Notice2025-21127
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend its Price List
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
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 54428-54433]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-21127]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104239; File No. SR-NYSE-2025-39]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend its Price List
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, New York Stock Exchange LLC (``NYSE'' 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 its Price List to (1) amend the
requirements to qualify for Adding Credit Tier 7; (2) eliminate certain
underutilized fees for transactions that remove liquidity from the
Exchange; and (3) revise certain credits for removing liquidity in Tape
C securities. 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.
[[Page 54429]]
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 its Price List to (1) amend the
requirements to qualify for Adding Credit Tier 7; (2) eliminate certain
underutilized fees for transactions that remove liquidity from the
Exchange; and (3) revise certain credits for removing liquidity in Tape
C securities.
The proposed changes respond to the current competitive environment
by incentivizing submission of additional liquidity in Tapes B and C
securities to a public exchange.
The Exchange proposes to implement the fee changes effective
October 1, 2025.
Background
Current Market and Competitive Environment
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.'' \3\
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\3\ 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.'' \4\ Indeed, cash equity trading is currently dispersed
across 16 exchanges,\5\ numerous alternative trading systems,\6\ and
broker-dealer internalizers and wholesalers, all competing for order
flow. Based on publicly-available information, no single exchange
currently has more than 20% market share.\7\ Therefore, no exchange
possesses significant pricing power in the execution of cash equity
order flow. More specifically, the Exchange's share of executed volume
of equity trades in Tapes A, B and C securities is less than 12%.\8\
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\4\ 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).
\5\ 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>.
\6\ 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>.
\7\ See Cboe Global Markets 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>.
\8\ 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 the firm routes order flow. Accordingly, competitive forces
compel the Exchange to use exchange transaction fees and credits
because market participants can readily trade on competing venues if
they deem pricing levels at those other venues to be more favorable.
In response to this competitive environment, the Exchange has
established incentives for its member organizations who submit orders
that remove liquidity on the Exchange. The Exchange believes that the
proposed changes, taken together, will incentivize submission of
additional liquidity in Tape B and Tape C securities to a public
exchange, thereby promoting price discovery and transparency and
enhancing order execution opportunities for member organizations.
Proposed Rule Change
Adding Credit Tier 7
The Exchange currently offers a Tier 7 Adding Credit for orders in
Tape A, B and C Securities, other than MPL orders, that add liquidity
to the Exchange if the member organization's adding average daily
volume (``ADV'') is at least:
<bullet> 0.175% of Tape A, excluding liquidity added as a
Supplemental Liquidity Provider and as a Designated Market Maker
(``DMM''), and
<bullet> 0.02% of Tape B and Tape C combined for Non-Display
Reserve orders, excluding liquidity added as a DMM.
A member organization meeting these requirements currently receives
a credit of $0.0029 for Displayed Orders and a credit of $0.0018 for
Non-Displayed Orders. In addition, member organizations that meet the
above requirements receive an incremental credit for adding orders that
set the NBBO \9\ or BBO \10\ of $0.0007 for Tape A securities and
$0.0006 for Tape B and C securities.
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\9\ See Rule 1.1(q) (defining ``NBBO'' to mean the national best
bid or offer).
\10\ See Rule 1.1(c) (defining ``BBO'' to mean the best bid or
offer on the Exchange).
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The Exchange proposes to add third requirement to qualify for the
credits. As proposed, a member organization ADV would also need 0.15%
of Tape B and Tape C combined Adding ADV, excluding liquidity added as
a DMM. The Exchange proposes no additional changes to the Tier 7 Adding
Credit.
The purpose of this proposed change is to incentivize member
organizations to increase the liquidity-providing orders in the Tape B
and C securities that they send to the Exchange, which would support
the quality of price discovery on the Exchange and provide additional
liquidity for incoming orders. As noted above, the Exchange operates in
a competitive environment, particularly as it relates to attracting
non-marketable orders, which add liquidity to the Exchange. The
Exchange believes that requiring member organizations to meet specific
Adding ADV requirements in Tape B and C combined in order to qualify
for Tier 7 credits is also reasonable because it would encourage
additional liquidity on the Exchange and because market participants
would benefit from the greater amounts of liquidity and potentially
narrower spreads present on the Exchange. The Exchange believes that
additional member organizations would qualify for the credits by
increasing the amount of Tape B and C combined adding ADV. However,
without having a view of member organization's activity on other
exchanges and off-exchange venues, the Exchange has no way of knowing
whether this proposed rule change would result in any member
organization directing orders to the Exchange in order to qualify for
the new tier.
