Notice2025-22383
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change of Amendments to Rules 915 and 916
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 10, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 235 (Wednesday, December 10, 2025)</title>
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[Federal Register Volume 90, Number 235 (Wednesday, December 10, 2025)]
[Notices]
[Pages 57237-57242]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-22383]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104319; File No. SR-NYSEAMER-2025-64]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change of
Amendments to Rules 915 and 916
December 5, 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 21, 2025, NYSE American LLC (``NYSE American'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78a.
\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 amendments to Rule 915 (Criteria for
Underlying Securities) and Rule 916 (Withdrawal of Approval of
Underlying Securities) to facilitate listing options on Commodity-Based
Trust Shares. The proposed rule change is available on the Exchange's
website at <a href="http://www.nyse.com">www.nyse.com</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 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 amendments to Rule 915 (Criteria for
Underlying Securities) and Rule 916 (Withdrawal of Approval of
Underlying Securities) to facilitate listing options on Commodity-Based
Trust Shares.
The Exchange notes that this proposal is competitive as Nasdaq ISE,
LLC (``ISE'') has adopted a substantially identical rule change.\3\
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\3\ See Securities Exchange Act Release No. 102465 (February 20,
2025), 90 FR 10740 (February 26, 2025) (SR-ISE-2025-08) (Notice of
Filing of Proposed Rule Change to Amend Options 4, Section 3,
Criteria for Underlying Securities to permit options on Commodity-
Based Trust Shares). See also <a href="https://www.nasdaqtrader.com/MicroNews.aspx?id=OTA2025-48">https://www.nasdaqtrader.com/MicroNews.aspx?id=OTA2025-48</a>.
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Background
In February 24, 2025, the Exchange submitted a rule filing to amend
Rule 915 to allow the Exchange to list and trade options on Commodity-
Based Trust Shares. The proposed rule change was published for comment
in the Federal Register on March 14, 2025.\4\ On April 25, 2025,
pursuant to Section 19(b)(2) of the Act,\5\ the Commission designated a
longer period within which to approve the proposed rule change,
disapprove the proposed rule change, or institute proceedings to
determine whether to disapprove the proposed rule change.\6\ On June
12, 2025, the Commission instituted proceedings under Section
19(b)(2)(B) of the Act \7\ to determine whether to approve or
disapprove the proposed rule change.\8\ The Commission did not receive
any comments on the proposed rule change.
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\4\ See Securities Exchange Act Release No. 102555 (Mar. 10,
2025), 90 FR 12189 (Mar. 14, 2025) (SR-NYSEAMER-2025-07) (Notice of
Filing of Proposed Change To Amend Rule 915 To Permit Options on
Commodity-Based Trust Shares).
\5\ See 15 U.S.C. 78s(b)(2).
\6\ See Securities Exchange Act Release No. 102931 (Apr. 25,
2025), 90 FR 18717 (May 1, 2025) (SR-NYSEAMER-2025-07) (designating
June 15, 2025, as the date by which the Commission shall either
approve, disapprove, or institute proceedings to determine whether
to disapprove the proposed rule change).
\7\ See 15 U.S.C. 78s(b)(2)(B).
\8\ See Securities Exchange Act Release No. 103240, 90 FR 25687
(June 17, 2025) (NYSEAMER-2025-07).
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In the original filing, the Exchange amended its listing criteria
in Rule 915, Commentary .06(iv) to allow options on units that
represent interests in a trust that is a Commodity-Based Trust and
deleted references to SPDR[supreg] Gold Trust, the iShares COMEX Gold
Trust, the iShares Silver Trust, the ETFS Silver Trust, ETFS Gold
Trust, the ETFS Palladium Trust, and the ETFS Platinum, the iShares
Bitcoin Trust, the Fidelity Wise Origin Bitcoin Fund, the ARK21Shares
Bitcoin ETF, the Grayscale Bitcoin Trust (BTC), the Grayscale Bitcoin
Mini Trust BTC, and the Bitwise Bitcoin ETF, which are all Commodity-
Based Trust Shares. As proposed, the Exchange's listing criteria would
allow any ETF approved to list on the primary market as a Commodity-
Based Trust Share to qualify as an underlying for options traded on the
Exchange, provided other listing criteria have been met. Consistent
with this change, the Exchange also proposed deleting in its entirety
Commentary .10 to Rule 915 and Commentary .11 to Rule 916 and
designating both as ``Reserved.''
