Notice2025-21126
Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt a Co-Lead Incentive
Primary source
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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 54434-54437]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-21126]
[[Page 54434]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104240; File No. SR-LTSE-2025-22]
Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Adopt a Co-Lead Incentive
November 21, 2025.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on September 30, 2025, Long-Term Stock Exchange, Inc. (``LTSE''
or ``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 self-regulatory
organization. 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\ 15 U.S.C. 78a.
\3\ 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 is filing with the Securities and Exchange Commission
(``Commission'') a proposed rule change to amend the LTSE Fee Schedule
to adopt a Co-Lead Incentive designed to enhance market quality by
incentivizing market participants to provide liquidity and increase
executions on the Exchange. The Exchange proposes to implement the
changes to the fee schedule pursuant to this proposal on October 1,
2025.
The text of the proposed rule change is available at the Exchange's
website at <a href="https://longtermstockexchange.com/">https://longtermstockexchange.com/</a> and at the principal
office of the Exchange.
II. Self-Regulatory Organization's Statement of the Purpose of, and the
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 self-regulatory organization 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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to amend the Fee
Schedule to adopt a new pricing incentive, referred to by the Exchange
as the ``Co-Lead Incentive,'' designed to improve market quality on the
Exchange by providing a rebate of 40 mils per share traded ($0.40/100
shares) to any Member \4\ that quotes at least one round lot on a
displayed basis at the National Best Bid (``NBB'') or National Best
Offer (``NBO'')(together ``NBBO'') \5\ for at least 20% of the Regular
Market Session \6\ (``NBBO Time'') \7\ in at least 2,000 securities \8\
priced at or above $1.00 per share \9\ averaged across the month. As
proposed, the Exchange will determine on a daily basis the number of
securities in which each of a Member's MPIDs meets the 20% NBBO Time
requirement (``quoting requirement'') for that day. The Exchange will
then aggregate the number of securities for each of a Member's MPIDs
that have met the quoting requirement to determine the total number of
securities in which such Member meets the quoting requirement for that
day.\10\ However, a single security in which more than one of such
Member's MPIDs meets the quoting requirement for that day will only be
counted once for this purpose.\11\
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\4\ See LTSE Rule 1.160(w).
\5\ ``NBBO'' means the national best bid or best offer, as set
forth in Rule 600(b) of Regulation NMS under the Act, as set forth
in LTSE Rule 11.410(b). See LTSE Fee Schedule.
\6\ See LTSE Rule 1.160(kk).
\7\ The term ``NBBO Time'' shall mean the aggregate of the
percentage of time during the Regular Market Session during which
one of a Member's MPIDs has a displayed order of at least one round
lot at the national best bid or national best offer.
\8\ LIP Enhanced Securities are excluded. ``LIP Enhanced
Securities'' shall mean a list of securities designated as such,
that are used for the purposes of qualifying for the incentives
within the LIP. The universe of these securities will be determined
by the Exchange and published on the Exchange's website. See LTSE
Fee Schedule and the published list of LIP Enhanced Securities is on
the LTSE website available at <a href="https://ltse.com/trading/fee-schedules">https://ltse.com/trading/fee-schedules</a>.
\9\ The Exchange determines whether a security is priced at or
above $1.00 per share by utilizing the closing price of the security
on the date of execution.
\10\ For example, if a Member has four (4) MPIDs and each MPID
has a NBBO Time of 20% in a different security, this will count as
four (4) securities in which such Member has met the quoting
requirement for that day.
\11\ Thus, if a Member has two (2) MPIDs that meet the quoting
requirement in the same security for a particular day, this will
only count as one security for purposes of determining the total
number of securities in which such Member has met the quoting
requirement for that day.