Changes to Liquidity Removing Fees
Currently, the Exchange sets forth the fees for removing liquidity
from the Exchange in Tape A securities in a different section of the
Price List from fees for removing liquidity in Tape B and C securities,
which are grouped
[[Page 54430]]
with credits for adding liquidity in Tape B and C securities under
their own heading in the Price List. The Exchange proposes to delete
certain underutilized fees and amend the fees for removing liquidity,
as follows.
Deletion of Underutilized Removing Fees
In September 2023, the Exchange modified the rates and requirements
for certain fees for removing liquidity in Tapes B and C securities.
Specifically, for non-Floor broker transactions that remove liquidity
from the Exchange (i.e., when taking liquidity from the NYSE), the
Exchange adopted a fee of $0.00300 in Tape A securities and retained a
fee of $0.00295 for Tape B and C securities where the member
organization has 0.05% Adding ADV of Tape A CADV. Similarly, for non-
Floor broker transactions that remove liquidity from the Exchange, the
Exchange adopted a fee of $0.00295 in Tape A securities and retained a
fee of $0.00290 for Tape B and C securities where the member
organization has 0.10% Adding ADV of Tape A CADV and 0.007% Adding ADV
in Tape B and Tape C CADV combined during the billing month. The
purpose of the changes was to incentivize member organizations to
submit additional liquidity in Tape A, B and Tape C securities to a
public exchange, thereby promoting price discovery and transparency and
enhancing order execution opportunities for member organizations.
The Exchange proposes to eliminate and remove both fees in their
entirety. The fees have been underutilized by member organizations
insofar as they have not encouraged member organizations to increase
their liquidity volume in response to these lower fees as the Exchange
had anticipated it would since the fees were adopted. The Exchange does
not anticipate that any additional member organization in the near
future would qualify for either fee that is the subject of this
proposed rule change. The proposed change is not otherwise intended to
address other issues, and the Exchange is not aware of any significant
problems that market participants would have in complying with the
proposed changes.
Charges for Removing Liquidity
The Exchange currently offers a fee of $0.00290 in Tape A
securities and a fee of $0.00285 in Tape B and C securities for non-
Floor broker transactions where the member organization has 0.30%
Adding ADV in Tape A CADV and 0.01% Adding ADV in Tape B and Tape C
CADV combined during the billing month. The Exchange proposes to modify
both fees. As proposed, the Exchange would offer a fee of 0.00300 in
Tape A securities and a fee of $0.00295 in Tape B and C securities
based on the current requirements, which would remain unchanged.
Similarly, the Exchange currently offers a fee of $0.00285 in Tape
A securities and a fee of $0.00285 in Tape B and C securities for non-
Floor broker transactions where the member organization has 1.05%
Adding ADV in Tape A CADV and 0.01% Adding ADV in Tape B and Tape C
CADV combined during the billing month or .05% Adding ADV in Tape A
CADV and operates a DMM unit that is registered as a DMM in at least 25
securities. The Exchange proposes to modify both fees. As proposed, the
Exchange would offer a fee of 0.00290 for Tape A, Tape B and C
securities based on the current requirements, which would remain
unchanged.
Charges for Removing Liquidity in Tape B and C Securities
For Tape B and C securities, the Exchange currently offers a Remove
Tier for securities at or above $1.00 for member organizations that
have a minimum amount of Adding ADV in which the Exchange offers two
fees for member organizations removing liquidity in Tape C securities.
First, the Exchange offers a $0.0026 per share fee for removing in Tape
C securities if the member organizations achieves a 0.25% Adding Tape C
percentage of Tape C CADV. Second, the Exchange offers a $0.0027 per
share fee for removing in Tape C securities if the member organization
achieves a 0.10% Adding Tape C percentage of Tape C CADV. The Exchange
proposes to modify both credits. As proposed, the Exchange would offer
a fee of 0.0027 for removing in Tape C securities if the member
organizations achieves a 0.25% Adding Tape C percentage of Tape C CADV,
and a $0.0028 per share fee for removing in Tape C securities if the
member organization achieves a 0.10% Adding Tape C percentage of Tape C
CADV. The current requirements to qualify for the fees would remain
unchanged. The proposed changes are not otherwise intended to address
other issues, and the Exchange is not aware of any significant problems
that market participants would have in complying with the proposed
changes.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\11\ in general, and furthers the
objectives of Sections 6(b)(4) and (5) of the Act,\12\ 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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\11\ 15 U.S.C. 78f(b).