Due to a lapse in appropriations, the Commission shutdown
operations as of October 1, 2025. On November 4, 2025, during the
ongoing shutdown, the Exchange submitted an amendment that would have
superseded the original filing in its entirety. The amendment would
have redefined a Commodity-Based Trust Share; required additional
qualifying criteria to list options on a Commodity-Based Trust Share;
defined crypto asset; and required that the crypto asset held by the
Commodity-Based Trust Share have a comprehensive surveillance sharing
agreement defines a crypto asset. The amendment, however, could not be
processed or published due to the pendency of the shutdown, which ended
on November 12, 2025. On November 7, 2025, the Exchange's original
filing was deemed to have been approved pursuant to Section 19(b)(2)(D)
of the Act.\9\
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\9\ See 15 U.S.C. 78s(b)(2)(D).
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Proposed Rule Change
The Exchange proposes to adopt the rule text included in the
amendment to the original filing that could not be processed during the
government shutdown, reinstate text that was previously deleted, and
remove text that was added when the original filing was deemed
approved.
Specifically, the Exchange would delete the listing criteria added
to Rule 915, Commentary .06(iv) in connection with the original filing.
In addition, the Exchange would reinstate Commentary .10 to Rule
195 and Commentary .11 to Rule 916 in their entirety, and delete
``Reserved'' in both places.
The Exchange further proposes to amend Rule 915 to adopt new
listing criteria in Rule 915, Commentary .06(v) to permit the listing
and trading of
[[Page 57238]]
options on a Commodity-Based Trust Share that meet the generic criteria
of NYSE Arca, Inc. (``NYSE Arca'') Rule 8.201-E (Generic),\10\ except
that the Commodity-Based Trust holds a single crypto asset.\11\ The
Exchange proposes to amend Rule 915, Commentary .06 to create a new
subparagraph (c) that states:
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\10\ NYSE Arca Rule 8.201-E (generic) permits the listing and
trading of certain qualifying exchange-traded products that
physically hold commodities like precious metals and digital asset
commodities on the Exchange. Pursuant to NYSE Arca Rule 8.201-E
(Generic), the term ``Commodity-Based Trust Shares'' means a
security that: (i) is issued by a trust, limited liability company,
partnership, or other similar entity (``Trust'') that, if
applicable, is operated by a registered commodity pool operator
pursuant to the Commodity Exchange Act, and is not registered as an
investment company pursuant to the Investment Company Act of 1940,
or series or class thereof; (ii) is designed to reflect the
performance of one or more reference assets or an index of reference
assets; (iii) in order to reflect the performance as provided in
(c)(1)(ii) above, is issued by a Trust that holds (A) one or more
commodities or commodity-based assets as defined in (c)(3) below,
and (B) in addition to such commodities or commodity-based assets,
may hold securities, cash, and cash equivalents; (iv) is issued by
such Trust in a specified aggregate minimum number in return for a
deposit of (A) a specified quantity of the underlying commodities,
commodity-based assets, securities, cash, and/or cash equivalents,
or (B) a cash amount with a value based on the next determined net
asset value per Trust share; and (v) when aggregated in the same
specified minimum number, may be redeemed at a holder's request by
such Trust which will deliver to the redeeming holder (A) the
specified quantity of the underlying commodities, commodity-based
assets, securities, cash, and/or cash equivalents, or (B) a cash
amount with a value based on the next determined net asset value per
Trust share.
\11\ For example, a multi-coin ETF would not be subject to Rule
915, Commentary .06(v). For purposes of this rule the term ``crypto
asset'' means an asset that is generated, issued and/or transferred
using a blockchain or similar distributive ledger technology
network, including but not limited to, assets known as ``tokens,''
``digital assets,'' ``virtual currencies,'' and ``coins'' and that
relies on cryptographic protocols. See definition at proposed Rule
915, Commentary .06(c).
Additionally, with respect to a Commodity-Based Trust that meets
the requirements of Rule 915, Commentary .06(v), the following
requirements are satisfied: (A) the total global supply of the
underlying crypto asset held by the Commodity-Based Trust has an
average daily market value of at least $700 million over the last 12
months; and (B) the crypto asset held by the Commodity-Based Trust
underlies a derivatives contract that trades on a market with which
the Exchange has a comprehensive surveillance sharing agreement,
whether directly or through common membership in the Intermarket
Surveillance Group. For purposes of this rule, the term ``crypto
asset'' means an asset that is generated, issued and/or transferred
using a blockchain or similar distributive ledger technology
network, including but not limited to, assets known as ``tokens,''
``digital assets,'' ``virtual currencies,'' and ``coins'' and that
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relies on cryptographic protocols.
