Notice2025-21985
Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the MRX Pricing Schedule at Options 7, Section 3
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Published
December 5, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 232 (Friday, December 5, 2025)</title>
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[Federal Register Volume 90, Number 232 (Friday, December 5, 2025)]
[Notices]
[Pages 56211-56214]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-21985]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104289; File No. SR-MRX-2025-30]
Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend the MRX
Pricing Schedule at Options 7, Section 3
December 2, 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 November 20, 2025, Nasdaq MRX, LLC (``MRX'' or ``Exchange'') filed
with the Securities and Exchange Commission (``SEC'' or ``Commission'')
the proposed rule change as described in Items I, II, and III, below,
which Items have been prepared by the Exchange. The Commission is
publishing this notice to solicit comments on the proposed rule change
from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend the Exchange's Pricing Schedule at
Options 7, Section 3, Fees and Rebates for Regular Orders and All
Crossing Orders.\3\
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\3\ On November 13, 2025, the Exchange filed SR-MRX-2025-28. On
November 20, 2025, the Exchange withdrew SR-MRX-2025-28 and filed
this proposal.
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This fee change shall be effective on November 13, 2025.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://listingcenter.nasdaq.com/rulebook/mrx/rulefilings">https://listingcenter.nasdaq.com/rulebook/mrx/rulefilings</a>,
and at the principal office of the Exchange.
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 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 Exchange 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
Statutory Basis for, the Proposed Rule Change
1. Purpose
MRX proposes to amend the Exchange's Pricing Schedule at Options 7,
Section 3, Fees and Rebates for Regular Orders and All Crossing Orders,
to: (1) create a Tier 4 Priority Customer Maker Rebate; and (2)amend
note 7 of Options 7, Section 3. Each change is described below.
Today, as set forth in Table 1 of Options 7, Section 3, the
Exchange offers 4 tiers of Maker Fees and 4 tiers
[[Page 56212]]
of Taker Fees/Rebates in Penny \4\ and Non-Penny \5\ Symbols that are
based on Qualifying Tier Thresholds set forth in Table 3 of Options 7,
Section 3.\6\ With respect to Non-Penny Symbols in Table 1, the
Exchange currently assesses Market Makers,\7\ Non-Nasdaq MRX Market
Makers (FarMM),\8\ Firm Proprietary \9\/Broker-Dealers \10\ and
Professional Customers \11\ Tiers 1-4 Maker Fees of $1.25 per contract.
Today, Priority Customers \12\ are not assessed Non-Penny Symbol Maker
Fees. Additionally, today, the Exchange assesses Market Makers, Non-
Nasdaq MRX Market Makers (FarMM), Firm Proprietary/Broker-Dealers and
Professional Customers Tiers 1-4 Taker Fees of $1.10 per contract.
Today, Priority Customers are paid Taker Rebates in Non-Penny Symbols
as follows: a Tier 1 Taker Rebate of $0.80 per contract, a Tier 2 Taker
Rebate of $0.90 per contract, a Tier 3 Taker Rebate of $1.00 per
contract, and a Tier 4 Taker Rebate of $1.10 per contract.
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\4\ ``Penny Symbols'' are options overlying all symbols listed
on Nasdaq MRX that are in the Penny Interval Program. See Options 7,
Section 1(c).
\5\ ``Non-Penny Symbols'' are options overlying all symbols
excluding Penny Symbols. See Options 7, Section 1(c).
\6\ The tiered volume requirements are based on Total Customer
ADV. Total Customer ADV is Priority Customer Total Consolidated
Volume divided by Customer Total Consolidated Volume, including
volume executed by Affiliated Members or Affiliated Entities.
Priority Customer Total Consolidated Volume is a Member's total
Priority Customer volume executed on MRX in that month, including
volume executed by Affiliated Members or Affiliated Entities. All
eligible volume from Affiliated Members or an Affiliated Entity is
aggregated in determining applicable tiers. The highest tier
threshold attained applies retroactively in a given month to all
eligible traded contracts and applies to all eligible market
participants.
\7\ The term ``Market Makers'' refers to ``Competitive Market
Makers'' and ``Primary Market Makers'' collectively. See Options 1,
Section 1(a)(22).
\8\ A ``Non-Nasdaq MRX Market Maker'' is a market maker as
defined in Section 3(a)(38) of the Securities Exchange Act of 1934,
as amended, registered in the same options class on another options
exchange. See Options 1, Section 1(a)(22).
\9\ A ``Firm Proprietary'' order is an order submitted by a
Member for its own proprietary account. See Options 1, Section
1(a)(22).