\12\ 15 U.S.C. 78f(b)(4) & (5).
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As discussed above, 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.'' \13\ 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.'' \14\
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\13\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37495, 37499 (June 29, 2005) (S7-10-04) (Final Rule)
(``Regulation NMS'').
\14\ 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).
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In light of the competitive environment in which the Exchange
currently operates, the proposed rule change is a reasonable attempt to
incentivize member organizations to direct order flow to the Exchange
and provide meaningful added levels of liquidity in order to qualify
for credits, thereby contributing to depth and market quality on the
Exchange.
The Proposed Change Is Reasonable
Adding Credit Tier 7
The proposed changes to Adding Credit Tier 7 are reasonable.
Specifically, the Exchange believes that the proposed changes to the
requirements to qualify for the adding tier would provide additional
incentives for member organizations to send additional liquidity
providing orders to the Exchange in Tape B and C securities. As noted
above, the Exchange
[[Page 54431]]
operates in a highly competitive environment, particularly for
attracting non-marketable order flow that provides liquidity on an
exchange. The Exchange believes that the additional requirement to
qualify for Adding Credit Tier 7 is reasonable because the proposed
requirement would encourage additional liquidity on the Exchange and
because market participants benefit from the greater amounts of
displayed and non-displayed liquidity present on the Exchange. As
previously noted, without a view of member organization activity on
other exchanges and off-exchange venues, the Exchange has no way of
knowing whether the proposed rule change would result in any member
organization qualifying for the tier. The Exchange believes the
proposed credit is reasonable as it would provide an incentive for
member organizations to direct their order flow to the Exchange and
provide meaningful added levels of liquidity in order to qualify for
the credits, thereby contributing to depth and market quality on the
Exchange.
Changes to Liquidity Removing Fees
Deletion of Underutilized Removing Fees
The Exchange believes that the proposed elimination of the
underutilized remove tier fees is reasonable because member
organizations have underutilized these fees. As noted, member
organizations have not increased adding liquidity since they were
adopted as the Exchange had anticipated. The Exchange does not
anticipate that any additional member organization in the near future
would qualify for the tiered fees that is the subject of this proposed
rule change. The Exchange believes it is reasonable to eliminate fees
when such incentives become underutilized. The Exchange also believes
eliminating underutilized incentives would add clarity and transparency
to the Price List.
Charges for Removing Liquidity
The Exchange believes that the proposal to revise the rates for
fees for transactions that remove liquidity from the Exchange are
reasonable. The purpose of these changes is to encourage additional
liquidity on the Exchange because market participants would benefit
from the greater amounts of liquidity present on a public exchange to
achieve lower fees for removing liquidity. The Exchange believes that
the proposed fees will incentivize additional liquidity to a public
exchange to qualify for lower fees for removing liquidity on those
tapes, thereby promoting price discovery and transparency and enhancing
order execution opportunities for member organizations. The proposal is
thus reasonable because all member organizations would benefit from
such increased levels of liquidity.
Charges for Removing Liquidity in Tape B and C Securities
The Exchange believes that the proposed incentives relating to
removing liquidity in Tape C securities are a reasonable way to
incentivize member organizations to remove liquidity on a public
exchange. Specifically, the proposal to increase fees for member
organizations removing liquidity in Tape C securities of $0.0027 and
$0.0028 would incentivize member organizations to send additional
liquidity from the Exchange to qualify for the tiers, thereby
increasing the number of orders adding liquidity that are executed on
the Exchange to achieve the tier requirements which improves overall
liquidity on a public exchange and resulting in lower costs for member
organizations that qualify for the rate. Without having a view of a
member organization's activity on other markets and off-exchange
venues, the Exchange believes the proposed credits would provide an
incentive for member organizations to remove additional liquidity from
the Exchange in Tape C securities.
The Proposal Is an Equitable Allocation of Fees
The Exchange believes the proposal equitably allocates fees and
credits among market participants because all member organizations that
participate on the Exchange may qualify for the proposed credits and
fees 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.
Adding Credit Tier 7
The Exchange believes that the proposal to change the requirements
to qualify for the adding tier is equitable because it would encourage
additional liquidity on the Exchange and because market participants
benefit from the greater amounts of liquidity present on the Exchange.