The proposed additional criteria would require a Commodity-Based
Trust to: (1) meet the generic criteria of NYSE Arca Rule 8.201-E
(Generic) and hold only a single crypto asset; (2) meet the criteria
and guidelines set forth in Rule 915(a) \12\ and (b),\13\ or Rule 915,
Commentary .06(a)(ii); \14\ and (3) meet the requirements in Rule 915,
Commentary .06(c) prior to listing options on the Commodity-Based
Trust.
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\12\ Rule 915(a) provides that a security (which includes an
ETF) on which options may be listed and traded on the Exchange must
be a security registered (with the Commission) and be an NMS stock
(as defined in Rule 600 of Regulation NMS under the Act), and the
security shall be characterized by a substantial number of
outstanding shares that are widely held and actively traded.
\13\ Rule 915(b) provides criteria and guidelines when
evaluating potential underlying securities for the listing of
options.
\14\ Rule 915, Commentary .06(a)(ii) provides that the Exchange-
Traded Fund Shares are available for creation or redemption each
business day in cash or in kind from or through the issuing trust,
investment company, commodity pool or other issuer at a price
related to the net asset value, and the issuing trust, investment
company, commodity pool or other issuer is obligated to issue Fund
Shares in a specified aggregate number even though some or all of
the investment assets needed to be deposited have not been received
by the issuing trust, investment company, commodity pool, or other
issuer, provided the authorized creation participant has undertaken
to deliver the investment assets as soon as possible and such
undertaking has been secured by the delivery and maintenance of
collateral consisting of cash or cash equivalents satisfactory to
the issuer of Fund Shares which underlie the option as described in
the Fund Shares' prospectus.
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As proposed, Rule 915, Commentary .06(c) requires a Commodity-Based
Trust that meets the requirements of Rule 915, Commentary .06(v) to
also satisfy the following requirements: (A) the total global supply of
the underlying crypto asset held by the Commodity-Based Trust has an
average daily market value of at least $700 million over the last 12
months; and (B) the crypto asset held by the Commodity-Based Trust
underlies a derivatives contract that trades on a market with which the
Exchange has a comprehensive surveillance sharing agreement, whether
directly or through common membership in the Intermarket Surveillance
Group (``ISG'').
The Exchange defines a ``crypto asset'' in Rule 915, Commentary
.06(c) to mean, for purposes of this rule, an asset that is generated,
issued and/or transferred using a blockchain or similar distributive
ledger technology network, including but not limited to, assets known
as ``tokens,'' ``digital assets,'' ``virtual currencies,'' and
``coins'' and that relies on cryptographic protocols.
The market value of the underlying crypto asset will be calculated
by taking the total global supply of the particular crypto asset
multiplied by the token price.\15\ Total supply of crypto assets
includes all crypto assets currently issued and does not include
unissued crypto assets.\16\
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\15\ The market supply information can be obtained from publicly
available sources such as <a href="http://coingecko.com">coingecko.com</a> or <a href="http://coinmarketcap.com">coinmarketcap.com</a>.
\16\ For example, if Bitcoin were the underlying crypto asset,
the Exchange would consider the total supply of all Bitcoin
currently issued instead of the maximum supply, which would be
currently issued as well as unminted Bitcoin. As of September 12,
2025, Bitcoin's total supply was 19,919,915 (the maximum supply was
21,000,000). See <a href="https://www.coingecko.com/en/coins/bitcoin">https://www.coingecko.com/en/coins/bitcoin</a>. The
Exchange would calculate market value by utilizing the total supply
number multiplied by the Bitcoin price on that day.
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Further, the Exchange has specified in proposed Rule 915,
Commentary .06(c) that the crypto asset held by the Commodity-Based
Trust must underlie a derivatives contract that trades on a market with
which the Exchange has a comprehensive surveillance sharing agreement,
whether directly or through common membership in ISG.\17\ The Exchange
will be required to ensure that this requirement is met prior to
listing options on a Commodity-Based Trust pursuant to proposed Rule
915, Commentary .06(v).
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\17\ For a list of the current members and affiliate members of
ISG, see <a href="https://isgportal.org/publicmembers">https://isgportal.org/publicmembers</a>.
