Notice2025-22472
Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt a Co-Lead Incentive
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 11, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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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 57495-57499]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-22472]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104348; File No. SR-LTSE-2025-23]
Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Adopt a Co-Lead Incentive
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, Long-Term Stock Exchange, Inc. (``LTSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III 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 is filing with the Securities and Exchange Commission
(``Commission'') a proposed rule change to amend the LTSE Fee Schedule
to adopt a Co-Lead Incentive designed to enhance market quality by
incentivizing market participants to provide liquidity and increase
executions on the Exchange. The Exchange proposes to implement the
changes to the fee schedule pursuant to this proposal on November 25,
2025.
The text of the proposed rule change is available at the Exchange's
website at <a href="https://longtermstockexchange.com/">https://longtermstockexchange.com/</a>
[[Page 57496]]
and at the principal office of the Exchange.
II. Self-Regulatory Organization's Statement of the Purpose of, and the
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 self-regulatory organization 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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to amend the Fee
Schedule to adopt a new pricing incentive, referred to by the Exchange
as the ``Co-Lead Incentive,'' designed to improve market quality on the
Exchange by providing a rebate of 40 mils per share traded ($0.40/100
shares) to any Member \3\ that displays a quote \4\ of at least one
round lot at the National Best Bid or Offer (``NBBO'') \5\ for at least
20% of the Regular Market Session \6\ in at least 2,000 securities \7\
priced at or above $1.00 per share \8\ averaged across the month. As
proposed, the Exchange will determine on a daily basis the number of
securities priced at or above $1.00 (excluding LIP Enhanced Securities)
in which each of a Member's MPIDs meets the 20% NBBO Time \9\
requirement (``quoting requirement'') for that day. The Exchange will
then aggregate the number of securities for each of a Member's MPIDs
that have met the quoting requirement to determine the total number of
securities in which such Member meets the quoting requirement for that
day.\10\ However, a single security in which more than one of such
Member's MPIDs meets the quoting requirement for that day will only be
counted once for this purpose.\11\ A Member that qualifies for the Co-
Lead Incentive will receive the enhanced rebate of 40 mils per share
for securities executed priced at or above $1.00 (excluding LIP
Enhanced Securities).
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\3\ See LTSE Rule 1.160(w).
\4\ The Exchange notes that displayed quotes can include orders
that rest on the LTSE Order Book and are therefore treated as
displayed quotes within the System.
\5\ The term ``NBB'' shall mean the national best bid, the term
``NBO'' shall mean the national best offer, and the term ``NBBO''
shall mean the national best bid or offer, as set forth in Rule
600(b) of Regulation NMS under the Act, determined as set forth in
LTSE Rule 11.410(b). See LTSE Rule 1.160(y).
\6\ See LTSE Rule 1.160(kk).
\7\ Liquidity Incentive Program (``LIP'') Enhanced Securities
are excluded. ``LIP Enhanced Securities'' shall mean a list of
securities designated as such, that are used for the purposes of
qualifying for the incentives within the LIP. The universe of these
securities will be determined by the Exchange and published on the
Exchange's website. See LTSE Fee Schedule and the published list of
LIP Enhanced Securities is on the LTSE website available at <a href="https://ltse.com/trading/fee-schedules">https://ltse.com/trading/fee-schedules</a>.
\8\ The Exchange determines whether a security is priced at or
above $1.00 per share by utilizing the closing price of the security
on the date of execution.
\9\ The term ``NBBO Time'' shall mean the aggregate of the
percentage of time during the Regular Market Session during which
one of a Member's MPIDs has at least one round lot quote displayed
at the NBBO.
\10\ For example, if a Member has four (4) MPIDs and each MPID
has a NBBO Time of 20% in a different security, this will count as
four (4) securities in which such Member has met the quoting
requirement for that day.
\11\ Thus, if a Member has two (2) MPIDs that meet the quoting
requirement in the same security for a particular day, this will
only count as one security for purposes of determining the total
number of securities in which such Member has met the quoting
requirement for that day.