As described above, member organizations with liquidity providing
orders have a choice of where to send those orders. The Exchange
believes the proposed rule change would improve market quality for all
market participants on the Exchange and, as a consequence, attract more
liquidity to the Exchange, thereby improving market-wide quality and
price discovery. However, without having a view of member
organization's activity on other exchanges and off-exchange venues, the
Exchange has no way of knowing whether this proposed rule change would
result in any member organization directing orders to the Exchange in
order to qualify for the tier based on the revised requirements. The
Exchange believes the proposed revision to the requirements is
reasonable and would provide an additional incentive for member
organizations to direct their order flow to the Exchange and provide
meaningful added levels of liquidity in order to qualify for the higher
credits, thereby contributing to depth and market quality on the
Exchange. The proposal neither targets nor will it have a disparate
impact on any particular category of market participant. All member
organizations would be eligible to qualify for the tier based on the
revised requirements if they meet the existing and proposed adding
liquidity requirements for the tier. As to those market participants
that do not presently qualify for the adding liquidity credits, the
propose revised requirements could allow those member organizations to
qualify for a credit. The proposal will also not adversely impact their
ability to qualify for other credits provided by the Exchange.
Changes to Liquidity Removing Fees
Deletion of Underutilized Removing Fees
The Exchange believes the proposal equitably allocates fees among
its market participants because the underutilized fees the Exchange
proposes to eliminate would be eliminated in their entirety, and would
no longer be available to any member organization in any form.
Similarly, the Exchange believes the proposal equitably allocates fees
among its market participants because elimination of the underutilized
fees would apply to all similarly-situated member organizations that
remove liquidity from the Exchange on an equal basis. All such member
organizations would continue to be subject to the same fee structure,
and access to the Exchange's market would continue to be offered on
fair and nondiscriminatory terms.
Charges for Removing Liquidity
The Exchange believes that, for the reasons discussed above, the
proposed changes taken together, will incentivize member organizations
to send additional adding liquidity to achieve lower fees when removing
liquidity in Tape A, Tape B and Tape C securities
[[Page 54432]]
from the Exchange, thereby increasing the number of orders that are
executed on the Exchange, promoting price discovery and transparency
and enhancing order execution opportunities and improving overall
liquidity on a public exchange. The Exchange also believes that the
proposed change is equitable because it would apply to all similarly
situated member organizations that remove liquidity from the Exchange.
As previously noted, the Exchange operates in a competitive
environment, particularly as it relates to attracting non-marketable
orders, which add liquidity to the Exchange. The Exchange does not know
how much order flow member organizations choose to route to other
exchanges or to off-exchange venues, and the Exchange does not know how
many member organizations could qualify for the new remove fees based
on their current trading profile on the Exchange and if they choose to
direct order flow to the NYSE. However, without having a view of member
organization's activity on other exchanges and off-exchange venues, the
Exchange has no way of knowing whether this proposed rule change would
result in any member organization directing orders to the Exchange.
Charges for Removing Liquidity in Tape C Securities
The Tape C incentives for removing liquidity equitably allocate
fees among the Exchange's market participants because all member
organizations that participate on the Exchange may receive the proposed
fees if they elect to send their orders to the Exchange and meet the
corresponding requirements. Without having a view of member
organization's activity on other markets and off-exchange venues, the
Exchange has no way of knowing whether this proposed rule change would
result in any member organizations sending more of their orders to the
Exchange. The Exchange cannot predict with certainty how many member
organizations would avail themselves of this opportunity, but
additional orders would benefit all market participants because it
would provide greater execution opportunities on the Exchange. The
Exchange also believes that the proposed change is equitable because it
would apply to all similarly situated member organizations that remove
liquidity in Tape C securities. The proposal neither targets nor will
it have a disparate impact on any particular category of market
participant. Specifically, the Exchange believes that the proposal
constitutes an equitable allocation of fees because all similarly
situated member organizations would be eligible for the same fees if
they meet the corresponding qualification requirements for the fee.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. In the prevailing competitive environment, member
organizations are free to disfavor the Exchange's pricing if they
believe that alternatives offer them better value.
Adding Credit Tier 7
The Exchange believes it is not unfairly discriminatory to provide
an additional requirement to qualify for the Adding Credit Tier 7
credits because the additional requirement would be provided on an
equal basis to all member organizations that add liquidity. Further,
the Exchange believes the proposal would incentivize member
organizations that meet the new tiered requirements to direct their
order flow to the Exchange and provide meaningful added levels of
liquidity in order to qualify for the credits, thereby contributing to
depth and market quality on the Exchange. The proposal neither targets
nor will it have a disparate impact on any particular category of
market participant. All member organizations that provide liquidity
could be eligible to qualify for the credits if the proposed additional
liquidity requirement as well as the existing requirements are met. The
Exchange believes that offering credits for providing liquidity will
continue to attract order flow and liquidity to the Exchange, thereby
providing additional price improvement opportunities on the Exchange
and benefiting investors generally. As to those market participants
that do not presently qualify for adding liquidity credits, the
proposal will not adversely impact their existing pricing or their
ability to qualify for other credits provided by the Exchange.
