Notice2025-21989
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Modify the Fee for Nasdaq WorkX
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
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 56220-56222]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-21989]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104293; File No. SR-NASDAQ-2025-095]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
To Modify the Fee for Nasdaq WorkX
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 26, 2025, The Nasdaq Stock Market LLC (``Nasdaq'' 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 amend the Exchange's fee at Equity 7, Section
115 to: (i) raise the fee for Nasdaq WorkX (``WorkX''); and (ii)
clarify that this fee is calculated per user, per MPID,\3\ per month,
as described further below.\4\
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\3\ MPID stands for ``market participant identifier,'' which is
a unique four-letter mnemonic assigned to each participant in the
Exchange. A participant may have one or more than one MPID. Equity
1, Section 1(a)(11).
\4\ On November 19, 2025, the Exchange filed SR-NASDAQ-2025-090.
On November 24, 2025, the Exchange withdrew SR-NASDAQ-2025-090 and
filed SR-NASDAQ-2025-092. On November 26, 2025, the Exchange
withdrew SR-NASDAQ-2025-092 and filed this proposal.
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While these amendments are effective upon filing, the Exchange has
designated the proposed amendments to be operative on December 1, 2025.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings">https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings</a>, and at the principal office of the Exchange.
[[Page 56221]]
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
The purpose of the proposed rule change is to amend the Exchange's
pricing schedule at Equity 7, Section 115, to increase the fee for
WorkX and to clarify that the fee is charged on a per user,\5\ per
MPID, per month basis.\6\ The current fee is $625 per user, per MPID,
per month, while the new fee will be $725 per user, per MPID, per
month.
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\5\ Equity 7, Section 115 refers to the WorkX fee being assessed
on a ``logon/month'' basis. ``Logon'' is shorthand for ``username/
password logon'' and it is used in Equity 7 as a substitute for the
term ``user.'' See, e.g., Equity 7, Section 139(b)(1) (establishing
that a distributor of certain Nasdaq products may select a ``per
user'' model when it restricts and tracks access to the product
using a ``username/password logon or comparable method of regulating
access'').
\6\ Nasdaq has always charged this fee on a per user, per MPID,
per month basis.
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WorkX is a web-based application that facilitates trade reporting,
compliance monitoring, and workflow on the FINRA/Nasdaq TRF,\7\ as well
as both pre-trade and post-trade risk management on the Nasdaq equity
exchanges and on the FINRA/Nasdaq TRF.\8\ A subscription to WorkX is
not required to report transactions to the FINRA/Nasdaq TRF, nor is it
required to trade on the Nasdaq equity exchanges.
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\7\ FINRA/Nasdaq Trade Reporting Facility Carteret and FINRA/
Nasdaq Trade Reporting Facility Chicago (collectively, the ``FINRA/
Nasdaq TRF'') is a facility of the Financial Industry Regulatory
Authority (``FINRA'') that is operated by Nasdaq, Inc. See <a href="https://www.nasdaqtrader.com/trader.aspx?id=act">https://www.nasdaqtrader.com/trader.aspx?id=act</a>.
\8\ See <a href="https://www.nasdaq.com/solutions/workx">https://www.nasdaq.com/solutions/workx</a>.
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\9\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\10\ 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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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(4) and (5).
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The Exchange's proposed change to its fee for WorkX is reasonable
in several respects. As a threshold matter, the Exchange is subject to
significant competitive forces in the market for trade compliance
products, which constrain the Exchange's pricing determinations in that
market. 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.'' \11\
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\11\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 37499 (June 29, 2005) (Regulation NMS Adopting
Release).
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Currently, WorkX subscribers are assessed a fee of $625 per user,
per MPID, per month; under the proposal, the fee will be $725 per user,
per MPID, per month. The Exchange believes that the new fee for WorkX,
including the clarification that the fee is also assessed per MPID, is
an equitable allocation and is not unfairly discriminatory because the
Exchange will apply the same fee to all similarly situated WorkX
subscribers.
Furthermore, the increase in the fee for WorkX is reasonable
because this fee has not changed since February 2022,\12\ while Nasdaq
has continued to improve the product. In the ensuing 3.5 years, Nasdaq
has invested in enhancing the WorkX functionality and its user
interface, often in response to requests from the users. Additionally,
since the fee was last raised in 2022, Nasdaq has invested in
enhancements to WorkX in response to mandatory regulatory changes, such
as supporting FINRA's upcoming requirement to report equity
transactions in fractional shares \13\ and the SEC's requirement to
shorten the securities transaction settlement cycle to T+1.\14\
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\12\ See Securities Exchange Act Release No. 94226 (Feb. 11,
2022), 87 FR 9096 (Feb. 17, 2022) (File No. SR-NASDAQ-2022-012).
\13\ See <a href="https://www.finra.org/filing-reporting/technical-notices/update-fractional-shares-reporting-20250328">https://www.finra.org/filing-reporting/technical-notices/update-fractional-shares-reporting-20250328</a>.
\14\ See <a href="https://www.sec.gov/investment/settlement-cycle-small-entity-compliance-guide-15c6-1-15c6-2-204-2">https://www.sec.gov/investment/settlement-cycle-small-entity-compliance-guide-15c6-1-15c6-2-204-2</a>.
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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. The new fee, and the
clarification that the fee is calculated on a per user, per MPID, per
month basis, will apply to all subscribers equally. The higher fee is
necessary for the Exchange to support its continued investment in
improving the WorkX product and in keeping it up to date with the
latest FINRA and SEC regulatory requirements. The Exchange notes that
the use of WorkX is voluntary. The Exchange operates in a highly
competitive market in which market participants can readily favor
competing providers of third-party products if they deem Nasdaq's
products to be insufficient, or if they find products available from
other vendors to be more favorable.\15\ The proposed fee for WorkX is
reflective of this competition.
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\15\ WorkX is one of two alternative means of connecting to the
FINRA/Nasdaq TRF. The other alternative is the TRF FIX port, which
accounts for the vast majority of trade reporting to the FINRA/
Nasdaq TRF. In terms of trade surveillance, regulatory reporting,
and supervisory controls, there are other commercially available
products from entities not affiliated with Nasdaq that compete with
WorkX. Furthermore, there is nothing preventing service providers
not affiliated with Nasdaq from developing other competing products.
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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.\16\
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\16\ 15 U.S.C. 78s(b)(3)(A)(ii).
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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
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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#1f6d6a737a327c7072727a716b6c5f6c7a7c31787069"><span class="__cf_email__" data-cfemail="bac8cfd6df97d9d5d7d7dfd4cec9fac9dfd994ddd5cc">[email protected]</span></a>. Please include
file number SR-NASDAQ-2025-095 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-NASDAQ-2025-095. 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-NASDAQ-2025-095 and should be submitted
on or before December 26, 2025. For the Commission, by the Division of
Trading and Markets, pursuant to delegated authority.\17\
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\17\ 17 CFR 200.30-3(a)(12).
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-21989 Filed 12-4-25; 8:45 am]
BILLING CODE 8011-01-P
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