Notice2025-23071
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE Arca Equities Fees and Charges
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 17, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 240 (Wednesday, December 17, 2025)</title>
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[Federal Register Volume 90, Number 240 (Wednesday, December 17, 2025)]
[Notices]
[Pages 58671-58677]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23071]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104381; File No. SR-NYSEARCA-2025-84]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE
Arca Equities Fees and Charges
December 12, 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 December 1, 2025, NYSE Arca, Inc. (``NYSE Arca'' or the
``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 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 NYSE Arca Equities Fees and
Charges (``Fee Schedule'') to (1) adopt a new pricing tier, Retail Tier
5, (2) eliminate current Retail Step-Up Tier and footnote (e) under the
Retail Tiers pricing table, and (3) offer an alternative volume
requirement to qualify for Retail Order rates. The Exchange proposes to
implement the fee changes effective December 1, 2025. 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 the Fee Schedule to (1) adopt a new
pricing tier, Retail Tier 5, (2) eliminate current Retail Step-Up Tier
and footnote (e) under the Retail Tiers pricing table, and (3) offer an
alternative volume requirement to qualify for Retail Order rates.
The proposed change responds to the current competitive environment
where ETP Holders have a choice among both exchange and off-exchange
venues of where to route marketable retail order flow.
The Exchange proposes to implement the fee changes effective
December 1, 2025.
Background
The Exchange operates in a highly competitive market. The
Commission has repeatedly expressed its preference for competition over
regulatory intervention in determining prices, products, and services
in the securities markets. In Regulation NMS, 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.'' \3\
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\3\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005) (File No. S7-10-04) (Final
Rule) (``Regulation NMS'').
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While Regulation NMS has enhanced competition, it has also fostered
a ``fragmented'' market structure where trading in a single stock can
occur across multiple trading centers. When multiple trading centers
compete for order flow in the same stock, the Commission has recognized
that ``such competition can lead to the fragmentation of order flow in
that stock.'' \4\ Indeed, equity trading is currently dispersed across
17 exchanges,\5\ numerous alternative
[[Page 58672]]
trading systems,\6\ and broker-dealer internalizers and wholesalers,
all competing for order flow. Based on publicly available information,
no single exchange currently has more than 17% market share.\7\
Therefore, no exchange possesses significant pricing power in the
execution of equity order flow. More specifically, the Exchange
currently has less than 12% market share of executed volume of equities
trading.\8\
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\4\ See Securities Exchange Act Release No. 61358, 75 FR 3594,
3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on
Equity Market Structure).
\5\ See Cboe U.S Equities Market Volume Summary, available at
<a href="https://markets.cboe.com/us/equities/market_share">https://markets.cboe.com/us/equities/market_share</a>. See generally
<a href="https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html">https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html</a>.
\6\ See FINRA ATS Transparency Data, available at <a href="https://otctransparency.finra.org/otctransparency/AtsIssueData">https://otctransparency.finra.org/otctransparency/AtsIssueData</a>. A list of
alternative trading systems registered with the Commission is
available at <a href="https://www.sec.gov/foia/docs/atslist.htm">https://www.sec.gov/foia/docs/atslist.htm</a>.
\7\ See Cboe Global Markets U.S. Equities Market Volume Summary,
available at <a href="http://markets.cboe.com/us/equities/market_share/">http://markets.cboe.com/us/equities/market_share/</a>.
\8\ See id.
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The Exchange believes that the ever-shifting market share among the
exchanges from month to month demonstrates that market participants can
move order flow, or discontinue or reduce use of certain categories of
products. While it is not possible to know a firm's reason for shifting
order flow, the Exchange believes that one such reason is because of
fee changes at any of the registered exchanges or non-exchange venues
to which a firm routes order flow. The competition for Retail Orders is
even more stark, particularly as it relates to exchange versus off-
exchange venues.
The Exchange thus needs to compete in the first instance with non-
exchange venues for Retail Order flow, and with the 16 other exchange
venues for that Retail Order flow that is not directed off-exchange.
Accordingly, competitive forces compel the Exchange to use exchange
transaction fees and credits, particularly as they relate to competing
for Retail Order flow, because market participants can readily trade on
competing venues if they deem pricing levels at those other venues to
be more favorable.