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Co-Lead Incentive Qualification Standard
As discussed above, a Member will qualify for the Co-Lead Incentive
if the Member has an NBBO Time of at least 20% on average per trading
day during the month for 2000 securities priced at or above $1.00
(excluding LIP Enhanced Securities). The proposed Co-Lead Incentive is
designed to enhance market quality and increase displayed liquidity
with respect to securities traded on the Exchange. In order to
determine whether a Member meets the applicable 2000 Securities
Requirements during a month, LTSE will determine the number of
securities priced at or above $1.00 (excluding LIP Enhanced Securities)
in which each of a Member's MPIDs meets the quoting requirement for
that day. LTSE will then aggregate the number of securities in which
each of a Member's MPIDs meets the quoting requirement, provided that
the quoting requirement with respect to a security must be met by a
single MPID and LTSE will not aggregate the NBBO Time across all of the
Members MPIDs to determine if the quoting requirement has been met, and
provided also that a single security in which more than one of such
Member's MPIDs meets the quoting requirement for that day will only be
counted once for this purpose.
Each month, LTSE will calculate the average daily number of
securities in which such Member meets the quoting requirement per
trading day by summing the number of securities in which each of such
Member's MPIDs met the quoting requirement for each trading day during
the month then dividing the resulting sum by the total number of
trading days in the month.
The Exchange proposes to add notes to the Fee Schedule describing
the criteria for determining whether a Member qualifies for the Co-Lead
Incentive and the related calculation methodologies described above.
Qualification for the Co-Lead Incentive will be determined in the
same manner as qualification for the LTSE LIP.\12\ Accordingly, the
Exchange will exclude: (1) Any trading day that the Exchange's system
experiences a disruption that lasts for more than 60 minutes during
Regular Market Session; (2) any day with a scheduled early market
close; (3) the ``Russell Reconstitution Day'' (typically the last
Friday in June). An Exchange system disruption may occur, for example,
where a certain group of securities traded on the Exchange is
unavailable for trading due to an Exchange system issue. The Exchange
believes that these types of Exchange system disruptions could preclude
Members from participating on the Exchange to the extent that they
might have otherwise participated on such days, and thus, the Exchange
believes it is appropriate to exclude such days when determining
whether a Member meets the applicable quoting requirements during a
month to avoid penalizing Members that might otherwise have met such
requirements. Additionally, the Exchange believes that scheduled early
market closures, which typically are the day before, or the day after,
a holiday, may preclude some Members from participating on the Exchange
at the same level that they might otherwise. For similar reasons, the
Exchange believes it is appropriate to exclude the Russell
Reconstitution Day in the same manner, as the Exchange believes that
the Russell Reconstitution Day typically has extraordinarily high, and
abnormally distributed, trading volumes and the Exchange believes this
change to normal activity may affect a Member's ability to meet the
quoting requirement across
[[Page 57497]]
various securities on that day. The Exchange notes that these
exclusions mirror the approach the Exchange applies when determining
eligibility for the LTSE Liquidity Incentive Program and therefore
promotes consistency across its incentive programs.\13\
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\12\ In determining qualification for the LTSE Liquidity
Incentive Program, the Exchange excludes from its calculation of
Percent Time at NBBO: (1) any trading day that the Exchange's system
experiences a disruption that lasts for more than 60 minutes during
the Regular Market Session; (2) any day with a scheduled early
market close; and (3) the ``Russell Reconstitution Day'' (typically
the last Friday in June).is designed to provide greater liquidity in
both LIP Enhanced Securities and LIP Standard Securities. See LTSE
Fee Schedule.
\13\ See LTSE's fee schedule on its public website available at
<a href="https://ltse.com/trading/fee-schedules">https://ltse.com/trading/fee-schedules</a>.