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Pursuant to this proposed rule change, the proposed listing
criteria would permit a Commodity-Based Trust that is generically
listed pursuant to NYSE Arca Rule 8.201-E (Generic) and holds a single
crypto asset to qualify for the listing of options on that ETF,
provided Rule 915, Commentary .06(c) has also been met, as well as the
listing criteria in Rule 915(a) and (b), or Rule 915, Commentary
.06(a)(ii).
Similar to options on any ETF, an option on a Commodity-Based Trust
that meets the requirements of Rule 915, Commentary .06(v) would also
be subject to the Exchange's continued listing standards for options on
ETFs set forth in Rule 916, Commentary .07. Pursuant to Commentary .07
to Rule 916, ETFs approved for options trading pursuant to Rule 915,
Commentary .06 will not be deemed to meet the requirements for
continued approval, and the Exchange will not open for trading any
additional series of option contracts covering such ETFs if the ETFs
are delisted from trading as provided in Rule 916, Commentary .01(6)
\18\ or the ETFs are halted or
[[Page 57239]]
suspended from trading on their primary market.\19\ Additionally,
options on Commodity-Based Trusts that are approved subject to Rule
915, Commentary .06(v) may be subject to the suspension of opening
transactions in any series of options of the class covering ETFs in any
of the following circumstances: \20\
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\18\ Rule 916, Commentary .01(6) provides, if underlying
security is approved for options listing and trading under the
provisions of Commentary .05 of Rule 915, the trading volume of the
Original Security (as therein defined) prior to but not after the
commencement of trading in the Restructured Security (as therein
defined), including ``when issued'' trading, may be taken into
account in determining whether the trading volume requirement of
paragraphs 3. of the Commentary .01 is satisfied, provided however,
that in the case of a Restructured Security approved for options
listing and trading under paragraph (d) of Commentary .05 under Rule
915, such trading volume requirements must be satisfied based on the
trading volume history of the Restructured Security.
\19\ See Rule 916, Commentary .07.
\20\ See id.
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1. In the case of options covering Exchange-Traded Fund Shares
approved pursuant to Commentary .06(h) of Rule 915, in accordance with
the terms of paragraphs 1. through 6. of Commentary .01 of Rule 916;
\21\
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\21\ Paragraphs 1 through 6 of Commentary .01 of Rule 916
provides, if: (1) there are fewer than 6,300,000 shares of the
underlying security held by persons other than those who are
required to report their security holdings under Section 16(a) of
the Act, (2) there are fewer than 1,600 holders of the underlying
security, (3) the trading volume (in all markets in which the
underlying security is traded) has been less than 1,800,000 shares
in the preceding twelve (12) months, or (4) the underlying security
ceases to be an `NMS stock' as defined in Rule 600 of Regulation NMS
under the Act. Options 4, Section 3(h)(i) refers to Financial
Instruments and Money Market Instruments.
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2. Following the initial twelve-month period beginning upon the
commencement of trading of the Exchange-Traded Fund Shares on a
national securities exchange and are defined as an ``NMS'' stock under
Rule 600 of Regulation NMS, there are fewer than 50 record and/or
beneficial holders of Exchange-Traded Fund Shares for 30 or more
consecutive trading days:
3. The value of the index, non-U.S. currency, portfolio of
commodities including commodity futures contracts, options on commodity
futures contracts, swaps, forward contracts and/or options on physical
commodities, or portfolio of securities and/or Financial Instruments
and Money Market Instruments on which the Exchange-Traded Fund Shares
are based is no longer calculated or available; or
4. Such other event shall occur or condition exist that in the
opinion of the Exchange makes further dealing in such options on the
Exchange inadvisable.
Consistent with Rule 903, which governs the opening of options
series on a specific underlying security (including ETFs), the Exchange
will open at least one expiration month for options on Commodity-Based
Trusts \22\ at the commencement of trading on the Exchange and may also
list series of options on such Commodity-Based Trusts for trading on a
weekly,\23\ monthly,\24\ or quarterly \25\ basis. The Exchange may also
list long-term equity option series (``LEAPS'') that expire from twelve
to thirty-nine months from the time they are listed.\26\
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\22\ See Rule 903(c), Commentary .03. The monthly expirations
are subject to certain listing criteria for underlying securities
described within Rule 915. Monthly listings expire the third Friday
of the month. The term ``expiration date'' (unless separately
defined elsewhere in the OCC By-Laws), when used in respect of an
option contract (subject to certain exceptions), means the third
Friday of the expiration month of such option contract, or if such
Friday is a day on which the exchange on which such option is listed
is not open for business, the preceding day on which such exchange
is open for business. See OCC By-Laws Article I, Section 1. Pursuant
to Rule 903(d), additional series of options of the same class may
be opened for trading on the Exchange when the Exchange deems it
necessary to maintain an orderly market, to meet customer demand or
when the market price of the underlying stock moves more than five
strike prices from the initial exercise price or prices. New series
of options on an individual stock may be added until the beginning
of the month in which the options contract will expire. Due to
unusual market conditions, the Exchange, in its discretion, may add
a new series of options on an individual stock until the close of
trading on the business day prior to expiration.
