Notice2025-21398
Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Schedule of Fees and Rebates
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Published
November 28, 2025
Issuing agencies
Securities and Exchange Commission
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<title>Federal Register, Volume 90 Issue 227 (Friday, November 28, 2025)</title>
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[Federal Register Volume 90, Number 227 (Friday, November 28, 2025)]
[Notices]
[Pages 54829-54832]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-21398]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104244; File No. SR-NYSENAT-2025-24]
Self-Regulatory Organizations; NYSE National, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its
Schedule of Fees and Rebates
November 24, 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 National, Inc. (``NYSE National'' 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 Schedule of Fees and Rebates
(``Fee Schedule'') to (1) eliminate the rebate currently provided for
non-tiered orders removing liquidity in securities priced at or above
$1.00 that do not execute at a price better than the contra-side NBBO;
and (2) add new Removing Tier 4. The proposed 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 its Schedule of Fees and Rebates
(``Fee Schedule'') to (1) eliminate the rebate currently provided for
non-tiered orders removing liquidity in securities priced at or above
$1.00 that do not execute at a price better than the contra-side NBBO;
and (2) add Removing Tier 4.
The proposed changes respond to the current competitive environment
where order flow providers have a choice of where to direct liquidity-
providing and liquidity-removing orders by offering further incentives
for ETP Holders to send additional removing liquidity to the Exchange.
The Exchange proposes to implement the rule change on October 1,
2025.
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. 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.'' \3\
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\3\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005) (S7-10-04) (Final Rule)
(``Regulation NMS'').
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As the Commission itself has recognized, the market for trading
services in NMS stocks has become ``more fragmented and competitive.''
\4\ Indeed, cash equity trading is currently dispersed across 16
exchanges,\5\ numerous alternative trading systems,\6\ and numerous
broker-dealer internalizers and wholesalers, all competing for order
flow. Based on publicly-available information, no
[[Page 54830]]
single exchange has more than 20% of the market.\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
2%.\8\
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\4\ See Securities Exchange Act Release No. 51808, 84FR 5202,
5253 (February 20, 2019) (File No. S7-05-18) (Transaction Fee Pilot
for NMS Stocks Final Rule) (``Transaction Fee Pilot'').
\5\ 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>. 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="http://markets.cboe.com/us/equities/market_share/">http://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 products, in
response to fee changes. While it is not possible to know a firm's
reason for moving order flow, the Exchange believes that one such
reason is because of fee changes at any of the registered exchanges or
non-exchange trading venues to which a firm routes order flow. These
fees can vary from month to month, and not all are publicly available.
With respect to non-marketable order flow that would provide liquidity
on an exchange, ETP Holders can choose from any one of the 16 currently
operating registered exchanges to route such order flow. Accordingly,
competitive forces constrain the Exchange's transaction fees, and
market participants can readily trade on competing venues if they deem
pricing levels at those other venues to be more favorable.
The Exchange utilizes a ``taker-maker'' or inverted fee model to
attract orders that provide liquidity at the most competitive prices.
Under the taker-maker model, offering rebates for taking (or removing)
liquidity increases the likelihood that market participants will send
orders to the Exchange to trade with liquidity providers' orders. This
increased taker order flow provides an incentive for market
participants to send orders that provide liquidity. The Exchange
generally charges fees for order flow that provides liquidity. These
fees are reasonable due to the additional marketable interest (in part
attracted by the Exchange's rebate to remove liquidity) with which
those order flow providers can trade.
Proposed Rule Change
To respond to this competitive environment, the Exchange proposes
the following changes to its Fee Schedule designed to provide order
flow providers with additional incentives to route order flow to the
Exchange. As described above, ETP Holders have a choice of where to
send their order flow.
First, the Exchange proposes to remove its current rebate of
$0.0016 per share for non-tiered orders removing liquidity in
securities priced at or above $1.00 that do not execute at a price
better than the contra-side NBBO. Under the proposal, such orders would
receive no rebate. The Exchange already provides no rebate for removing
liquidity that executes at a price better than the contra-side NBBO,
and that would remain unchanged.