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Co-Lead Incentive Qualification Standard
As discussed above, to qualify for the Co-Lead Incentive, a Member
must meet the quoting requirement in an average of at least 2000
securities traded on the Exchange per trading day during the month (the
``2000 Securities Requirement'').\12\ The proposed Co-Lead Incentive is
designed to enhance market quality and increase displayed liquidity
with respect to all securities traded on the Exchange through
implementation of the 2000 Securities Requirement. In order to
determine whether a Member meets the applicable 2000 Securities
Requirements during a month, LTSE will calculate the average number of
securities in which such Member meets the quoting requirement per
trading day by summing the number of securities in which each of such
Member's MPIDs met the quoting requirement during the month then
dividing the resulting sum by the total number of trading days in the
month.\13\ The quoting requirement with respect to a security must be
met by a single MPID and LTSE will not aggregate the NBBO Time across
all of the Members MPIDs to determine if the quoting requirement has
been met.
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\12\ See note 6 [sic].
\13\ As an example, in a month with 20 trading days, if each of
such a Member's MPIDs collectively satisfied the quoting requirement
in 2020 securities for 10 of the trading days in the month, and
collectively satisfied the quoting requirement in 1999 securities
for the other 10 trading days in the month, such Member would meet
the quoting requirement in an average of 2009.5 securities (i.e.,
((2020 x 10) + (1999 x 10))/20 = 2009.5) per trading day during the
month.
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The Exchange proposes to add notes to the Fee Schedule describing
the criteria for determining whether a Member qualifies for the Co-Lead
Incentive and the related calculation methodologies described above.
For the purposes of determining qualification for the Co-Lead
Incentive, and in keeping consistent with how the Exchange determines
qualification for the LTSE Liquidity Incentive Program,\14\ the
Exchange will exclude: (1) Any trading day that the Exchange's system
experiences a disruption that lasts for more than 60 minutes during
Regular Market Session; (2) any day with a scheduled early market
close; (3) the ``Russell Reconstitution Day'' (typically the last
Friday in June). An Exchange system disruption may occur, for example,
where a certain group of securities traded on the Exchange is
unavailable for trading due to an Exchange system issue. The Exchange
[[Page 54435]]
believes that these types of Exchange system disruptions could preclude
Members from participating on the Exchange to the extent that they
might have otherwise participated on such days, and thus, the Exchange
believes it is appropriate to exclude such days when determining
whether a Member meets the applicable quoting requirements during a
month to avoid penalizing Members that might otherwise have met such
requirements. Additionally, the Exchange believes that scheduled early
market closures, which typically are the day before, or the day after,
a holiday, may preclude some Members from participating on the Exchange
at the same level that they might otherwise. For similar reasons, the
Exchange believes it is appropriate to exclude the Russell
Reconstitution Day in the same manner, as the Exchange believes that
the Russell Reconstitution Day typically has extraordinarily high, and
abnormally distributed, trading volumes and the Exchange believes this
change to normal activity may affect a Member's ability to meet the
quoting requirement across various securities on that day. The Exchange
notes that the exclusion of any day during which the Exchange's system
experiences a disruption that lasts for more than 60 minutes during
Regular Market Session any day with a scheduled early market close, and
the Russell Reconstitution Day is consistent with the LTSE Liquidity
Incentive Program when calculating certain Member trading and other
volume metrics for purposes of determining whether Members qualify for
certain pricing incentives, and the Exchange believes application of
these methodologies is similarly appropriate for the proposed Co-Lead
Incentive.\15\
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\14\ The LTSE Liquidity Incentive Program is designed to provide
greater liquidity in both LIP Enhanced Securities and LIP Standard
Securities. See LTSE Fee Schedule.
\15\ See LTSE's fee schedule on its public website available at
<a href="https://ltse.com/trading/fee-schedules">https://ltse.com/trading/fee-schedules</a>.