\23\ See Rule 903(h).
\24\ See Rule 903, Commentary .11.
\25\ See Rule 903, Commentary .09.
\26\ See Rule 903, Commentary .03.
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Pursuant to Rule 903, Commentary .05(a), which governs strike
prices of series of options on ETFs, the interval between strike prices
of series of options on an ETF, including ETFs listed pursuant to this
proposed rule change, would be $1 or greater when the strike price is
$200 or less and $5 or greater where the strike price is over $200.\27\
Additionally, the Exchange may list series of options pursuant to the
$1 Strike Price Interval Program,\28\ the $0.50 Strike Program,\29\ the
$2.50 Strike Price Program,\30\ and the $5 Strike Program.\31\ Pursuant
to Rule 6.72-O, where the price of a series of options on an ETF is
less than $3.00, the minimum increment will be $0.05, and where the
price is $3.00 or higher, the minimum increment will be $0.10.\32\ Any
and all new series of options on a Commodity-Based Trusts that are
approved pursuant to this proposed rule change would be subject to the
expirations, strike prices, and minimum increments set forth in Rules
6.4-O and 6.72-O, as applicable.
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\27\ The Exchange notes that for options listed pursuant to the
Short Term Option Series Program, the Monthly Options Series
Program, and the Quarterly Options Series Program, Rules 903(h) and
Commentaries .09 and .03 to Rule 903, specifically set forth
intervals between strike prices on Quarterly Options Series, Short
Term Option Series, and Monthly Options Series, respectively.
\28\ See Rule 903, Commentary .06.
\29\ See Rule 903, Commentary .13.
\30\ See Rule 903, Commentary .07(a).
\31\ See Rule 903, Commentary .12.
\32\ If options on a Commodity-Based Trust are eligible to
participate in the Penny Interval Program, the minimum increment of
$0.01 below $3.00 and $0.50 above $3.00 would apply. See Rule
960NY(a)(3). See also Rule 960.1NY (which describes the requirements
for the Penny Interval Program).
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Options on Commodity-Based Trusts that are approved pursuant to
this proposed rule change would trade in the same manner as options on
other ETFs on the Exchange. The Exchange rules that currently apply to
the listing and trading of all options on ETFs on the Exchange,
including, for example, rules that govern listing criteria,
expirations, exercise prices, minimum increments, position and exercise
limits, margin requirements, customer accounts and trading halt
procedures would apply to the listing and trading of options on
Commodity-Based Trusts on the Exchange in the same manner as they apply
to other options on all other ETFs that are listed and traded on the
Exchange.
Position and exercise limits for options on Commodity-Based Trusts
that are approved pursuant to this proposed rule change would be
determined pursuant to Rules 904 and 905, respectively. Position and
exercise limits for options on ETFs vary according to the number of
outstanding shares and the trading volumes of the underlying security
over the past six months, where the largest in capitalization and the
most frequently traded ETFs have position and exercise limit of 250,000
contracts (with adjustments for splits, re-capitalizations, etc.) on
the same side of the market; and smaller capitalization ETFs have
position and exercise limits of 200,000, 75,000, 50,000 or 25,000
contracts (with adjustments for splits, re-capitalizations, etc.) on
the same side of the market. Further, the Exchange notes that Rule 462,
which governs margin requirements applicable to the trading of all
options on the Exchange, including options on ETFs, will also apply to
the trading of options on Commodity-Based Trusts listed pursuant to
this proposed rule change.
The Exchange represents that the surveillance procedures applicable
to all other options on other ETFs currently listed and traded on the
Exchange will apply to the trading on the Exchange of options on
Commodity-Based Trusts that are listed pursuant to this proposed rule
change. The Exchange represents that it has the necessary systems
capacity to support the new option series. The Exchange believes that
its existing surveillance and reporting safeguards are designed to
deter and detect possible manipulative behavior which might potentially
arise from
[[Page 57240]]
listing and trading options on ETFs, including the listing of options
on Commodity-Based Trusts that are listed pursuant to this proposed
rule change.