\10\ A ``Broker-Dealer'' order is an order submitted by a Member
for a broker-dealer account that is not its own proprietary account.
See Options 1, Section 1(a)(22).
\11\ A ``Professional Customer'' is a person or entity that is
not a broker/dealer and is not a Priority Customer. See Options 1,
Section 1(a)(22).
\12\ The term ``Priority Customer'' means a person or entity
that (i) is not a broker or dealer in securities, and (ii) does not
place more than 390 orders in listed options per day on average
during a calendar month for its own beneficial account(s). See
Options 1, Section 1(a)(22).
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At this time, the Exchange proposes to amend the Tier 4 Priority
Customer Non-Penny Symbol Maker Fee of $0.00 per contract to a Tier 4
Priority Customer Non-Penny Symbol Maker Rebate of $1.00 per contract.
The Exchange believes that paying a Tier 4 Priority Customer Non-Penny
Symbol Maker Rebate of $1.00 per contract will attract Non-Penny
Priority Customer order flow to MRX and other market participants will
be able to interact with that order flow.
Note 7
Today, at Options 7, Section 3 the Exchange offers a note 7
incentive which provides that Priority Customer orders will not receive
any Maker Rebates in Penny Symbols or Taker Rebates in Penny and Non-
Penny Symbols for trades executed against another Priority Customer
order. Instead, the Priority Customer order will be assessed $0.00 per
contract.
The Exchange proposes to amend note 7 to add ``Non-Penny Symbols''
to the current rule text in note 7 so that Priority Customer orders
will not receive any Maker Rebates in Penny Symbols and Non-Penny
Symbols or Taker Rebates in Penny and Non-Penny Symbols for trades
executed against another Priority Customer order. Instead, the Priority
Customer order will be assessed $0.00 per contract. Because the
Exchange proposes to offer a Tier 4 Priority Customer Non-Penny Symbol
Maker Rebate, the Exchange is amending note 7 so as not to pay the new
Tier 4 Priority Customer Non-Penny Symbol Maker Rebate where there is a
Priority Customer on both sides of the trade. Today, Priority Customers
pay no Maker Fees in Non-Penny Symbols. The Exchange believes that
despite not paying the Tier 4 Priority Customer Non-Penny Symbol Maker
Rebate in the event the contra-side of the trade was another Priority
Customer, the proposed amendments will attract a greater amount of
Priority Customer Non-Penny Symbol order flow to MRX.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\13\ in general, and furthers the objectives of
Sections 6(b)(4) and 6(b)(5) of the Act,\14\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees, and
other charges among members and issuers and other persons using any
facility, and is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
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\13\ 15 U.S.C. 78f(b).
\14\ 15 U.S.C. 78f(b)(4) and (5).
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The proposed changes are reasonable in several respects. As a
threshold matter, the Exchange is subject to significant competitive
forces in the market for options securities transaction services that
constrain its pricing determinations in that market. The fact that this
market is competitive has long been recognized by the courts. In
NetCoalition v. Securities and Exchange Commission, the D.C. Circuit
stated as follows: ``[n]o one disputes that competition for order flow
is `fierce.' . . . As the SEC explained, `[i]n the U.S. national market
system, buyers and sellers of securities, and the broker-dealers that
act as their order-routing agents, have a wide range of choices of
where to route orders for execution'; [and] `no exchange can afford to
take its market share percentages for granted' because `no exchange
possesses a monopoly, regulatory or otherwise, in the execution of
order flow from broker dealers'. . . .'' \15\
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\15\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
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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.'' \16\
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\16\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting
Release'').
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Numerous indicia demonstrate the competitive nature of this market.
For example, clear substitutes to the Exchange exist in the market for
options security transaction services. The Exchange is only one of
eighteen options exchanges to which market participants may direct
their order flow. Within this environment, market participants can
freely and often do shift their order flow among the Exchange and
competing venues in response to changes in their respective pricing
schedules. As such, the proposal represents a reasonable attempt by the
Exchange to increase its liquidity.
The Exchange's proposal to amend the Tier 4 Priority Customer Non-
Penny Symbol Maker Fee of $0.00 per contract to a Tier 4 Priority
Customer Non-Penny Symbol Maker Rebate of $1.00 per
[[Page 56213]]
contract is reasonable because this new Maker Rebate will attract Non-
Penny Symbol Priority Customer order flow to MRX. Other market
participants will be able to interact with that order flow. Priority
Customers will continue to receive more favorable pricing as compared
to other market participants in Non-Penny Symbols.