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Co-Lead Incentive Rebate--Rate, Scope (All MPIDs), and Exclusions
A Member that qualifies for the Co-Lead Incentive by meeting the
requirements described above during a particular month will receive an
enhanced rebate of $0.0040 per share for all displayed liquidity-adding
executions in securities (excluding LIP Enhanced Securities) priced at
or above $1.00 per share during that month. For the avoidance of doubt,
LIP Enhanced Securities are excluded from both the 2000-security
qualification count and from eligibility for the Co-Lead Incentive
rebate. The proposed enhanced rebate will apply to all displayed
liquidity adding-executions (excluding LIP Enhanced Securities and
securities priced below $1) by each MPID of a qualifying Member; thus,
if a Member qualifies for the Co-Lead Incentive as a result of its
quoting activity from one of its MPIDs during a month, the qualifying
Member will receive the proposed enhanced rebate of $0.0040 per share
for all executions (excluding LIP Enhanced Securities and securities
priced below $1) by that MPID as well as those entered by each of its
other MPIDs during that month. The Exchange notes that the proposed
enhanced rebate will only apply to executions in securities priced at
or above $1.00 (excluding LIP Enhanced Securities) while executions of
a qualifying Member's quotes in securities priced below $1.00 per share
will continue to receive the standard rebate applicable to executions
of such orders on the Exchange (i.e., 0.15% of the total dollar value
of the transaction).
The Exchange is proposing to provide the enhanced rebate for
executions of orders by qualifying Members as a means of recognizing
the value of market participants that consistently quote at the NBBO in
a large number of securities on a displayed basis. Even when such
market participants are not formally registered as market makers, they
risk capital by offering immediately executable liquidity at the price
most favorable to market participants on the opposite side of the
market. Such activity promotes price discovery and dampens volatility
and enhances the attractiveness of the Exchange as a trading venue.
Given the proposed requirements to qualify for the Co-Lead Incentive a
Member must make a significant contribution to market quality by
providing displayed liquidity at the NBBO in a large number of
securities for a significant portion of the day.
A Member that qualifies for the Co-Lead Incentive will reflect the
Member's commitment to provide meaningful and consistent support to
market quality and price discovery by extensive quoting at the NBBO in
a large number of securities. Thus, this proposal is designed to
attract displayed liquidity from firms that are willing to commit
capital to support liquidity at the NBBO. Through the proposed enhanced
rebate for qualifying Members, the Exchange hopes to provide improved
trading conditions for all market participants through narrower bid-ask
spreads and increased depth of liquidity available at the NBBO for a
large number of securities. In addition, the proposal reflects an
effort to use a financial incentive to encourage Members to make
positive commitments to promote market quality.
The Exchange notes that the proposed Co-Lead Incentive is similar
in structure and purpose to pricing programs in place at other
exchanges that are designed to enhance market quality by incentivizing
members to achieve minimum quoting standards, including minimum quoting
at the NBBO in a large number of securities, generally, or certain
designated securities, in particular.\16\ The Exchange further notes
that, like the proposed Co-Lead Incentive, these programs include as an
incentive the provision of an enhanced rebate for executions of
liquidity-adding displayed quotes for members that meet the quoting and
other requirements of those programs.
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\16\ See, e.g., the MEMX fee schedule available on its public
website, available at <a href="https://info.memxtrading.com/equities-trading-resources/us-equities-fee-schedule/">https://info.memxtrading.com/equities-trading-resources/us-equities-fee-schedule/</a> and the Displayed Liquidity
Incentive which provides an enhanced rebate for executions of
displayed orders in securities priced at or above $1.00 per share
that add liquidity to the Exchange for Members that meet certain
minimum quoting requirements across a specified number of
securities; the Nasdaq equities trading fee schedule on its public
website, available at <a href="http://www.nasdaqtrader.com/trader.aspx?id=pricelisttrading2">http://www.nasdaqtrader.com/trader.aspx?id=pricelisttrading2</a> and Nasdaq Rule Equity 7, Section
114(d) describing Nasdaq's Qualified Market Maker Program, which
provides for an additional rebate (ranging from $0.0001 to $0.0002
per share) for executions of liquidity-providing displayed orders
(other than designated retail orders) in securities across all tapes
priced at or above $1.00 per share for members that, in addition to
executing transactions that represent a specified percentage of
consolidated volume and avoiding inefficient order entry practices
that place excessive burdens on Nasdaq's systems, quote at the NBBO
at least 25% of the time during regular market hours in an average
of at least 1,000 securities per day during the month; see also the
Cboe BZX equities trading fee schedule on its public website
available at <a href="https://markets.cboe.com/us/equities/membership/fee_schedule/bzx/">https://markets.cboe.com/us/equities/membership/fee_schedule/bzx/</a>, which provides for an additional rebate (ranging
from $0.0001 to $0.0002 per share) under Cboe BZX's Liquidity
Management Program for executions of liquidity- providing displayed
orders in Tape B securities priced at or above $1.00 per share for
members that, in addition to adding a specified percentage of total
consolidated volume in Tape B securities and meeting certain other
quoting requirements with respect to a specified number of
securities designated as ``LMP Securities'' on a list determined by
Cboe BZX, quote at the NBBO at least 15% of the time during regular
trading hours in a specified number of such designated LMP
Securities (or achieve an alternative NBBO quoting standard
involving a size-setting element with respect to such designated LMP
Securities).