To respond to this competitive environment, the Exchange has
established a number of Retail Tiers that are designed to provide an
incentive for ETP Holders to route Retail Orders to the Exchange by
providing higher credits for adding liquidity correlated to an ETP
Holder's higher trading volume in Retail Orders on the Exchange.
Currently, under four of these five tiers, ETP Holders also do not pay
a fee when such Retail Orders have a time-in-force of Day that remove
liquidity from the Exchange.
Proposed Rule Change
Retail Tier 5
The proposed rule change is designed to be available to all ETP
Holders on the Exchange and is intended to provide ETP Holders an
opportunity to receive enhanced rebates by quoting and trading more on
the Exchange.
As noted above, the Exchange currently provides tiered credits for
Retail Orders that provide liquidity on the Exchange. Specifically,
Section VI. Tier Rates--Round Lots and Odd Lots (Per Share Price $1.00
or Above), provides a credit of $0.0038 per share for Adding under
Retail Tier 1, a credit of $0.0037 per share for Adding under Retail
Tier 2, a credit of $0.0036 per share for Adding under Retail Tier 3, a
credit of $0.0034 per share for Adding under Retail Tier 4, and a
credit of $0.0035 per share for Adding under Retail Step-Up Tier.\9\
The Retail Tiers are designed to encourage ETP Holders that provide
displayed liquidity in Retail Orders on the Exchange to increase that
order flow, which would benefit all ETP Holders by providing greater
execution opportunities on the Exchange. In order to provide an
incentive for ETP Holders to direct providing displayed Retail Order
flow to the Exchange, the credits increase in the various tiers based
on increased levels of volume directed to the Exchange.
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\9\ See Fee Schedule, Retail Tiers table under Section VI. Tier
Rates--Round Lots and Odd Lots (Per Share Price $1.00 or Above). As
discussed below, this proposed rule change also proposes to
eliminate the current Retail Step-Up Tier and the pricing
established in footnote (e) in the Retail Tiers pricing table.
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With this proposed rule change, the Exchange proposes to adopt a
new pricing tier, Retail Tier 5, which would provide a credit of
$0.0035 per share to ETP Holders that execute an ADV of Retail Orders
with a time-in-force of Day that add or remove liquidity during the
billing month that is equal to at least 0.15% of CADV. Under proposed
Retail Tier 5, ETP Holders could alternatively qualify for the proposed
credit if the ETP Holder executes an ADV of Retail Orders with a time-
in-force of Day that add or remove liquidity during the billing month
that is equal to at least 0.075% of CADV, combined with Customer and
Professional Customer Posting Volume by an OTP Holder or OTP Firm
affiliated with the ETP Holder that is equal to at least 0.40% of TCADV
in all options classes. As with current Retail Tier 1, Retail Tier 2,
Retail Tier 3 and Retail Step-Up Tier, ETP Holders that qualify for
proposed Retail Tier 5 would also not be charged a fee for Retail
Orders with a time-in-force of Day below a prescribed threshold that
remove liquidity, and will be charged a fee of $0.0025 per share if
trading by the ETP Holder in such orders exceeds the prescribed
threshold.\10\
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\10\ Pursuant to footnote (d) under Retail Tiers, ETP Holders
that qualify for proposed Retail Tier 5 will not be charged a fee or
provided a credit for Retail Orders where each side of the executed
order (1) shares the same MPID and (2) is a Retail Order.
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The purpose of the proposed rule change is to encourage greater
participation from ETP Holders, including on the Exchange's options
platform, and promote additional liquidity in Retail Orders. As
described above, ETP Holders with retail day orders have a choice of
where to send those orders. The Exchange believes that the proposed new
increased credit and lower fee to remove should encourage more ETP
Holders to route their Retail Orders with a time-in-force of Day to the
Exchange rather than to a competing exchange.
The Exchange believes that the proposed new pricing tier will
incentivize ETP Holders to route their liquidity-providing order flow
to the Exchange in order to qualify for the tier, which provides a
higher credit than that currently available under current Retail Tier
4. This in turn would support the quality of price discovery on the
Exchange and provide additional price improvement opportunities for
incoming orders. The Exchange believes that by correlating the amount
of the credit and fee to the level of orders sent by an ETP Holder that
add or remove liquidity, the Exchange's fee structure would continue to
incentivize ETP Holders to submit more orders with a time-in-force of
Day that add liquidity to or remove liquidity from the Exchange,
thereby increasing the potential for price improvement to incoming
marketable orders and higher fill rates to resting limit orders on the
Exchange.
