Notice2025-22398
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend the Application of the Minimum Bid Price Rule in Situations Where a Security Does Not Maintain a Closing Bid Price of Greater Than $0.10 for Ten Consecutive Business Days
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 57225-57228]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-22398]
[[Page 57225]]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104318; File No. SR-NASDAQ-2025-065]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of Amendment No. 1 and Order Granting Accelerated
Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To
Amend the Application of the Minimum Bid Price Rule in Situations Where
a Security Does Not Maintain a Closing Bid Price of Greater Than $0.10
for Ten Consecutive Business Days
December 5, 2025.
I. Introduction
On August 22, 2025, the Nasdaq Stock Market LLC (``Exchange'' or
``Nasdaq'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to modify the application of the minimum bid price
rule in situations where a security does not maintain a closing bid
price of greater than $0.10 for ten consecutive business days. The
proposed rule change was published for comment in the Federal Register
on September 8, 2025.\3\ On September 25, 2025, pursuant to Section
19(b)(2) of the Act,\4\ 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.\5\ On November 20, 2025, the
Exchange filed Amendment No. 1 to the proposed rule change, which
superseded the original proposed rule change in its entirety.\6\ The
Commission is publishing this notice to solicit comments on the
proposed rule change, as modified by Amendment No. 1, from interested
persons and is approving the proposed rule change, as modified by
Amendment No. 1, on an accelerated basis.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 103846 (Sept. 3,
2025), 90 FR 43251 (``Notice''). The Commission has received no
comments on the Notice.
\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 104052, 90 FR 46999
(Sept. 30, 2025) (designating December 7, 2025, as the date by which
the Commission shall either approve, disapprove, or institute
proceedings to determine whether to disapprove the proposed rule
change).
\6\ In Amendment No. 1, the Exchange: (1) made changes to
consistently use the term ``business days''; (2) provided additional
description of certain aspects of the proposal; and (3) made other
technical and non-substantive changes for readability. The full text
of Amendment No. 1 can be found on the Commission's website at:
<a href="https://www.sec.gov/comments/sr-nasdaq-2025-065/srnasdaq2025065-677607-2075294.pdf">https://www.sec.gov/comments/sr-nasdaq-2025-065/srnasdaq2025065-677607-2075294.pdf</a>.
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change, as Modified by Amendment
No. 1 <SUP>7</SUP>
---------------------------------------------------------------------------
\7\ All capitalized terms not otherwise defined in this order
shall have the meanings set forth in the Nasdaq Listing Rules.
---------------------------------------------------------------------------
Nasdaq Rules require a company's equity securities listed on the
Nasdaq Global Select Market, Nasdaq Global Market, and Nasdaq Capital
Market to maintain a minimum closing bid price of at least $1 per share
(the ``Bid Price Requirement'').\8\ Upon failure of a company's
security to satisfy the Bid Price Requirement, Nasdaq Rule
5810(c)(3)(A) provides for an automatic compliance period of 180
calendar days from the date Nasdaq notifies the company of the
deficiency for the company to achieve compliance with the Bid Price
Requirement.\9\ Subject to certain requirements,\10\ including
notifying Nasdaq of the company's intent to cure this deficiency, a
company listed on, or that transfers to, the Nasdaq Capital Market may
be provided with a second 180-day compliance period.\11\ If a company
is not eligible for the second compliance period, or the company is
eligible but does not resolve the bid price deficiency during the
second 180-day compliance period, the company is issued a Staff
Delisting Determination under Nasdaq Rule 5810 with respect to that
security, which can be appealed to a Nasdaq Listing Qualifications
Hearings Panel (``Hearings Panel'').\12\ A timely request for a hearing
ordinarily stays the suspension of the company's security from trading
pending the issuance of a written Hearings Panel decision.\13\ The
Hearings Panel may, where it deems appropriate, grant an exception to
the Bid Price Requirement and allow a company up to an additional 180
days from the date of the Staff Delisting Determination to regain
compliance.\14\
---------------------------------------------------------------------------
\8\ Each tier of Nasdaq includes continued listing requirements
that specified securities maintain a minimum closing bid price of at
least $1 per share. See Nasdaq Rule 5550(a)(2) (Primary Equity
Security listed on the Nasdaq Capital Market), Nasdaq Rule
5555(a)(1) (Preferred Stock and Secondary Classes of Common Stock
listed on the Nasdaq Capital Market), Nasdaq Rule 5450(a)(1)
(Primary Equity Security listed on the Nasdaq Global or Global
Select Markets), and Nasdaq Rule 5460(a)(3) (Preferred Stock and
Secondary Classes of Common Stock listed on the Nasdaq Global or
Global Select Markets). The Bid Price Requirement does not apply to
Other Securities listed pursuant to the Nasdaq Rule 5700 Series,
rights, warrants, convertible debt, and subscription receipts.