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Co-Lead Incentive Rebate--Rate, Scope (All MPIDs), and Exclusions
A Member that qualifies for the Co-Lead Incentive by meeting the
requirements described above during a particular month will receive an
enhanced rebate of $0.0040 per share for all displayed liquidity-adding
executions in securities (excluding LIP Enhanced Securities) priced at
or above $1.00 per share during that month. For the avoidance of doubt,
LIP Enhanced Securities are excluded from counting to the 2000
Securities Requirement and from eligibility for the Co-Lead Incentive
enhanced rebate. The proposed enhanced rebate will apply to all
displayed liquidity adding-executions (excluding LIP Enhanced
Securities and securities priced below $1) by each MPID of a qualifying
Member; thus, if a Member's MPID qualifies for the Co-Lead Incentive
during a month, the qualifying Member will receive the proposed
enhanced rebate of $0.0040 per share for all executions (excluding LIP
Enhanced Securities and securities priced below $1.00) by that MPID as
well as those entered by each of its other MPIDs during that month. The
Exchange notes that the proposed enhanced rebate will only apply to
executions in securities priced at or above $1.00 (excluding LIP
Enhanced Securities) while a qualifying Member's executions in
securities priced below $1.00 per share will continue to receive the
standard rebate applicable to executions on the Exchange (i.e., 0.15%
of the total dollar value of the transaction).
The Exchange is proposing to provide the enhanced rebate for
executions by qualifying Members as a means of recognizing the value of
market participants that consistently provide liquidity at the NBBO in
a large number of securities on a displayed basis. Even when such
market participants are not formally registered as market makers, they
risk capital by offering immediately executable liquidity at the price
most favorable to market participants on the opposite side of the
market. Such activity promotes price discovery and dampens volatility
and enhances the attractiveness of the Exchange as a trading venue.
Given the proposed requirements to qualify for the Co-Lead Incentive a
Member must make a significant contribution to market quality by
providing displayed liquidity at the NBBO in a large number of
securities for a significant portion of the day.
A Member that qualifies for the Co-Lead Incentive will reflect the
Member's commitment to provide meaningful and consistent support to
market quality and price discovery by extensive displayed quoting at
the NBBO in a large number of securities. Thus, this proposal is
designed to attract displayed liquidity from firms that are willing to
commit capital to support liquidity at the NBBO. Through the proposed
enhanced rebate for qualifying Members, the Exchange hopes to provide
improved trading conditions for all market participants through
narrower bid-ask spreads and increased depth of liquidity available at
the NBBO for a large number of securities. In addition, the proposal
reflects an effort to use a financial incentive to encourage Members to
make positive commitments to promote market quality.
The Exchange notes that the proposed Co-Lead Incentive is similar
in structure and purpose to pricing programs in place at other
exchanges that are designed to enhance market quality by incentivizing
members to achieve minimum quoting standards, including minimum quoting
at the NBBO in a large number of securities, generally, or certain
designated securities, in particular.\14\ The Exchange further notes
that, like the proposed Co-Lead Incentive, these programs include as an
incentive the provision of an enhanced rebate for executions of
liquidity-adding displayed quotes for members that meet the quoting and
other requirements of those programs.
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\14\ See, e.g., the MEMX fee schedule available on its public
website, available at <a href="https://info.memxtrading.com/equities-trading-resources/us-equities-fee-schedule/">https://info.memxtrading.com/equities-trading-resources/us-equities-fee-schedule/</a> and the Displayed Liquidity
Incentive which provides an enhanced rebate for executions of
displayed orders in securities priced at or above $1.00 per share
that add liquidity to the Exchange for Members that meet certain
minimum quoting requirements across a specified number of
securities; the Nasdaq equities trading fee schedule on its public
website, available at <a href="http://www.nasdaqtrader.com/trader.aspx?id=pricelisttrading2">http://www.nasdaqtrader.com/trader.aspx?id=pricelisttrading2</a> and Nasdaq Rule Equity 7, Section
114(d) describing Nasdaq's Qualified Market Maker Program, which
provides for an additional rebate (ranging from $0.0001 to $0.0002
per share) for executions of liquidity-providing displayed orders
(other than designated retail orders) in securities across all tapes
priced at or above $1.00 per share for members that, in addition to
executing transactions that represent a specified percentage of
consolidated volume and avoiding inefficient order entry practices
that place excessive burdens on Nasdaq's systems, quote at the NBBO
at least 25% of the time during regular market hours in an average
of at least 1,000 securities per day during the month; see also the
Cboe BZX equities trading fee schedule on its public website
available at <a href="https://markets.cboe.com/us/equities/membership/fee_schedule/bzx/">https://markets.cboe.com/us/equities/membership/fee_schedule/bzx/</a>, which provides for an additional rebate (ranging
from $0.0001 to $0.0002 per share) under Cboe BZX's Liquidity
Management Program for executions of liquidity-providing displayed
orders in Tape B securities priced at or above $1.00 per share for
members that, in addition to adding a specified percentage of total
consolidated volume in Tape B securities and meeting certain other
quoting requirements with respect to a specified number of
securities designated as ``LMP Securities'' on a list determined by
Cboe BZX, quote at the NBBO at least 15% of the time during regular
trading hours in a specified number of such designated LMP
Securities (or achieve an alternative NBBO quoting standard
involving a size-setting element with respect to such designated LMP
Securities).
