Notice2025-22384
Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 7.5 To Reflect the Definition of Round Lot Under Regulation NMS
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
<html>
<head>
<title>Federal Register, Volume 90 Issue 235 (Wednesday, December 10, 2025)</title>
</head>
<body><pre>
[Federal Register Volume 90, Number 235 (Wednesday, December 10, 2025)]
[Notices]
[Pages 57253-57255]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-22384]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104326; File No. SR-NYSENAT-2025-25]
Self-Regulatory Organizations; NYSE National, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Rule 7.5 To Reflect the Definition of Round Lot Under Regulation NMS
December 5, 2025.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on November 25, 2025, NYSE National, Inc. (``NYSE National'' or
``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 Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Rule 7.5 (Trading Units) to conform
with a recent amendment to the definition of round lot under Regulation
NMS. 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 to amend Rule 7.5 (Trading Units) to conform
with the definition of round lot under Regulation NMS (``Reg NMS'')
that was implemented in November 2025.\4\
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 101070 (September
18, 2024), 89 FR 81620 (October 8, 2024) (S7-30-22) (``Release No.
101070'').
---------------------------------------------------------------------------
Background and Proposed Rule Change
Rule 7.5 defines a ``round lot'' as 100 shares, unless specified by
a primary listing market to be fewer than 100 shares. Under Rule 7.5,
any amount less than a round lot constitutes an ``odd lot,'' and any
amount greater than a round lot that is not a multiple of a round lot
constitutes a ``mixed lot.''
In 2020, the Commission amended Reg NMS to modernize the NMS
information provided within the national market system for the benefit
of market participants and to better achieve Section 11A's goals of
assuring ``the availability to brokers, dealers, and investors of
information with respect to quotations for and transactions in
securities that is prompt, accurate, reliable, and fair'' (the ``MDI
Rules'').\5\ These changes included an amendment to Rule 600 of Reg NMS
to include a definition of ``round lot'' that assigns each NMS stock to
a round lot size based on the stock's average closing price.
---------------------------------------------------------------------------
\5\ See Securities Exchange Act Release No. 90610 (December 9,
2020), 86 FR 18596 (April 9, 2021) (File No. S7-03-20) (``MDI
Adopting Release'').
---------------------------------------------------------------------------
As part of the amendments to certain Reg NMS rules in 2024, the
Commission revised the round lot and odd-lot definitions adopted in
2020 under the MDI Rules and accelerated the compliance date for the
amended definitions.\6\ Rule 600(b)(93) under Reg NMS defines a round
lot and provides that for NMS stocks that have an average closing price
on the primary listing exchange during the prior evaluation period of:
(1) $250.00 or less per share, a round lot is 100 shares; (2) $250.01
to $1,000.00 per share, a round lot is 40 shares; (3) $1,000.01 to
$10,000.00 per share, a round lot is 10 shares; and (4) $10,000.01 or
more per share, a round lot is 1 share.\7\ The round lot definition was
implemented on the first business day of November 2025.\8\ On October
31, 2025, the Commission provided temporary exemptive relief to the
[[Page 57254]]
exchanges from the requirement to file proposed rule changes to amend
any exchange rules to reflect the round lot definition in Reg NMS Rule
600 until 30 calendar days following the end of the lapse in
appropriation.\9\
---------------------------------------------------------------------------
\6\ See Release 01070, 89 FR at 81680.
\7\ See 17 CFR 242.600(b)(93).
\8\ See Release No. No. 101070, 89 FR at 81666.
\9\ See Securities Exchange Act Release No. 104172 (October 31,
2025), 90 FR 51418 (November 17, 2025) (Order Granting Temporary
Exemptive Relief, Pursuant to Section 36(a)(1) of the Securities
Exchange Act of 1934 and Rules 610(f) and 612(d) of Regulation NMS,
From Compliance With Rule 600(b)(89)(i)(F), Rule 610(c), Rule 610(d)
and Rule 612 of Regulation NMS, as Amended). The lapse in
appropriations began on October 1, 2025, and ended on November 12,
2025.
---------------------------------------------------------------------------
In anticipation of the upcoming compliance date, the Exchange
proposes to amend its definition of round lot to reflect the definition
of round lot under Reg NMS. To effectuate this change, the Exchange
would replace ``specified by the primary listing market'' with
``required by the definition of `round lot' under Regulation NMS.'' As
proposed, the second sentence of Rule 7.5 would read ``A `round lot' is
100 shares, unless required by the definition of `round lot' under
Regulation NMS to be fewer than 100 shares.'' The Exchange does not
propose any other changes to Rule 7.5.
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 Section 6(b)(1) \11\ in particular, in that it enables
the Exchange to be so organized as to have the capacity to be able to
carry out the purposes of the Act and to comply, and to enforce
compliance by its exchange members and persons associated with its
exchange members, with the provisions of the Act, the rules and
regulations thereunder, and the rules of the Exchange. The Exchange
also believes that the proposed rule change is consistent with Section
6(b)(5) \12\ of the Act 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 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.
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78f(b)(5).
\11\ 15 U.S.C. 78f(b)(1).
\12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
As discussed above, the Exchange proposes to amend Rule 7.5 to
conform with the definition of round lot under Reg NMS. The Exchange
believes that the proposed rule change 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 the
Exchange's rules properly reflect the requirements of Rule 600 of Reg
NMS. The Exchange also believes that the proposed rule change would
remove impediments to and perfects the mechanism of a free and open
market by ensuring that persons subject to the Exchange's jurisdiction,
regulators, and the investing public can more easily navigate and
understand the Exchange's rules. The proposed rule change 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 the
increased transparency and clarity, thereby reducing potential
confusion. The Exchange accordingly believes that the proposed rule
change does not raise any new or novel issues not previously considered
by the Commission.
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 proposed rule change is
not intended to address competitive issues but rather is concerned
solely with updating the Exchange's definition of round lot to reflect
the definition of that term in Reg NMS.
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
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \13\ and Rule 19b-4(f)(6) thereunder.\14\
Because the 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 prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act \15\ and Rule 19b-
4(f)(6) \16\ thereunder.
---------------------------------------------------------------------------
\13\ 15 U.S.C. 78s(b)(3)(A)(iii).
\14\ 17 CFR 240.19b-4(f)(6).
\15\ 15 U.S.C. 78s(b)(3)(A).
\16\ Rule 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, along with a brief
description and text of 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
Exchange has satisfied this requirement.
---------------------------------------------------------------------------
At any time within 60 days of the filing of such 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 under
Section 19(b)(2)(B) \17\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
---------------------------------------------------------------------------
\17\ 15 U.S.C. 78s(b)(2)(B).
---------------------------------------------------------------------------
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#ee9c9b828bc38d8183838b809a9dae9d8b8dc0898198"><span class="__cf_email__" data-cfemail="4b393e272e66282426262e253f380b382e28652c243d">[email protected]</span></a>. Please include
file number SR-NYSENAT-2025-25 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-2025-25. 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
[[Page 57255]]
obscene or subject to copyright protection. All submissions should
refer to file number SR-NYSENAT-2025-25 and should be submitted on or
before December 31, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
---------------------------------------------------------------------------
\18\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-22384 Filed 12-9-25; 8:45 am]
BILLING CODE 8011-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on December 10, 2025.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.