\9\ A failure to meet the Bid Price Requirement occurs when a
company's security has a closing bid price below $1.00 for a period
of thirty consecutive business days. See Nasdaq Rule 5810(c)(3)(A).
Compliance can be achieved during any compliance period by meeting
the Bid Price Requirement for a minimum of ten consecutive business
days during the applicable compliance period, unless Staff exercises
its discretion to extend this ten-day period as discussed in Nasdaq
Rule 5810(c)(3)(H). See id.
\10\ If a company listed on the Nasdaq Capital Market is not
deemed in compliance before the expiration of the 180-day compliance
period, it will be afforded an additional 180-day compliance period,
provided that on the 180th day of the first compliance period it
meets the applicable market value of publicly held shares
requirement for continued listing and all other applicable standards
for initial listing on the Nasdaq Capital Market (except the Bid
Price Requirement) based on the company's most recent public filings
and market information and notifies Nasdaq of its intent to cure
this deficiency. See Nasdaq Rule 5810(c)(3)(A)(ii). If a company
does not indicate its intent to cure the deficiency, or if it does
not appear to Nasdaq that it is possible for the company to cure the
deficiency, the company will not be eligible for the second
compliance period. See id. If the company has publicly announced
information (e.g., in an earnings release) indicating that it no
longer satisfies the applicable listing criteria, it will not be
eligible for the additional compliance period under Nasdaq Rule
5810(c)(3)(A)(ii). See id.
\11\ See id.
\12\ See Nasdaq Rule 5815 (Review of Staff Determinations by
Hearings Panel).
\13\ See Nasdaq Rule 5815(a)(1)(B). A timely request for a
hearing will not stay the suspension of securities from trading
pending the issuance of a written Hearings Panel decision when the
Staff Delisting Determination is related to certain enumerated
deficiencies, including where the company has been afforded a second
180-day compliance period within which to regain compliance with the
Bid Price Requirement. See Nasdaq Rule 5815(a)(1)(B)(ii).
\14\ See Nasdaq Rule 5815(c)(1)(A). A company may appeal a
Hearings Panel decision to the Nasdaq Listing and Hearing Review
Council (``Listing Council''). See Nasdaq Rule 5820.
---------------------------------------------------------------------------
The Nasdaq Rules set forth limited circumstances that can truncate
or alter the bid price compliance periods. In particular, Nasdaq Rule
5810(c)(3)(A)(iii) provides that if a company's security is already in
a compliance period for non-compliance with the Bid Price Requirement
and thereafter has a closing bid price of $0.10 or less for 10
consecutive trading days (``Low Price Requirement''), Nasdaq must issue
a Staff Delisting Determination with respect to that security,
notwithstanding any otherwise available compliance period.
The Exchange states that, based on its experience administering the
rules described above, it is proposing modifications to the Low Price
Requirement.\15\
---------------------------------------------------------------------------
\15\ See Amendment No. 1 at 6.
