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Notice2025-22470

Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to NOM Options 7, Section 2

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Published

December 11, 2025

Issuing agencies

Securities and Exchange Commission

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<title>Federal Register, Volume 90 Issue 236 (Thursday, December 11, 2025)</title>
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[Federal Register Volume 90, Number 236 (Thursday, December 11, 2025)]
[Notices]
[Pages 57505-57508]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-22470]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-104346; File No. SR-NASDAQ-2025-093]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change to
NOM Options 7, Section 2

December 8, 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 25, 2025, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III, below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

The Exchange proposes to amend The Nasdaq Options Market LLC
(``NOM'') Rules at Options 7, Section 2, Nasdaq Options Market--Fees
and Rebates.
While the changes proposed herein are effective upon filing, the
Exchange has designated the amendments become operative on February 2,
2026.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings">https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings</a>, and at the principal office of the Exchange.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
The Exchange proposes to amend NOM's Pricing Schedule at Options 7,
Section 2, Nasdaq Options Market--Fees and Rebates, related to the
Penny Symbol Fee for Removing Liquidity.
Background
Today, NOM assesses certain fees and rebates for execution of
contracts on NOM as follows:

----------------------------------------------------------------------------------------------------------------
Tier 1 Tier 2 Tier 3 Tier 4 Tier 5 Tier 6
----------------------------------------------------------------------------------------------------------------
Rebates to Add Liquidity in Penny Symbols
----------------------------------------------------------------------------------------------------------------
Customer.......................... ($0.20) ($0.25) ($0.43) ($0.44) ($0.45) ($0.48)
Professional...................... (0.20) (0.25) (0.43) (0.44) (0.45) (0.47)
Broker-Dealer..................... (0.10) (0.10) (0.10) (0.10) (0.10) (0.10)

[[Page 57506]]

Firm.............................. (0.10) (0.10) (0.10) (0.10) (0.10) (0.10)
Non-NOM Market Maker.............. (0.10) (0.10) (0.10) (0.10) (0.10) (0.10)
NOM Market Maker.................. (0.20) (0.25) (0.30) (0.32) (0.46) (0.48)
----------------------------------------------------------------------------------------------------------------
Fees and Rebates to Add Liquidity in Non-Penny Symbols
----------------------------------------------------------------------------------------------------------------
Customer.......................... ($0.80)
Professional...................... (0.80)
Broker-Dealer..................... 0.45
Firm.............................. 0.45
Non-NOM Market Maker.............. 0.45
NOM Market Maker.................. 0.35/0.00/
(0.30)/
(0.40)
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Fees to Remove Liquidity in Penny and Non-Penny Symbols
----------------------------------------------------------------------------------------------------------------
Penny symbols
Non-penny symbols
----------------------------------------------------------------------------------------------------------------
Customer.......................... $0.49
$0.85
Professional...................... 0.49
0.85
Broker-Dealer..................... 0.50
1.25
Firm.............................. 0.50
1.25
Non-NOM Market Maker.............. 0.50
1.25
NOM Market Maker.................. 0.50
1.25
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Today, NOM offers Participants the ability to lower their Penny
Symbol Fee for Removing Liquidity in note 2 of Options 7, Section 2.
Specifically, Participants that add 1.10% of Customer, Professional,
Firm, Broker-Dealer or Non-NOM Market Maker liquidity in Penny Symbols
and/or Non-Penny Symbols of total industry customer equity and ETF
option ADV contracts per day in a month are subject to the following
pricing applicable to executions: a $0.48 per contract Penny Symbols
Fee for Removing Liquidity when the Participant is (i) both the buyer
and the seller or (ii) the Participant removes liquidity from another
Participant under Common Ownership.
Also, today, Participants that add 1.30% of Customer, Professional,
Firm, Broker-Dealer or Non-NOM Market Maker liquidity in Penny Symbols
and/or Non-Penny Symbols of total industry customer equity and ETF
option ADV contracts per day in a month and meet or exceed the cap for
The Nasdaq Stock Market Opening Cross during the month are subject to
the following pricing applicable to executions less than 10,000
contracts: a $0.38 per contract Penny Symbols Fee for Removing
Liquidity when the Participant is (i) both the buyer and seller or (ii)
the Participant removes liquidity from another Participant under Common
Ownership.
Finally, today, Participants that add 1.55% of Customer,
Professional, Firm, Broker-Dealer or Non-NOM Market Maker liquidity in
Penny Symbols and/or Non-Penny Symbols of total industry customer
equity and ETF option ADV contracts per day in a month are subject to
the following pricing applicable to executions less than 10,000
contracts: a $0.38 per contract Penny Symbols Fee for Removing
Liquidity when the Participant is (i) both the buyer and seller or (ii)
the Participant removes liquidity from another Participant under Common
Ownership.
At this time, the Exchange proposes to remove the note 2 incentive
of Options 7, Section 2 that provides:

Participants that add 1.30% of Customer, Professional, Firm,
Broker-Dealer or Non-NOM Market Maker liquidity in Penny Symbols
and/or Non-Penny Symbols of total industry customer equity and ETF
option ADV contracts per day in a month and meet or exceed the cap
for The Nasdaq Stock Market Opening Cross during the month will be
subject to the following pricing applicable to executions less than
10,000 contracts: a $0.38 per contract Penny Symbols Fee for
Removing Liquidity when the Participant is (i) both the buyer and
seller or (ii) the Participant removes liquidity from another
Participant under Common Ownership.

With this proposal, despite the removal of part of the note 2
incentive described above, the Exchange would continue to incentivize
Participants through the remaining two incentives within note 2 of
Options 7, Section 2 to add a greater amount of liquidity on NOM in an
effort to lower their Penny Symbol Fee for Removing Liquidity.
Participants that currently qualify for the lower $0.38 per contract
Penny Symbol Fee for Removing Liquidity may continue to lower their
Penny Symbol Fees for Removing Liquidity by qualifying for one of the
remaining two incentives in note 2 of Options 7, Section 2.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\3\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\4\ in particular, in that it provides
for the equitable allocation of reasonable dues, fees and other charges
among members and issuers and other persons using any facility, and is
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\3\ 15 U.S.C. 78f(b).
\4\ 15 U.S.C. 78f(b)(4) and (5).
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The Commission and the courts have repeatedly expressed their
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. In Regulation
NMS, while adopting a series of steps to improve the current market
model, the Commission highlighted the importance of market forces in
determining prices and SRO revenues and, also, recognized that current
regulation of the market system ``has been remarkably successful in
promoting market competition in its broader forms that are most
important to investors and listed companies.'' \5\
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\5\ Securities Exchange Act Release No. 51808 (June 9, 2005), 70
FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting
Release'').
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Likewise, in NetCoalition v. Securities and Exchange Commission \6\
(``NetCoalition'') the D.C. Circuit upheld the Commission's use of a
market-based approach in evaluating the fairness of market data fees
against a challenge

[[Page 57507]]