The Exchange believes that eliminating the rebate for non-tiered
orders described above is competitive and would still incentivize ETP
Holders to send liquidity-removing orders to the Exchange. Even with
the removal of the rebate, the Exchange's charges for non-tiered orders
removing liquidity in securities priced at or above $1.00 would still
be more advantageous to ETP Holders than comparable rates at at least
one of the Exchange's competitors.\9\
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\9\ See, e.g., Nasdaq BX Exchange Fee Schedule, available at
<a href="https://www.nasdaqtrader.com/trader.aspx?id=bx_pricing">https://www.nasdaqtrader.com/trader.aspx?id=bx_pricing</a> (providing
$0.0007 standard fee for removing displayed liquidity).
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Second, in conjunction with removing the rebate for non-tiered
orders described above, the Exchange also proposes to introduce new
Removing Tier 4. Under the proposed Removing Tier 4, the Exchange would
provide a rebate of $0.0010 per share to ETP Holders that remove
liquidity for orders that do not execute at a price better than the
contra-side NBBO from the Exchange in securities with a per share price
of $1.00 or more and that have at least 50,000 Adding ADV.
The Exchange believes that this change will incentivize more ETP
Holders to route liquidity-adding order flow to the Exchange to meet
the tier requirements for Removing Tier 4. For ETP Holders that cannot
meet the higher requirements of current Removing Tier 3, the Exchange
believes that the addition of proposed Removing Tier 4 would encourage
additional removing order flow to the Exchange by providing a $0.0010
per share rebate for orders that do not execute at a price better than
the contra-side NBBO for ETP Holders that meet the 50,000 Adding ADV
requirement. The Exchange believes that the increased order flow that
may result from these proposed changes would in turn support the
quality of price discovery on the Exchange and provide additional price
improvement opportunities for incoming orders.
As noted, the Exchange operates in a competitive environment. The
Exchange does not know how much order flow ETP Holders choose to route
to other exchanges or to off-exchange venues. Based on the profile of
firms generally, the Exchange believes that with the proposed change,
additional ETP Holders could choose to direct order flow to the
Exchange. Without having a view of ETP Holders' activity on other
exchanges and off-exchange venues, the Exchange has no way of knowing
whether this proposed rule change would result in any additional ETP
Holders directing orders to the Exchange.
The proposed changes are not otherwise intended to address any
other issues, and the Exchange is not aware of any problems that ETP
Holders 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,\10\ in general, and furthers the
objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\11\ 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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\10\ 15 U.S.C. 78f(b).
\11\ 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.'' \12\ 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.'' \13\
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\12\ See Regulation NMS, supra note 4, at 37499.
\13\ 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
[[Page 54831]]
currently operates, the proposed rule change is a reasonable attempt to
incentivize member organizations to direct order flow to the Exchange
and provide additional liquidity in order to qualify for favorable
pricing and rebates, thereby contributing to depth and market quality
on the Exchange.
The Proposed Change Is Reasonable
The Exchange believes that the proposal represents a reasonable
attempt to attract additional order flow to the Exchange while
realigning the Exchange's fees with those charged by other markets. The
current rebate of $0.0016 for non-tiered orders removing liquidity in
securities priced at or above $1.00 that do not execute at a price
better than the contra-side NBBO has not operated in the way the
Exchange anticipated, in that it did not drive significant volume from
ETP Holders that do not qualify for Removing Tiers. As such, the
Exchange proposes to remove it. Even with the removal of the rebate,
however, the Exchange's pricing will remain competitive when compared
to the fees charged by at least one other market for non-tiered orders
removing liquidity.\14\
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\14\ See supra note 10.