---------------------------------------------------------------------------
First, the Exchange proposes to modify the Low Price Requirement
under Nasdaq Rule 5810(c)(3)(A)(iii), such that a failure to meet the
continued listing requirement for minimum bid price shall be determined
to exist if a company's security has a closing bid price of $0.10 or
less for ten consecutive business days, regardless of whether the
company is under any compliance
[[Page 57226]]
period specified in Nasdaq Rule 5810(c)(3)(A).\16\ Upon such failure,
the Listing Qualifications Department shall issue a Staff Delisting
Determination under Nasdaq Rule 5810 with respect to that security, the
security shall be suspended from trading on Nasdaq, and the company
shall be ineligible for any compliance period otherwise described in
Nasdaq Rule 5810(c)(3)(A).\17\ Compliance with the Low Price
Requirement can be achieved by meeting the applicable standard (i.e.,
at least $1.00) for a minimum of ten consecutive business days, unless
Nasdaq Staff exercises its discretion to extend the ten-day period as
discussed in Nasdaq Rule 5810(c)(3)(H).\18\
---------------------------------------------------------------------------
\16\ The Exchange states that it proposes to modify ``trading
days'' to ``business days'' in Nasdaq Rule 5810(c)(3)(A)(iii) for
purposes of terminology consistency. See Amendment No. 1 at 6, n.9.
The Exchange also states that it proposes to amend Nasdaq Rule
5810(c)(3)(A) to indicate that the failure to meet the Bid Price
Requirement for a period of thirty consecutive business days is no
longer the only condition where the failure to meet the continued
listing requirement for minimum bid price shall be determined to
exist. See id. at 6-7.
\17\ See proposed Nasdaq Rule 5810(c)(3)(A)(iii). The Exchange
states that the proposal will accelerate the time when a Staff
Delisting Determination is sent in situations where a security's
price quickly declines from above $1.00 to below $0.10 rather than
require a company to first be non-compliant with the Bid Price
Requirement (i.e., having had a closing bid price less than $1.00
for thirty consecutive business days) before the Low Price
Requirement takes effect to truncate any remaining compliance
period. See Amendment No. 1 at 6.
\18\ See proposed Nasdaq Rule 5810(c)(3)(A)(iii). The Exchange
states that the proposed mechanism to regain compliance is identical
to the manner specified in Nasdaq Rule 5810(c)(3)(A) for the minimum
bid price continued listing standard generally. See Amendment No. 1
at 7, n.10.
---------------------------------------------------------------------------
The Exchange states that it has observed that the challenges facing
companies whose security's price declines to $0.10 or less for ten
consecutive business days are often indicative of deep financial or
operational distress, generally are not temporary, and may be so severe
that the company is not likely to regain compliance with the Bid Price
Requirement.\19\ Accordingly, the Exchange states that it believes it
is appropriate for investor protection reasons to accelerate the time
when the Staff Delisting Determination is sent to such companies.\20\
---------------------------------------------------------------------------
\19\ See Amendment No. 1 at 7, 10. The Exchange further states
that ``the price concerns with these companies can be a leading
indicator of other listing compliance concerns, and these companies
often become subject to delisting for other reasons during the
compliance periods.'' Id. at 10.
\20\ See id. at 7.
---------------------------------------------------------------------------
Second, the Exchange proposes to include the failure to comply with
the Low Price Requirement to the list of circumstances in which a
request for Hearings Panel review will not stay the suspension of
company's security from trading. Specifically, a timely request for a
hearing will not stay the suspension of the company's security from
trading pending the issuance of a written Hearings Panel decision when
the Staff Delisting Determination is related to a failure to comply
with the Low Price Requirement under proposed Nasdaq Rule
5810(c)(3)(A)(iii).\21\ Rather, failure to comply with the Low Price
Requirement will result in immediate suspension from trading on Nasdaq.
The Exchange states that it believes it is not appropriate for these
very low-priced securities to continue trading on Nasdaq during the
pendency of the Hearings Panel review process following receipt of a
Staff Delisting Determination.\22\ The Exchange also states that,
pursuant to Nasdaq Rule 5815(c)(1)(A), the Hearings Panel will continue
to have discretion, where it deems appropriate, to grant an exception
for up to 180 days from the date of the Staff Delisting Determination
for the company to regain compliance with the Low Price
Requirement.\23\
---------------------------------------------------------------------------
\21\ See proposed Nasdaq Rule 5815(a)(1)(B)(ii)e.
\22\ See Amendment No. 1 at 7. The Exchange states that when a
company has its securities suspended during a Hearings Panel's
review, its securities would generally trade in the over-the-counter
market pending the issuance of a written Hearings Panel decision.
See Amendment No. 1 at 8.
\23\ See id. at 9. The Hearings Panel will also continue to have
the authority to find the company in compliance with all applicable
listing standards and reinstate the trading of the company's
securities on Nasdaq. See Nasdaq Rule 5815(c)(1)(E).