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In addition to the foregoing changes, the Exchange proposes to add
to the Fee Schedule definitions of the terms ``MPID'', ``quoting
requirement'' and ``Time at NBBO'' that are consistent with the
descriptions of those terms set forth above, as such terms are used in
the notes describing the calculation methodologies and criteria for
determining whether a Member qualifies for the Co-Lead Incentive.
[[Page 54436]]
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6(b) \17\ of the Act in general and
furthers the objectives of Section 6(b)(4) \18\ of the Act, in
particular, in that it is designed to provide for the equitable
allocation of reasonable dues, fees and other charges among its Members
and other persons using its facilities. Additionally, the Exchange
believes that the proposed fees are consistent with the objectives of
Section 6(b)(5) \19\ of the Act in that they are designed to promote
just and equitable principles of trade, to foster cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities, to remove impediments to a free and open market and
national market system, and, in general, to protect investors and the
public interest, and, particularly, are not designed to permit unfair
discrimination between customers, issuers, brokers, or dealers.
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\17\ 15 U.S.C. 78f(b).
\18\ 15 U.S.C. 78f(b)(4).
\19\ 15 U.S.C. 78f(b)(5).
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The Exchange operates in a highly competitive market in which
market participants can readily direct order flow to competing venues
if they deem fee levels at a particular venue to be excessive or
incentives to be insufficient. The Exchange believes that the proposed
Co-Lead Incentive Program reflects a simple and competitive pricing
structure designed to incentivize market participants to add
aggressively priced displayed liquidity and direct their order flow to
the Exchange, which the Exchange believes would promote price discovery
and price formation and deepen liquidity that is subject to the
Exchange's transparency, regulation, and oversight as an exchange,
thereby enhancing market quality to the benefit of all Members and
investors.
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.''
In particular, the Co-Lead Incentive is reasonably designed to
improve market quality on the Exchange by offering an enhanced rebate
of $0.0040 per share for executions in securities priced at or above
$1.00 (excluding LIP Enhanced Securities) where a Member meets
objective, transparent qualification criteria, namely, has an order at
the NBBO at least 20% of the Regular Market Session in an average of at
least 2,000 securities per trading day during the month. Incentivizing
significant time at the NBBO across a broad universe of symbols is
reasonably expected to promote price discovery, narrow spreads,
increase displayed liquidity, and enhance execution opportunities for
all market participants interacting on the Exchange, thereby advancing
just and equitable principles of trade and protecting investors and the
public interest.
The proposal is equitable and not unfairly discriminatory because
it is voluntary and available to all Members that satisfy the same
quantitative standards, measured and applied uniformly. The methodology
of measuring NBBO-time on a per-MPID basis, counting each security once
even if multiple MPIDs meet the threshold in that symbol, aggregating
across a Member's MPIDs for breadth, and applying the enhanced rebate
across all of the qualifying Member's MPIDs uses objective criteria
that neither target nor exclude any category of participant. Similar
quoting-standard programs adopted by other exchanges (e.g., MEMX's
Displayed Liquidity Incentive (``DLI'')) rely on comparable NBBO-time
measurements and per-symbol counting mechanics, supporting the
reasonableness of this approach.\20\
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\20\ See note 16.