Retail Step-Up Tier
The Exchange currently provides a credit of $0.0035 per share under
the Retail Step-Up Tier if an ETP Holder executes an ADV of Retail
Orders with a time-in-force of Day that add or remove liquidity during
the billing month that is equal to at least 0.075% of CADV. ETP Holders
that qualify for the Retail-Step Up Tier are also not charged a fee for
Retail Orders with a time-in-force of Day below a prescribed threshold
that remove liquidity, and are charged a fee of $0.0025 per share if
trading by the ETP Holder in such orders exceeds the prescribed
threshold.\11\ The Exchange proposes to
[[Page 58673]]
eliminate current Retail Step-Up Tier and remove the tier from the Fee
Schedule. The current Retail Step-Up Tier has begun to be underutilized
by ETP Holders. The Exchange has therefore determined to eliminate the
pricing tier from the Fee Schedule.
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\11\ Pursuant to footnote (d) under Retail Tiers, ETP Holders
that qualify for the Retail Step-Up Tier are not charged a fee or
provided a credit for Retail Orders where each side of the executed
order (1) shares the same MPID and (2) is a Retail Order.
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For the same reason, the Exchange also proposes to eliminate the
pricing established in footnote (e) from the Retail Tiers pricing
table. Footnote (e) currently provides that ETP Holders that increase
Retail Orders with a time-in-force of Day that add and remove that is
an increase over May 2022 of at least 0.05% of CADV qualify for no fee
for Retail Removing with a time-in-force of Day for the first 170
million shares in the month, and a fee of $0.0025 for shares above 170
million shares in the month. With the elimination of footnote (e), ETP
Holders would be charged a fee for Retail Orders with a time-in-force
of Day unless qualifying for the Retail Tiers. The Exchange believes
streamlining the Fee Schedule by removing underutilized pricing
incentives, such as the one in footnote (e), would add clarity to the
Fee Schedule and improve transparency for the benefit of all market
participants.
Retail Order Rates
Currently, the Exchange offers a $0.0025 per share fee for Retail
Orders with a time-in-force of Day that remove liquidity under Retail
Tier 1, Retail Tier 2, Retail Tier 3 and Retail Step-Up Tier if an ETP
Holder executes 170 million or more shares of such orders in a billing
month, with the first 170 million shares of such orders not charged a
fee.
The Exchange proposes to offer a $0.0025 per share fee for Retail
Orders with a time-in-force of Day that remove liquidity under Retail
Tier 1, Retail Tier 2, Retail Tier 3 and under proposed new Retail Tier
5 if an ETP Holder executes 170 million or more shares of such orders
in a billing month or 0.055% of Dollar Plus Consolidated Volume,\12\ up
to 250 million shares a month, whichever is higher, where the first 170
million shares of such orders or 0.055% of Dollar Plus Consolidated
Volume, up to 250 million shares, whichever is higher, would not be
charged a fee.
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\12\ Dollar Plus Consolidated Volume means the full month
equivalent of CADV in securities with a per share price $1.00 or
Above. The Exchange proposes adopt a definition for the term
``Dollar Plus Consolidated Volume'' in Section I. Definitions, in
the bullet that defines ``CADV.''
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For example, assume a month of 20 trading days where Dollar Plus
Consolidated Volume is 40 billion shares each day.
<bullet> On the first day, the cap based on Dollar Plus
Consolidated Volume is 22 million shares (0.055% of 40 billion shares
month to date).
<bullet> On day 2, the cap based on Dollar Plus Consolidated Volume
is 44 million shares (0.055% of 80 billion shares month to date).
<bullet> On day 5, the cap based on Dollar Plus Consolidated Volume
is 110 million shares (0.055% of 200 billion shares month to date).
<bullet> By day 8, the cap based on Dollar Plus Consilidated Volume
is 176 million shares (0.055% of 320 billion shares month to date).
With this proposed rule change, the cap based on Dollar Plus
Consolidated Volume is higher than the current 170 million shares cap,
so ETP holders are not charged if their trading volume is under 176
million shares, versus the current 170 million shares cap.