Also, the Exchange may obtain information from designated contract
markets that are members of the ISG related to a financial instrument
that is based, in whole or in part, upon an interest in or performance
of a crypto asset, as applicable. The Exchange has specified in
proposed Rule 915, Commentary .06(c) that the crypto asset held by the
Commodity-Based Trust must underlie a derivatives contract that trades
on a market with which the Exchange has a comprehensive surveillance
sharing agreement, whether directly or through common membership in
ISG.\33\ The Exchange will be required to ensure that this requirement
is met prior to listing options on a Commodity-Based Trust listed
pursuant to proposed Rule 915, Commentary .06(v).
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\33\ There are a number of futures contracts on digital asset
commodities that are listed and trading on the CME and Coinbase
Derivatives, both of which are ISG members. See <a href="https://www.cmegroup.com/markets/cryptocurrencies.html#products">https://www.cmegroup.com/markets/cryptocurrencies.html#products</a>. See also
<a href="https://www.coinbase.com/derivatives">https://www.coinbase.com/derivatives</a>.
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Additionally, the Exchange has also analyzed its capacity and
represents that it believes the Exchange and the Options Price
Reporting Authority (``OPRA'') have the necessary systems capacity to
handle the additional traffic associated with the listing of new series
of ETFs, including the trading of options on Commodity-Based Trusts
that are approved pursuant to this proposed rule change, up to the
number of expirations currently permissible under Exchange rules.
Finally, today, the Exchange lists and trades options on ETFs that
would qualify for listing as an option on a Commodity-Based Trust under
proposed Rule 915, Commentary .06(v).\34\
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\34\ The following ETFs currently have options listed on them on
the Exchange: iShares Bitcoin Trust, the Fidelity Wise Origin
Bitcoin Fund, the ARK21Shares Bitcoin ETF, the Grayscale Bitcoin
Trust (BTC), the Grayscale Bitcoin Mini Trust BTC, and the Bitwise
Bitcoin ETF. The Exchange filed rule proposals and received the
appropriate regulatory notice or approval to list the aforementioned
options on the ETFs.
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2. Statutory Basis
The Exchange believes that its proposed rule change is consistent
with Section 6(b) of the Act,\35\ in general, and furthers the
objectives of Section 6(b)(5) of the Act \36\ in particular, in that it
is designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest.
Additionally, the Exchange believes the proposed rule change is
consistent with the Section (6)(b)(5) \37\ requirement that the rules
of an exchange not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
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\35\ 15 U.S.C. 78f(b).
\36\ 15 U.S.C. 78f(b)(5).
\37\ 15 U.S.C. 78(f)(b)(5)
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In particular, the Exchange believes that its proposal to establish
new listing criteria in proposed Rule 915, Commentary .06(v) with
respect to options on Commodity-Based Trusts, without the need for
additional approvals, will remove impediments to and perfect the
mechanism of a free and open market and a national market system and,
in general, protect investors because it would allow the Exchange to
immediately list and trade qualifying options on Commodity-Based
Trusts, provided the initial listing criteria has been met, without any
additional approvals from the Commission.
Specifically, the Exchange's proposal to adopt Rule 915, Commentary
.06(v) to allow the listing and trading of options on units that
represent interests in Commodity-Based Trusts that meet the generic
criteria of NYSE Arca Rule 8.201-E (Generic),\38\ and hold a single
crypto asset, is consistent with the Act because it will permit the
Exchange to offer options on certain Commodity-Based Trusts soon after
the listing of the ETF on NYSE Arca, provided all listing criteria have
been met. Listing these options will avail market participants of the
opportunity to hedge their positions in the Commodity-Based Trusts in a
timely manner, thereby providing investors with the ability to hedge
their exposure to the underlying Commodity-Based Trust. Options on
Commodity-Based Trusts benefits investors, similar to the listing of
any other option on an ETF, by providing investors with a relatively
lower-cost risk management tool to manage their positions and
associated risk in their portfolios more easily in connection with
exposure to the price of a crypto asset. Additionally, listing options
on Commodity-Based Trusts provides investors with the ability to
transact in such options on a listed market as opposed to the OTC
options market, which increases market transparency and enhances the
process of price discovery to the benefit of all investors.
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\38\ See supra note 5.