---------------------------------------------------------------------------
Finally, the Exchange proposes to make the proposed rule change
operative 45 days after Commission approval.\24\
---------------------------------------------------------------------------
\24\ See Amendment No. 1 at 9. The Exchange states that the
proposed rule change will not apply to any company that has received
a Staff Delisting Determination for failure to satisfy the Bid Price
Requirement under Nasdaq Rule 5810(c)(3)(A) and has appeared before
a Hearings Panel on or before the operative date. See id.
---------------------------------------------------------------------------
III. Discussion and Commission Findings
After careful review, the Commission finds that the proposed rule
change, as modified by Amendment No. 1, is consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to a national securities exchange.\25\ In particular, the
Commission finds that the proposed rule change, as modified by
Amendment No. 1, is consistent with Section 6(b)(5) of the Act,\26\
which requires, among other things, that the rules of an exchange be
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, 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, and not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers. In addition, the Commission
finds that the proposed rule change, as modified by Amendment No. 1, is
consistent with Section 6(b)(7) of the Act,\27\ which requires, among
other things, that the rules of an exchange provide fair procedure for
the prohibition or limitation by the exchange of any person with
respect to access to services offered by the exchange.
---------------------------------------------------------------------------
\25\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\26\ 15 U.S.C. 78f(b)(5).
\27\ 15 U.S.C. 78f(b)(7).
---------------------------------------------------------------------------
The development and enforcement of meaningful listing standards
\28\ for an exchange is of critical importance to financial markets and
the investing public. Among other things, such listing standards help
ensure that exchange-listed companies will have sufficient public
float, investor base, and trading interest to provide the depth and
liquidity to promote fair and orderly markets. Meaningful listing
standards also are important given investor expectations regarding the
nature of securities that have achieved an exchange listing, and the
role of an exchange in overseeing its market and assuring compliance
with its listing standards.\29\
---------------------------------------------------------------------------
\28\ The Commission notes that this reference to ``listing
standards'' is referring to both initial and continued listing
standards.
\29\ See, e.g., Securities Exchange Act Release Nos. 88716 (Apr.
21, 2020), 85 FR 23393 (Apr. 27, 2020) (SR-NASDAQ-2020-001) (Order
Approving a Proposed Rule Change To Modify the Delisting Process for
Securities With a Bid Price at or Below $0.10 and for Securities
That Have Had One or More Reverse Stock Splits With a Cumulative
Ratio of 250 Shares or More to One Over the Prior Two-Year Period);
88389 (Mar. 16, 2020), 85 FR 16163 (Mar. 20, 2020) (SR-NASDAQ-2019-
089) (Notice of Filing of Amendment No. 1 and Order Granting
Accelerated Approval of a Proposed Rule Change, as Modified by
Amendment No. 1, To Amend Rule 5815 To Preclude Stay During Hearing
Panel Review of Staff Delisting Determinations in Certain
Circumstances). See also Securities Exchange Act Release No. 81856
(Oct. 11, 2017), 82 FR 48296, 48298 (Oct. 17, 2017) (SR-NYSE-2017-
31) (Notice of Filing of Amendment No. 1 and Order Granting
Accelerated Approval of a Proposed Rule Change, as Modified by
Amendment No. 1, To Amend the Listed Company Manual To Adopt Initial
and Continued Listing Standards for Subscription Receipts) (stating
that ``[a]dequate standards are especially important given the
expectations of investors regarding exchange trading and the
imprimatur of listing on a particular market'' and that ``[o]nce a
security has been approved for initial listing, maintenance criteria
allow an exchange to monitor the status and trading characteristics
of that issue . . . so that fair and orderly markets can be
maintained.'').