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In addition to the foregoing changes, the Exchange proposes to add
to the Fee Schedule definitions of the terms ``MPID'', ``quoting
requirement'' and ``NBBO Time'' that are consistent with the
descriptions of those terms set forth above, as such terms are used in
the notes describing the calculation methodologies and criteria for
determining whether a Member qualifies for the Co-Lead Incentive.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6(b) \15\ of the Act in general and
furthers the objectives of Section 6(b)(4) \16\ of the Act, in
particular, in that it is designed to provide for the equitable
allocation of reasonable dues, fees and other charges among its Members
and other persons using its facilities. Additionally, the Exchange
believes that the proposed fees are consistent with the objectives of
Section 6(b)(5) \17\ of the Act in that they are designed 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 a free and open market and
national market system, and, in general, to protect investors and the
public interest, and, particularly, are not designed to permit unfair
discrimination between customers, issuers, brokers, or dealers.
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\15\ 15 U.S.C. 78f(b).
\16\ 15 U.S.C. 78f(b)(4).
\17\ 15 U.S.C. 78f(b)(5).
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The Exchange operates in a highly competitive market in which
market participants can readily direct order flow to competing venues
if they deem fee levels at a particular venue to be excessive or
incentives to be insufficient. The Exchange believes that the proposed
Co-Lead Incentive Program reflects a competitive pricing
[[Page 57498]]
structure designed to incentivize market participants to add
aggressively priced displayed liquidity and direct their order flow to
the Exchange, which the Exchange believes would promote price discovery
and price formation and deepen liquidity that is subject to the
Exchange's transparency, regulation, and oversight as an exchange,
thereby enhancing market quality to the benefit of all Members and
investors.
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.''
In particular, the Co-Lead Incentive is reasonably designed to
improve market quality on the Exchange by offering an enhanced rebate
of $0.0040 per share for executions in securities priced at or above
$1.00 (excluding LIP Enhanced Securities) where a Member meets
objective, transparent qualification criteria, namely, has a displayed
quote at the NBBO at least 20% of the Regular Market Session in an
average of at least 2,000 securities per trading day during the month.
Incentivizing significant time at the NBBO across a broad universe of
symbols is reasonably expected to promote price discovery, narrow
spreads, increase displayed liquidity, and enhance execution
opportunities for all market participants interacting on the Exchange,
thereby advancing just and equitable principles of trade and protecting
investors and the public interest.
The proposal is equitable and not unfairly discriminatory because
it is voluntary and available to all Members that satisfy the same
quantitative standards, measured and applied uniformly. The methodology
of measuring NBBO Time on a per-MPID basis, counting each security once
even if multiple MPIDs meet the threshold in that symbol, aggregating
across a Member's MPIDs for breadth, and applying the enhanced rebate
across all of the qualifying Member's MPIDs uses objective criteria
that neither target nor exclude any category of participant. Similar
quoting-standard programs adopted by other exchanges (e.g., MEMX's
Displayed Liquidity Incentive (``DLI'')) rely on comparable NBBO-time
measurements and per-symbol counting mechanics, supporting the
reasonableness of this approach.\18\
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\18\ See note 14.