Changes to Liquidity Removing Fees
Deletion of Underutilized Removing Fees
The Exchange believes that the proposal is not unfairly
discriminatory because it neither targets nor will it have a disparate
impact on any particular category of market participant. The Exchange
believes that the proposal is not unfairly discriminatory because the
proposed elimination of the underutilized fees would affect all
similarly situated market participants on an equal and non-
discriminatory basis. The Exchange believes that eliminating fees that
are underutilized and ineffective would no longer be available to any
member organization on an equal basis. The Exchange also believes that
the proposed change would protect investors and the public interest
because the deletion of underutilized fees would make the Price List
more accessible and transparent.
Charges for Removing Liquidity
The Exchange believes that reconfiguring the fees for member
organizations that remove liquidity from the Exchange will incentivize
submission of additional liquidity in Tape A, B and Tape C securities
to a public exchange to qualify for the lower fees for removing
liquidity, thereby promoting price discovery and transparency and
enhancing order execution opportunities for member organizations. The
proposal does not permit unfair discrimination because the new rates
for removing liquidity in Tape A, B and C securities would be applied
to all similarly situated member organizations and other market
participants, who would all be eligible for the same fees on an equal
basis. Accordingly, no member organization already operating on the
Exchange would be disadvantaged by this allocation of fees. The
Exchange believes it is not unfairly discriminatory to provide higher
fees for removing liquidity in Tape A securities insofar as the
proposed fees would be provided on an equal basis to all member
organizations that remove liquidity by meeting the tiered requirements.
Further, the Exchange believes the proposed fee would provide an
incentive for member organizations to remove additional liquidity from
the Exchange in Tape B and C securities. The Exchange also believes
that the proposed change is not unfairly discriminatory because it is
reasonably related to the value to the Exchange's market quality
associated with higher volume. It should be noted that the submission
of orders to the Exchange is optional for member organizations in that
they could choose whether to submit orders to the Exchange and, if they
do, the extent of its activity in this regard. Lastly, the Exchange
believes that it is subject to significant competitive forces, as
described below in the Exchange's statement regarding the burden on
competition.
Charges for Removing Liquidity in Tape C Securities
The Exchange believes it is not unfairly discriminatory to provide
higher fees for removing liquidity in
[[Page 54433]]
Tape C securities because the fees would be provided on an equal basis
to all member organizations. In the prevailing competitive environment,
member organizations are free to disfavor the Exchange's pricing if
they believe that alternatives offer them better value. The Exchange
believes it is not unfairly discriminatory to provide revised fees to
encourage liquidity in Tape C securities as the proposed fees would be
provided on an equal basis to all member organizations. For the same
reason, the Exchange believes that the proposal is not unfairly
discriminatory because it neither targets nor will it have a disparate
impact on any particular category of market participant. Finally, as
noted, the submission of orders is optional for member organizations in
that they could choose whether to submit orders to the Exchange and, if
they do, they can choose the extent of their 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.
Finally, 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 member organizations. 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 Regulation NMS, 70 FR at 37498-99.
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Intramarket Competition. 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 liquidity benefits all
market participants on the Exchange by providing more trading
opportunities and encourages member organizations to send orders,
thereby contributing to robust levels of liquidity, which benefits all
market participants on the Exchange. The proposed credits would be
available to all similarly-situated market participants, and, as such,
the proposed change would not impose a disparate burden on competition
among market participants on the Exchange. As noted, the proposal would
apply to all similarly situated member organizations 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 operates in a highly
competitive market in which market participants can readily choose to
send their orders to other exchange and off-exchange venues if they
deem fee levels at those other venues to be more favorable. 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 its
proposed fee change can impose any burden on intermarket competition.
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#4133342d246c222e2c2c242f3532013224226f262e37"><span class="__cf_email__" data-cfemail="9eecebf2fbb3fdf1f3f3fbf0eaeddeedfbfdb0f9f1e8">[email protected]</span></a>. Please include
file number SR-NYSE-2025-39 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-2025-39. 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-NYSE-2025-39 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. 2025-21127 Filed 11-25-25; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on November 26, 2025.
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