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Additionally, the proposal's exclusion of (i) days with an Exchange
system disruption exceeding 60 minutes during Regular Market Session,
(ii) scheduled early market-close days, and (iii) the Russell
Reconstitution Day is reasonable and not unfairly discriminatory. These
exclusions avoid penalizing Members for atypical trading sessions that
can materially distort NBBO-time metrics and are consistent with
practices other exchanges have described for similar programs.\21\
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\21\ Id.
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In conclusion, the Exchange submits that its proposed fee structure
satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of the Act
\22\ for the reasons discussed above in that it provides for the
equitable allocation of reasonable dues, fees and other charges among
its Members and other persons using its facilities, does not permit
unfair discrimination between customers, issuers, brokers, or dealers,
and is designed to promote just and equitable principles of trade, 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, particularly as the proposal neither targets
nor will it have a disparate impact on any particular category of
market participant.
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\22\ 15 U.S.C. 78f(b)(4) and (5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\23\ the Exchange
does not believe that the proposed rule change would impose any burden
on competition that is not necessary or appropriate in furtherance of
the purposes of the Act.
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\23\ 15 U.S.C. 78f(b)(8).
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The proposal is designed to enhance the Exchange's ability to
compete for order flow by encouraging Members to quote more frequently
at the NBBO across a broad range of securities, thereby promoting
market depth, execution quality, and price discovery on the Exchange.
Other exchanges already maintain and remain free to adjust similar
quoting-based incentives and tiered pricing.\24\ To the extent the
proposal attracts additional liquidity to the Exchange, any resulting
shifts in market share are the product of, and evidence of, robust
intermarket competition that Regulation NMS seeks to foster.
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\24\ See note 16.
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The Exchange also does not believe the proposal imposes an undue
burden on intramarket competition. The qualification criteria and
enhanced rebate apply uniformly and are available to all Members on
equal terms. While some Members may more readily qualify based on
quoting activity, any differences in outcomes flow from neutral,
objective standards tied to quoting behavior that benefits overall
market quality.
More broadly, the Exchange believes the proposal supports both
intermarket and intramarket competition by encouraging order flow to a
public exchange, thereby promoting transparency, efficient pricing, and
enhanced execution opportunities for all Members. In this regard, the
proposal furthers the Commission's goal in adopting Regulation NMS of
fostering competition among orders, which promotes ``more efficient
pricing of
[[Page 54437]]
individual stocks for all types of orders, large and small.'' \25\
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\25\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37495 (June 29, 2005) (S7-10-04) (Final Rule)
(``Regulation NMS'').
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For these reasons, the Exchange does not believe such proposed
changes would impair the ability of Members or competing order
execution venues to maintain their competitive standing in the
financial markets, and therefore, the Exchange does not believe the
proposal will impose any burden on intermarket competition. Moreover,
because the proposed changes would apply equally to all Members and
Non-Members, as applicable, the Exchange does not believe the proposal
would impose any burden on intramarket competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received from Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
This proposed rule change establishes dues, fees or other charges
among its members and, as such, may take effect upon filing with the
Commission pursuant to Section 19(b)(3)(A)(ii) of the Act \26\ and
paragraph (f)(2) of Rule 19b-4 thereunder.\27\ Accordingly, the
proposed rule change would take effect upon filing with the Commission.
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\26\ 15 U.S.C. 78s(b)(3)(A)(ii).
\27\ 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 the rule
change if it appears to the Commission that the action is necessary or
appropriate in the public interest, for the protection of investors, or
would otherwise further 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#0270776e672f616d6f6f676c7671427167612c656d74"><span class="__cf_email__" data-cfemail="5c2e293039713f3331313932282f1c2f393f723b332a">[email protected]</span></a>. Please include
file number SR-LTSE-2025-22 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-LTSE-2025-22. 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-LTSE-2025-22 and should be submitted on
or before December 17, 2025.
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\28\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-21126 Filed 11-25-25; 8:45 am]
BILLING CODE 8011-01-P
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