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Additionally, the Exchange believes that proposed Removing Tier 4
is reasonable. For ETP Holders that cannot meet the higher requirements
of current Removing Tier 3, the Exchange believes that the addition of
proposed Removing Tier 4 would encourage additional removing order flow
to the Exchange by providing a $0.0010 per share rebate for ETP Holders
that meet the 50,000 Adding ADV requirement.
The Exchange believes that the proposal represents a reasonable
effort to promote price discovery and 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 Proposal Is an Equitable Allocation of Fees and Rebates
The Exchange believes the proposed rule change equitably allocates
its fees among its market participants. The proposed change would
continue to encourage ETP Holders to both submit removing liquidity to
the Exchange and execute orders on the Exchange, thereby contributing
to robust levels of liquidity, to the benefit of all market
participants.
The Exchange believes that eliminating the rebate of $0.0016 for
non-tiered orders removing liquidity in securities priced at or above
$1.00 that do not execute at a price better than the contra-side NBBO
and adding Removing Tier 4 is an equitable allocation of fees and
credits. Even with the removal of the rebate for non-tiered orders
removing liquidity, the Exchange's fees will remain competitive when
compared to the fees charged by at least one other market for non-
tiered orders removing liquidity.\15\ To the extent that the proposed
change attracts order flow to the Exchange, this order flow would make
the Exchange a more competitive venue for, among other things, order
execution. Thus, the Exchange believes the proposed rule change would
continue to improve market quality for all market participants on the
Exchange and, as a consequence, continue to attract more order flow to
the Exchange, thereby improving market-wide quality and price
discovery.
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\15\ See supra note 10.
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The Exchange further believes that the proposal constitutes an
equitable allocation of fees and credits because all similarly situated
ETP Holders and other market participants would be eligible for the
same general and tiered rebates for removing liquidity. Moreover, the
proposed change is equitable because the proposed rebates would apply
equally to all similarly situated ETP Holders. The proposal neither
targets nor will it have a disparate impact on any particular category
of market participant.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal 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 subject to the same change to the
rebate for non-tiered orders and the addition of Removing Tier 4.
Accordingly, no ETP Holder already operating on the Exchange would be
disadvantaged by the proposed allocation of fees and credits.
The Exchange further believes that the proposed change would not
permit unfair discrimination among ETP Holders because the non-tiered
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 order flow, and the Exchange believes there
are additional ETP Holders that could qualify if they chose to direct
their order flow to the Exchange.
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,\16\ 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 change would encourage the submission of additional
liquidity and order flow to a public exchange, thereby 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 competition among orders, which
promotes ``more efficient pricing of individual stocks for all types of
orders, large and small.'' \17\
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\16\ 15 U.S.C. 78f(b)(8).
\17\ 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. As described above, the Exchange
believes that the proposed change would continue to incentivize market
participants to direct liquidity-removing orders to the Exchange.
Greater liquidity benefits all market participants on the Exchange by
providing more trading opportunities and encourages ETP Holders to send
orders, thereby contributing to robust levels of liquidity. The
proposed changes would be available to all similarly-situated market
participants, and thus, 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 exchanges 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
[[Page 54832]]
fees and rebates to remain competitive with other exchanges and off-
exchange venues. Because competitors are free to modify their own fees
and rebates 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.
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,\18\ and Rule 19b-
4(f)(2) thereunder \19\ 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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\18\ 15 U.S.C. 78s(b)(3)(A)(ii).
\19\ 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#b1c3c4ddd49cd2dedcdcd4dfc5c2f1c2d4d29fd6dec7"><span class="__cf_email__" data-cfemail="4230372e276f212d2f2f272c3631023127216c252d34">[email protected]</span></a>. Please include
file number SR-NYSENAT-2025-24 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-NYSENAT-2025-24. 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-NYSENAT-2025-24 and should be submitted
on or before December 19, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
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\20\ 17 CFR 200.30-3(a)(12).
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Stephanie J. Fouse,
Assistant Secretary.
[FR Doc. 2025-21398 Filed 11-26-25; 8:45 am]
BILLING CODE 8011-01-P
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