ the Exchange has designated this proposal as
establishing or changing a due, fee, or other charge imposed on any
person, whether or not the person is a member of the self-regulatory
organization, which renders the proposed rule change effective upon
filing. 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.
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\17\ 15 U.S.C. 78s(b)(3)(A)(ii).
\18\ 17 CFR 240.19b-4.
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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#9fedeaf3fab2fcf0f2f2faf1ebecdfecfafcb1f8f0e9"><span class="__cf_email__" data-cfemail="80f2f5ece5ade3efedede5eef4f3c0f3e5e3aee7eff6">[email protected]</span></a>. Please include
file number SR-NYSEARCA-2025-75 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-NYSEARCA-2025-75. 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-NYSEARCA-2025-75 and should be submitted
on or before December 17, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-21125 Filed 11-25-25; 8:45 am]
BILLING CODE 8011-01-P
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