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Additionally, the proposal's exclusion of (i) days with an Exchange
system disruption exceeding 60 minutes during the Regular Market
Session, (ii) scheduled early market-close days, and (iii) the Russell
Reconstitution Day is reasonable and not unfairly discriminatory. These
exclusions avoid penalizing Members for atypical trading sessions that
can materially distort NBBO-time metrics and are consistent with
practices other exchanges have described for similar programs.\19\
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\19\ Id.
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In conclusion, the Exchange submits that its proposed fee structure
satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of the Act
\20\ for the reasons discussed above in that it provides for the
equitable allocation of reasonable dues, fees and other charges among
its Members and other persons using its facilities, does not permit
unfair discrimination between customers, issuers, brokers, or dealers,
and is designed 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, particularly as the proposal neither targets
nor will it have a disparate impact on any particular category of
market participant.
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\20\ 15 U.S.C. 78f(b)(4) and (5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\21\ the Exchange
does not believe that the proposed rule change would impose any burden
on competition that is not necessary or appropriate in furtherance of
the purposes of the Act.
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\21\ 15 U.S.C. 78f(b)(8).
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The proposal is designed to enhance the Exchange's ability to
compete for order flow by encouraging Members to add liquidity at the
NBBO across a broad range of securities, thereby promoting market
depth, execution quality, and price discovery on the Exchange. Other
exchanges already maintain and remain free to adjust similar quoting-
based incentives and tiered pricing.\22\ To the extent the proposal
attracts additional liquidity to the Exchange, any resulting shifts in
market share are the product of, and evidence of, robust intermarket
competition that Regulation NMS seeks to foster.
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\22\ See note 14.
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The Exchange also does not believe the proposal imposes an undue
burden on intramarket competition. The qualification criteria and
enhanced rebate apply uniformly and are available to all Members on
equal terms. While some Members may more readily qualify based on
quoting activity, any differences in outcomes flow from neutral,
objective standards tied to quoting behavior that benefits overall
market quality.
More broadly, the Exchange believes the proposal supports both
intermarket and intramarket competition by encouraging order flow to a
public exchange, thereby promoting transparency, efficient pricing, and
enhanced execution opportunities for all Members. In this regard, the
proposal furthers the Commission's goal in adopting Regulation NMS of
fostering competition among orders, which promotes ``more efficient
pricing of individual stocks for all types of orders, large and
small.'' \23\
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\23\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37495 (June 29, 2005) (S7-10-04) (Final Rule)
(``Regulation NMS'').
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For these reasons, the Exchange does not believe such proposed
changes would impair the ability of Members or competing order
execution venues to maintain their competitive standing in the
financial markets, and therefore, the Exchange does not believe the
proposal will impose any burden on intermarket competition. Moreover,
because the proposed changes would apply equally to all Members and
Non-Members, as applicable, the Exchange does not believe the proposal
would impose any burden on intramarket competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
This proposed rule change establishes dues, fees or other charges
among its members and, as such, may take effect upon filing with the
Commission pursuant to Section 19(b)(3)(A)(ii) of the Act \24\ and
paragraph (f)(2) of Rule 19b-4 thereunder.\25\ Accordingly, the
proposed rule change would take effect upon filing with the Commission.
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\24\ 15 U.S.C. 78s(b)(3)(A)(ii).
\25\ 17 CFR 240.19b-4(f)(2).
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[[Page 57499]]
At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend the rule
change if it appears to the Commission that the action is necessary or
appropriate in the public interest, for the protection of investors, or
would otherwise further 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#740601181159171b1919111a0007340711175a131b02"><span class="__cf_email__" data-cfemail="6e1c1b020b430d0103030b001a1d2e1d0b0d40090118">[email protected]</span></a>. Please include
file number SR-LTSE-2025-23 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-LTSE-2025-23. 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-LTSE-2025-23 and
should be submitted on or before January 2, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\26\
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\26\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-22472 Filed 12-10-25; 8:45 am]
BILLING CODE 8011-01-P
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