<bullet> By day 12, the cap based on Dollar Plus Consolidated
Volume is 264 million shares, thereby reaching the maximum cap of 250
million shares, i.e., the greater of 170 million shares or 264 million
shares based on Dollar Plus Consolidated Volume (0.055% of 480 billion
shares month to date, subject to the maximum cap). In this example,
once the 250 million shares cap is reached, Retail Orders with a time-
in-force of Day submitted by an ETP Holder that remove liquidity would
be charged the current fee of $0.0025 per share for the excess remove
volume over the 250 million shares cap.
The proposed rule change is designed to be available to all ETP
Holders on the Exchange that qualify for the Retail Tiers and thus
provide ETP Holders an opportunity to receive enhanced rebates by
quoting and trading more on the Exchange. The Exchange notes that the
current fee of $0.0025 per share for Retail Orders would not change as
a result of this proposed rule change.
The Exchange believes the proposed rule change would continue to
encourage additional liquidity on the Exchange by providing additional
determinacy to the Fee Schedule to enable market participants to
determine what fee or rebate level would be applicable to any submitted
order at the time of execution.
The Exchange believes that it is reasonable to charge ETP Holders a
fee for Retail Orders with a time-in-force of Day that remove liquidity
and exceed a specified monthly shares threshold. The Exchange notes
that other marketplaces offer various incentives based on trading
activity. For instance, pursuant to its Retail Order Process, Nasdaq
Stock Market LLC (``Nasdaq'') charges a fee of $0.0025 per share for
shares executed in excess of 8 million shares in the month that remove
liquidity while not charging a fee for shares executed below 8 million
shares in the month that remove liquidity.\13\
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\13\ See RFTY Strategies (Retail Order Process) at <a href="https://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2">https://nasdaqtrader.com/Trader.aspx?id=PriceListTrading2</a>.
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\14\ in general, and furthers the
objectives of Sections 6(b)(4) and (5) of the Act,\15\ in particular,
because it provides for the equitable allocation of reasonable dues,
fees, and other charges among its members, issuers and other persons
using its facilities and does not unfairly discriminate between
customers, issuers, brokers or dealers.
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\14\ 15 U.S.C. 78f(b).
\15\ 15 U.S.C. 78f(b)(4) and (5).
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The Proposal Is Reasonable
As discussed above, the Exchange operates in a highly fragmented
and competitive market. The Commission has repeatedly expressed its
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. Specifically,
in Regulation NMS, 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.'' \16\
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\16\ See supra note 3.
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Given this competitive environment, the proposal represents a
reasonable attempt to attract additional order flow to the Exchange.
As noted above, the competition for Retail Order flow is stark
given the amount of retail orders that are routed to non-exchange
venues. The Exchange believes that the ever-shifting market share among
the exchanges from month to month demonstrates that market participants
can shift order flow, or discontinue or reduce use of certain
categories of products, in response to fee changes. ETP Holders can
choose from any one of the 17 currently operating registered exchanges,
and numerous off-exchange venues, to route such order flow.
Accordingly, competitive forces constrain exchange transaction fees,
particularly as they relate to competing for retail orders. Stated
otherwise, changes to exchange transaction fees
[[Page 58674]]
can have a direct effect on the ability of an exchange to compete for
order flow.
Retail Tier 5
The Exchange believes the proposed change to adopt the Retail Tier
5 pricing tier is reasonable because it would provide ETP Holders with
an additional incentive to route their retail orders to the Exchange,
which would result in increased liquidity on the Exchange. All ETP
Holders would benefit from the greater amounts of liquidity on the
Exchange, which would represent a wider range of execution
opportunities. The Exchange notes that market participants are free to
shift their order flow to competing venues if they believe other
markets offer more favorable fees and credits.
The Exchange believes the proposed change is also reasonable
because the proposed credit would continue to encourage ETP Holders to
send Retail Orders to the Exchange to qualify for the proposed pricing
tier. As noted above, the Exchange operates in a highly competitive
environment, particularly for attracting Retail Order flow that
provides displayed liquidity on an exchange. The Exchange believes it
is reasonable to continue to provide credits for adding liquidity and
fees for removing liquidity, in general, and higher credits for Retail
Orders that provide liquidity and lower fees for removing liquidity if
an ETP Holder meets the requirement for the proposed pricing tier.