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Also, this proposal would permit options on certain Commodity-Based
Trusts to be listed on the Exchange in the same manner as options on
ETFs that are subject to the current listing criteria in Rule 915,
Commentary .06. The Exchange notes that the majority of ETFs are able
to list and trade options once the initial listing criteria have been
met without the need for additional approvals. The proposed rule change
would allow options on certain Commodity-Based Trusts to likewise list
and trade once the proposed listing criteria have been met without the
need for additional approvals.
As proposed, the Exchange would list options on a Commodity-Based
Trust that met the generic criteria of NYSE Arca Rule 8.201-E
(Generic), provided the Commodity-Based Trust held only a single crypto
asset. Further, these options on Commodity-Based Trusts would also be
required to satisfy the conditions in proposed Rule 915, Commentary
.06(c). Specifically, a Commodity-Based Trust that met the requirements
of proposed Rule 915, Commentary .06(v) would also have to satisfy the
following requirements in proposed Rule 915, Commentary .06(c): (A) the
total global supply of the underlying crypto asset held by the
Commodity-Based Trust has an average daily market value of at least
$700 million over the last 12 months; and (B) the crypto asset held by
the Commodity-Based Trust underlies a derivatives contract that trades
on a market with which the Exchange has a comprehensive surveillance
sharing agreement, whether directly or through common membership in the
ISG.
These requirements are consistent with the Act and the protection
of investors as they are designed to ensure that the underlying ETF has
sufficient liquidity prior to listing options, which will help to
prevent disruption to the underlying market. The Exchange believes that
market supply serves as a good measure of liquidity to prevent the
addition of options trading on the Commodity-Based Trust from
disrupting the market for the underlying security. Requiring the
underlying crypto asset to have a requisite amount of deliverable
supply, in addition to all the other criteria the ETF is required to
have under NYSE Arca Rule 8.201-E (Generic), helps to ensure adequate
liquidity prior to listing. Further, ensuring the crypto asset held by
the Commodity-Based Trust underlies a derivatives contract that trades
on a market with which the Exchange has a
[[Page 57241]]
comprehensive surveillance sharing agreement, whether directly or
through common membership in the ISG, will provide the Exchange with
information to adequately surveil options on qualifying Commodity-Based
Trusts. Today, the Exchange has a comprehensive surveillance sharing
agreement in place with both the CME and Coinbase Derivatives through
its common membership in ISG. This facilitates the sharing of
information that is available to the CME and Coinbase Derivatives
through their surveillance of their respective markets, including their
surveillance of their respective digital asset futures markets.
The Exchange also believes the proposed rule change will remove
impediments to and perfect the mechanism of a free and open market and
a national market system, because it is consistent with current
Exchange rules, previously filed with the Commission. Options on
qualifying Commodity-Based Trusts must satisfy the initial listing
standards and continued listing standards currently in the Exchange
rules, applicable to options on all ETFs, including ETFs that hold
other crypto assets already deemed appropriate for options trading on
the Exchange in addition to the proposed criteria. Options on
qualifying Commodity-Based Trusts would trade in the same manner as any
other ETF options--the same Exchange rules that currently govern the
listing and trading of all ETF options, including permissible
expirations, strike prices and minimum increments, and applicable
position and exercise limits and margin requirements, will govern the
listing and trading of options on qualifying Commodity-Based Trusts.
The Exchange represents that it has the necessary systems capacity
to support the listing and trading of options on qualifying Commodity-
Based Trusts. The Exchange believes that its existing surveillance and
reporting safeguards are designed to deter and detect possible
manipulative behavior which might arise from listing and trading on the
Exchange of these options on Commodity-Based Trust, particularly in
light of the additional requirement that the crypto asset held by the
Commodity-Based Trust underlies a derivatives contract that trades on a
market with which the Exchange has a comprehensive surveillance sharing
agreement, whether directly or through common membership in ISG.
Additionally, today, the Exchange lists and trades options on ETFs
that would qualify for listing as an option on a Commodity-Based Trust
under proposed Options 4, Section 3(h)(vi).\39\
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\39\ The following ETFs currently have options listed on them on
the Exchange: iShares Bitcoin Trust, the Fidelity Wise Origin
Bitcoin Fund, the ARK21Shares Bitcoin ETF, the Grayscale Bitcoin
Trust (BTC), the Grayscale Bitcoin Mini Trust BTC, and the Bitwise
Bitcoin ETF. The Exchange filed rule proposals and received the
appropriate regulatory notice or approval to list the aforementioned
options on the ETFs.