---------------------------------------------------------------------------
[[Page 57227]]
The Exchange's proposal is reasonably designed to enhance its
continued listing standards, thereby protecting investors and the
public interest. As discussed above, currently, a company must first be
non-compliant with the Bid Price Requirement (i.e., the company's
security has traded below $1.00 for thirty consecutive business days)
and subject to a compliance period in Nasdaq Rule 5810(c)(3)(A) before
the additional provisions of the Low Price Requirement take effect to
truncate any remaining compliance period. Under the proposal, if the
company's security becomes non-compliant with the Low Price Requirement
(i.e., the company's security has traded at or below $0.10 for ten
consecutive business days), the Exchange will immediately issue a Staff
Delisting Determination and suspend the securities from trading on
Nasdaq. Thus, the proposed rule change will accelerate the timeframe
within which the Exchange will issue a Staff Delisting Determination in
instances where a security's price declines to $0.10 or below for at
least 10 consecutive business days and result in immediate suspension
from trading on Nasdaq.\30\
---------------------------------------------------------------------------
\30\ See supra notes 16-17 and accompanying text.
---------------------------------------------------------------------------
The Exchange states that it is appropriate to subject securities
that are non-compliant with the Low Price Requirement to heightened
scrutiny because, as the Exchange stated in its proposal,\31\ such
securities may have similar characteristics to penny stocks and yet,
because they are listed on the Exchange, are exempt from the Penny
Stock Rules, which provide enhanced investor protections, among other
things, to prevent fraud and safeguard against potential market
manipulation.\32\ In addition, the Exchange states that it has observed
that the challenges facing such companies are often indicative of deep
financial or operational distress, generally are not temporary, and may
be so severe that the companies are not likely to regain compliance
within the prescribed compliance period.\33\ The Exchange also states
that the price concerns with such companies can be a leading indicator
of other listing compliance concerns, and that these companies often
become subject to delisting for other reasons during the compliance
periods.\34\
---------------------------------------------------------------------------
\31\ See Amendment No. 1 at 10-11.
\32\ See 17 CFR 240.3a51-1(a)(1); 17 CFR 240.15g-1 to-9. In
particular, the Penny Stock Rules provide protections to investors
in low-priced stocks requiring, among other things, that broker-
dealers provide a disclosure document to their customers describing
the risk of investing in penny stocks and approve customer accounts
for transactions in penny stocks.
\33\ See supra note 19 and accompanying text.
\34\ See supra note 19.
---------------------------------------------------------------------------
The Exchange can reasonably conclude from its experience that a
company's inability to comply with the Low Price Requirement is
indicative of serious difficulties within such company that are likely
to continue to put downward pressure on the stock price, such that the
company is not likely to regain compliance within any compliance
periods. Further, the continued listing of very low-priced securities
raises concerns that these securities may not have sufficient public
float, investor base, and trading interest to promote fair and orderly
markets and relatedly may have heightened susceptibility to
manipulation. Given these concerns, the Exchange's proposal to
immediately suspend and delist companies that are in violation of the
Low Price Requirement is appropriate and consistent with Section
6(b)(5) of the Act.
In addition, the proposal prohibits continued trading of a
company's security on the Exchange during the pendency of Hearings
Panel review of a Staff Delisting Determination when the company has
not complied with the Low Price Requirement.\35\ It is consistent with
investor protection to prohibit such companies from continuing to trade
on the Exchange during a review of the delisting determination for
these very low-priced securities.
---------------------------------------------------------------------------
\35\ See supra note 21 and accompanying text.
---------------------------------------------------------------------------
While the Commission recognizes that the Exchange delisting process
is in part designed to allow companies experiencing temporary financial
and/or business issues to regain compliance with continued listing
standards,\36\ the proposal reasonably balances the intent of the
delisting process with the need to prevent the prolonged trading of a
company's very low-priced securities on the Exchange when the company
is unlikely to regain compliance with Exchange standards for continued
listing, which is contrary to the goal of protecting investors and the
public interest.
---------------------------------------------------------------------------
\36\ The Exchange has stated, for example, that the bid price
compliance periods are ``designed to allow adequate time for a
company facing temporary business issues, a temporary decrease in
the market value of its securities, or temporary market conditions
to come back into compliance with a bid price deficiency.'' See
Securities Exchange Act Release No. 87982 (Jan. 15, 2020), 85 FR
3736, 3737 (Jan. 22, 2020) (SR-NASDAQ-2020-001) (Notice of Filing of
Proposed Rule Change to Modify the Delisting Process for Securities
with a Bid Price Below $0.10 and for Securities that Have Had One or
More Reverse Stock Splits with a Cumulative Ratio of 250 or More to
One over the Prior Two Year Period).