claiming that Congress mandated a cost-based approach.\7\ As the court
emphasized, the Commission ``intended in Regulation NMS that `market
forces, rather than regulatory requirements' play a role in determining
the market data . . . to be made available to investors and at what
cost.'' \8\
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\6\ NetCoalition v. SEC, 615 F.3d 525 (D.C. Cir. 2010).
\7\ See NetCoalition, at 534-535.
\8\ Id. at 537.
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Further, ``[n]o one disputes that competition for order flow is
`fierce.' . . . As the SEC explained, `[i]n the U.S. national market
system, buyers and sellers of securities, and the broker-dealers that
act as their order-routing agents, have a wide range of choices of
where to route orders for execution'; [and] `no exchange can afford to
take its market share percentages for granted' because `no exchange
possesses a monopoly, regulatory or otherwise, in the execution of
order flow from broker dealers'. . . .'' \9\ Although the court and the
SEC were discussing the cash equities markets, the Exchange believes
that these views apply with equal force to the options markets.
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\9\ Id. at 539 (quoting Securities Exchange Act Release No.
59039 (December 2, 2008), 73 FR 74770, 74782-83 (December 9, 2008)
(SR-NYSEArca-2006-21)).
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The Exchange's proposal to remove one of the three note 2
incentives of Options 7, Section 2 that lowers the Penny Symbol Fee for
Removing Liquidity is reasonable because despite the removal of part of
the note 2 incentive,\10\ the Exchange would continue to incentivize
Participants through the remaining two incentives within note 2 of
Options 7, Section 2 to add a greater amount of liquidity on NOM in an
effort to lower their Penny Symbol Fee for Removing Liquidity.
Participants that currently qualify for the lower $0.38 per contract
Penny Symbol Fee for Removing Liquidity may continue to lower their
Penny Symbol Fees for Removing Liquidity by qualifying for one of the
remaining two incentives in note 2 of Options 7, Section 2.
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\10\ The Exchange proposes to remove the second incentive from
note 2 of Options 7, Section 2 that states, Participants that add
1.30% of Customer, Professional, Firm, Broker-Dealer or Non-NOM
Market Maker liquidity in Penny Symbols and/or Non-Penny Symbols of
total industry customer equity and ETF option ADV contracts per day
in a month and meet or exceed the cap for The Nasdaq Stock Market
Opening Cross during the month will be subject to the following
pricing applicable to executions less than 10,000 contracts: a $0.38
per contract Penny Symbols Fee for Removing Liquidity when the
Participant is (i) both the buyer and seller or (ii) the Participant
removes liquidity from another Participant under Common Ownership.
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The Exchange's proposal to remove one of the three note 2
incentives of Options 7, Section 2 that lowers the Penny Symbol Fee for
Removing Liquidity is equitable and not unfairly discriminatory because
no Participant would be able to qualify for the second incentive within
note 2 of Options 7, Section 2 that pays a $0.38 per contract Penny
Symbols Fee for Removing Liquidity, applicable to executions less than
10,000 contracts, when a Participant adds 1.30% of Customer,
Professional, Firm, Broker-Dealer or Non-NOM Market Maker liquidity in
Penny Symbols and/or Non-Penny Symbols of total industry customer
equity and ETF option ADV contracts per day in a month and meet or
exceed the cap for The Nasdaq Stock Market Opening Cross and the
Participant is (i) both the buyer and seller or (ii) the Participant
removes liquidity from another Participant under Common Ownership.

B. Self-Regulatory Organization's Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act.
Inter-Market Competition
The proposal does not impose an undue burden on inter-market
competition. The Exchange believes its proposal remains competitive
with other options markets and will offer market participants with
another venue in which to submit orders. The Exchange notes that it
operates in a highly competitive market in which market participants
can readily favor competing venues if they deem fee levels at a
particular venue to be excessive, or rebate opportunities available at
other venues to be more favorable. In such an environment, the Exchange
must continually adjust its fees to remain competitive with other
exchanges. Because competitors are free to modify their own fees in
response, and because market participants may readily adjust their
order routing practices, the Exchange believes that the degree to which
fee changes in this market may impose any burden on competition is
extremely limited.
Intra-Market Competition
The Exchange's proposal to remove one of the three note 2
incentives of Options 7, Section 2 that lowers the Penny Symbol Fee for
Removing Liquidity does not impose an undue burden on competition
because no Participant would be able to qualify for the second
incentive within note 2 of Options 7, Section 2 that pays a $0.38 per
contract Penny Symbols Fee for Removing Liquidity, applicable to
executions less than 10,000 contracts, when a Participant adds 1.30% of
Customer, Professional, Firm, Broker-Dealer or Non-NOM Market Maker
liquidity in Penny Symbols and/or Non-Penny Symbols of total industry
customer equity and ETF option ADV contracts per day in a month and
meet or exceed the cap for The Nasdaq Stock Market Opening Cross and
the Participant is (i) both the buyer and seller or (ii) the
Participant removes liquidity from another Participant under Common
Ownership.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\11\
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\11\ 15 U.S.C. 78s(b)(3)(A)(ii).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is: (i)
necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings 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#deacabb2bbf3bdb1b3b3bbb0aaad9eadbbbdf0b9b1a8"><span class="__cf_email__" data-cfemail="83f1f6efe6aee0eceeeee6edf7f0c3f0e6e0ade4ecf5">[email&#160;protected]</span></a>. Please include
file number SR-NASDAQ-2025-093 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-2025-093. This

[[Page 57508]]

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-2025-093 and should be submitted
on or before January 2, 2026.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-22470 Filed 12-10-25; 8:45 am]
BILLING CODE 8011-01-P

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