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Finally, the Exchange believes that the reinstatements and
deletions of rule text that were made to Rules 915 and 916 as a result
of the government shutdown preventing the Exchange's amendment from
being processed and resulting in the original rule filing being deemed
approved would increase the clarity and transparency of the Exchange's
rules and remove impediments to and perfect the mechanism of a free and
open market by ensuring that persons subject to the Exchange's
jurisdiction, regulators, and the investing public could more easily
navigate and understand the Exchange rules. The Exchange further
believes that the proposed amendments would not be inconsistent with
the public interest and the protection of investors because investors
will not be harmed and in fact would benefit from increased
transparency and clarity, thereby reducing potential confusion.
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 that is not necessary or appropriate
in furtherance of the purposes of the Act.
The Exchange does not believe that the proposal to amend the
listing criteria in Rule 915, Commentary .06, with respect to ETFs, to
adopt new criteria to permit the listing and trading of options on
certain Commodity-Based Trusts that hold a single crypto asset and that
were listed pursuant to NYSE Arca Rule 8.201-E (Generic), without the
need for additional approvals, will impose any burden on intramarket
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. Options on qualifying Commodity-Based Trusts would
need to satisfy the initial listing standards set forth in the Exchange
rules in the same manner as any other ETF before the Exchange could
list options on them. Additionally, options on qualifying Commodity-
Based Trusts will be equally available to all market participants who
wish to trade such options. The Exchange rules currently applicable to
the listing and trading of options on ETFs on the Exchange will apply
in the same manner to the listing and trading of all options on
qualifying Commodity-Based Trusts.
Additionally, the Exchange notes that listing and trading options
on qualifying Commodity-Based Trusts on the Exchange will subject such
options to transparent exchange-based rules as well as price discovery
and liquidity, as opposed to alternatively trading such options in the
OTC market. The Exchange believes that the proposed rule change may
relieve any burden on, or otherwise promote, competition as it is
designed to increase competition for order flow on the Exchange in a
manner that is beneficial to investors by providing them with a lower-
cost option to hedge their investment portfolios in a timely manner.
The Exchange does not believe that the proposal to adopt new
listing criteria in Rule 915, Commentary .06, to permit the listing and
trading of certain options on a Commodity-Based Trust, without the need
for additional approvals, will impose any burden on intermarket
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. Other options exchanges are free to amend their
listing rules, as applicable, to permit them to list and trade options
on Commodity-Based Trusts.
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
Because the foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \40\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\41\
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\40\ 15 U.S.C. 78s(b)(3)(A)(iii).
\41\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Commission is waiving this requirement.
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[[Page 57242]]
A proposed rule change filed under Rule 19b-4(f)(6) \42\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\43\ the Commission
may designate a shorter time if such action is consistent with
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposed
rule change may become operative immediately upon filing. The
Commission believes that waiving 30-day operative delay is consistent
with the protection of investors and the public interest because the
proposal seeks to amend the Exchange's rules to be consistent with an
amendment filed by the Exchange during a government shutdown, and which
would have replaced the proposed rule change that did become effective
if the Commission could have received amendments during the pendency of
the government shutdown.\44\ The proposal also aligns the rule text
relating to Commodity-Based Trust Shares with the rule text of other
exchanges and does not introduce any novel regulatory issues.\45\
Accordingly, the Commission designates the proposed rule change to be
operative upon filing.\46\
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\42\ 17 CFR 240.19b-4(f)(6).
\43\ 17 CFR 240.19b-4(f)(6)(iii).
\44\ See supra Section II.A.1.
\45\ See e.g., Nasdaq ISE, LLC, Options Rules, Options 4,
Section 3(h); Cboe Exchange, Inc. Rule 4.3(a).
\46\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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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 necessary or
appropriate in the public interest, for the protection of investors, or
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.
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#2f5d5a434a024c4042424a415b5c6f5c4a4c01484059"><span class="__cf_email__" data-cfemail="d6a4a3bab3fbb5b9bbbbb3b8a2a596a5b3b5f8b1b9a0">[email protected]</span></a>. Please include
file number SR-NYSEAMER-2025-64 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-NYSEAMER-2025-64. 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-NYSEAMER-2025-64 and should be submitted
on or before December 31, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\47\
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\47\ 17 CFR 200.30-3(a)(12) and (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-22383 Filed 12-9-25; 8:45 am]
BILLING CODE 8011-01-P
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