---------------------------------------------------------------------------
The proposal is also consistent with Section 6(b)(7) of the Act in
that it provides a fair procedure for the prohibition or limitation by
the Exchange of any person with respect to access to services offered.
A listed company whose security is subject to immediate suspension and
delisting under the proposal after failing to comply with the Low Price
Requirement will still be able to seek review of the Staff Delisting
Determination by the Hearings Panel. Further, while such company's
security will not trade on the Exchange during the pendency of any
appeal, the Hearings Panel will continue to have authority, where it
deems appropriate, to grant an exception period for up to 180 days from
the date of the Staff Delisting Determination for the company to regain
compliance with the Low Price Requirement or to find the company in
compliance with all applicable listing standards.\37\ Moreover, the
company will continue to be able to appeal a Hearings Panel decision to
the Listing Council.\38\
---------------------------------------------------------------------------
\37\ See supra note 23 and accompanying text. See also Nasdaq
Rule 5815(c)(1)(A) and (E).
\38\ See supra note 14.
---------------------------------------------------------------------------
In sum, the Exchange's proposal is reasonably designed to enhance
its continued listing standards as it appropriately identifies
securities listed on its market that are more likely to have serious
recurrent issues in regaining and maintaining compliance with the Bid
Price Requirement and proposes reasonable changes to shorten the time
that such non-compliant securities can remain trading on the Exchange,
thereby protecting investors and the public interest in accordance with
Section 6(b)(5) of the Act,\39\ while at the same time maintaining a
fair procedure for affected companies to appeal their Staff Delisting
Determinations to the Hearings Panel in accordance with Section 6(b)(7)
of the Act.\40\ For these reasons, the Commission finds that the
proposed rule change, as modified by Amendment No. 1, is consistent
with the requirements of the Act.
---------------------------------------------------------------------------
\39\ 15 U.S.C. 78f(b)(5).
\40\ 15 U.S.C. 78f(b)(7).
---------------------------------------------------------------------------
IV. Solicitation of Comments on Amendment No. 1 to the Proposed Rule
Change
Interested persons are invited to submit written data, views, and
arguments concerning whether the proposed rule changes, as modified by
Amendment No. 1, is consistent with
[[Page 57228]]
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#2a585f464f07494547474f445e596a594f49044d455c"><span class="__cf_email__" data-cfemail="88fafde4eda5ebe7e5e5ede6fcfbc8fbedeba6efe7fe">[email protected]</span></a>. Please include
file number SR-NASDAQ-2025-065 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-2025-065. 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-2025-065 and should be submitted
on or before December 31, 2025.
V. Accelerated Approval of the Proposed Rule Change, as Modified by
Amendment No. 1
The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 1, prior to the thirtieth day
after the date of publication of notice of the filing of Amendment No.
1 in the Federal Register. Amendment No. 1 provides additional clarity
to the proposal by utilizing consistent terminology to refer to a
``business day'' and setting forth additional description of certain
aspects of the proposal. Amendment No. 1 also makes certain changes
that are technical and non-substantive in nature. In addition, the
proposal has been subject to public comment \41\ and no comment has
been received.
---------------------------------------------------------------------------
\41\ See Notice, supra note 3.
---------------------------------------------------------------------------
The Commission finds that Amendment No. 1 does not raise any novel
regulatory issues that have not previously been subject to comment and
is reasonably designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, 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, and not designed to permit unfair discrimination
between customers, issuers, brokers, or dealers. In addition, the
Commission finds the proposal provides fair procedure for the
prohibition or limitation by the exchange of any person with respect to
access to services offered by the exchange. Accordingly, the Commission
finds good cause, pursuant to Section 19(b)(2) of the Act,\42\ to
approve the proposed rule change, as modified by Amendment No. 1, on an
accelerated basis.
---------------------------------------------------------------------------
\42\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------
VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\43\ that the proposed rule change (SR-NASDAQ-2025-065), as
modified by Amendment No. 1, be and hereby is, approved on an
accelerated basis.
---------------------------------------------------------------------------
\43\ Id.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\44\
---------------------------------------------------------------------------
\44\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-22398 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.