The Exchange's proposal to amend the Tier 4 Priority Customer Non-
Penny Symbol Maker Fee of $0.00 per contract to a Tier 4 Priority
Customer Non-Penny Symbol Maker Rebate of $1.00 per contract is
equitable and not unfairly discriminatory as Priority Customer
liquidity benefits all market participants. An increase in Priority
Customer order flow enhances liquidity on the Exchange to the benefit
of all market participants by providing more trading opportunities,
which in turn attracts Market Makers and other market participants that
may interact with this order flow.
The Exchange's proposal to amend note 7 of Options 7, Section 3 so
that Priority Customer orders will not receive any Maker Rebates in
Penny Symbols and Non-Penny Symbols or Taker Rebates in Penny and Non-
Penny Symbols for trades executed against another Priority Customer
order is reasonable because Priority Customers pay no Maker Fees in
either Penny or Non-Penny Symbols. The Exchange believes that despite
not paying a Tier 4 Priority Customer Non-Penny Symbol Maker Rebate in
the event the contra-side of the trade was another Priority Customer,
the proposed amendments will attract a greater amount of Priority
Customer Non-Penny Symbol order flow to MRX. Priority Customers will
continue to receive more favorable pricing as compared to other market
participants in Penny and Non-Penny Symbols.
The Exchange's proposal to amend note 7 of Options 7, Section 3 so
that Priority Customer orders will not receive any Maker Rebates in
Penny Symbols and Non-Penny Symbols or Taker Rebates in Penny and Non-
Penny Symbols for trades executed against another Priority Customer
order is equitable and not unfairly discriminatory because it will
apply uniformly to all Priority Customers. The Exchange does not
believe it is unfairly discriminatory to apply the proposed changes to
only Priority Customers because Priority Customers will continue to
receive more favorable pricing in both Penny and Non-Penny Symbols as
compared to Non-Customers.\17\ Furthermore, Priority Customer order
flow enhances liquidity on the Exchange for the benefit of all market
participants by providing more trading opportunities, which in turn
attracts Market Makers and other market participants that may trade
with this order flow.
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\17\ The term ``Non-Customer'' means a person or entity that is
a broker or dealer in securities. See Options 1, Section 1(a)(22).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act.
Intermarket Competition
The Exchange believes its proposal remains competitive with other
options markets, and will offer market participants with another choice
of venue to transact options. The Exchange notes that it operates in a
highly competitive market in which market participants can readily
favor competing venues if they deem fee levels at a particular venue to
be excessive, or rebate opportunities available at other venues to be
more favorable. Because competitors are free to modify their own fees
in response, and because market participants may readily adjust their
order routing practices, the Exchange believes that the degree to which
fee changes in this market may impose any burden on competition is
extremely limited.
Intramarket Competition
The Exchange's proposal to amend the Tier 4 Priority Customer Non-
Penny Symbol Maker Fee of $0.00 per contract to a Tier 4 Priority
Customer Non-Penny Symbol Maker Rebate of $1.00 per contract does not
impose an undue burden on competition as Priority Customer liquidity
benefits all market participants. An increase in Priority Customer
order flow enhances liquidity on the Exchange to the benefit of all
market participants by providing more trading opportunities, which in
turn attracts Market Makers and other market participants that may
interact with this order flow.
The Exchange's proposal to amend note 7 of Options 7, Section 3 so
that Priority Customer orders will not receive any Maker Rebates in
Penny Symbols and Non-Penny Symbols or Taker Rebates in Penny and Non-
Penny Symbols for trades executed against another Priority Customer
order does not impose an undue burden on competition because it will
apply uniformly to all Priority Customers. Priority Customers will
continue to receive more favorable pricing in Penny and Non-Penny
Symbols compared to Non-Priority Customers. Furthermore, Priority
Customer order flow enhances liquidity on the Exchange for the benefit
of all market participants by providing more trading opportunities,
which in turn attracts Market Makers and other market participants that
may trade with this order flow.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\18\ 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: (i) necessary or appropriate in the public
interest; (ii) for the protection of investors; or (iii) otherwise in
furtherance of 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.
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\18\ 15 U.S.C. 78s(b)(3)(A)(ii).
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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#2b595e474e06484446464e455f586b584e48054c445d"><span class="__cf_email__" data-cfemail="a6d4d3cac38bc5c9cbcbc3c8d2d5e6d5c3c588c1c9d0">[email protected]</span></a>. Please include
file number SR-MRX-2025-30 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-MRX-2025-30. This file
number should be included on the subject line if email is used. To help
the
[[Page 56214]]
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-MRX-2025-30 and should be submitted on or
before December 26, 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. 2025-21985 Filed 12-4-25; 8:45 am]
BILLING CODE 8011-01-P
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