Further, given the competitive market for attracting Retail Orders,
the Exchange notes that with this proposed rule change, the Exchange's
pricing for Retail Orders would be comparable to credits currently in
place on other exchanges that the Exchange competes with for order
flow. For example, MEMX LLC (``MEMX'') provides its members with a
credit of $0.0037 per share if the member has a Retail Order ADAV equal
to or greater than 0.20% of the TCV, or if the member has a Retail
Order ADAV equal to or greater than 1,000,000 share in the Pre-Market
Session and/or Post-Market Session.\17\ Additionally, MIAX PEARL, LLC
(``MIAX'') provides is member with a credit of $0.0037 per share for
Retail Orders that add liquidity to that market.\18\
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\17\ See, MEMX Fee Schedule, Retail Tier, 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>.
\18\ See, MIAX Fee Schedule, Transaction Rebates/Fees, Standard
rates, at <a href="https://www.miaxglobal.com/sites/default/files/fee_schedule-files/MIAX_Pearl_Equities_Fee_Schedule_10012025.pdf">https://www.miaxglobal.com/sites/default/files/fee_schedule-files/MIAX_Pearl_Equities_Fee_Schedule_10012025.pdf</a>.
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The Exchange believes the proposed change is also reasonable
because it is designed to attract higher volumes of Retail Orders
transacted on the Exchange by ETP Holders which would benefit all
market participants.
Retail Step-Up Tier
The Exchange believes that the proposed rule change to eliminate
the Retail Step-Up Tier and footnote (e) from the Retail Tiers pricing
table is reasonable because each of the pricing tiers proposed for
deletion in this proposed rule change have become underutilized. The
Exchange believes it is reasonable to eliminate requirements as well as
fees and credits, and even entire pricing tiers, when such incentives
fail to accomplish their stated goal of incentivizing ETP Holders to
direct their orders to the Exchange. The Exchange believes eliminating
underutilized incentive programs would also simplify the Fee Schedule.
The Exchange further believes that removing reference to the pricing
tiers that the Exchange proposes to eliminate from the Fee Schedule
would also add clarity to the Fee Schedule.
Retail Order Rates
The Exchange believes it is reasonable to adopt an alternative
volume threshold for the fees offered to ETP Holders executing Retail
Orders. The Exchange believes that the new requirement will encourage
increased participation from retail liquidity providers while
maintaining a competitive and performance-based pricing structure that
better reflects current market conditions and trading volumes. The
Exchange believes the proposed fee change would continue to encourage
increased participation from retail liquidity providers by providing
greater flexibility and clarity as to what fee or rebate level would be
applicable to any submitted order at the time of execution, thereby
removing impediments to and perfect the mechanism of a free and open
market and a national market system. In general, the Exchange believes
this proposed alternative threshold would result in lower fees for
qualifying ETP Holders when trading volumes are higher or in months
when there are more than 20 trading days.
The Exchange believes the proposed change is also reasonable
because it is designed to attract higher volumes of Retail Orders
transacted on the Exchange by ETP Holders which would benefit all
market participants by offering greater price discovery, increased
transparency, and an increased opportunity to trade on the Exchange.
The Exchange believes that the proposal represents a reasonable effort
to provide enhanced order execution opportunities for ETP Holders. All
ETP Holders would benefit from the greater amounts of liquidity on the
Exchange, which would represent a wider range of execution
opportunities. The Exchange notes that market participants are free to
shift their order flow to competing venues if they believe other
markets offer more favorable fees and credits. On the backdrop of the
competitive environment in which the Exchange currently operates, the
proposed rule change is a reasonable attempt to increase liquidity on
the Exchange.
The Proposed Fee Change Is an Equitable Allocation of Fees and Credits
The Exchange believes the proposal equitably allocates fees and
credits among market participants because all ETP Holders that
participate on the Exchange would be subject to the proposed rule
change on an equal basis.
Retail Tier 5
The Exchange believes that the proposed rule change to adopt new
Retail Tier 5 equitably allocates fees and credits among its market
participants because it is reasonably related to the value of the
Exchange's market quality associated with higher volume in Retail
Orders. The Exchange believes that pricing is just one of the factors
that ETP Holders consider when determining where to direct their order
flow. Among other things, factors such as execution quality, fill
rates, and volatility, are important and deterministic to ETP Holders
in deciding where to send their order flow.
The Exchange believes that the proposed adoption of Retail Tier 5
is equitable because the magnitude of the proposed credit is not
unreasonably high relative to credits paid by other exchanges for
orders that provide additional liquidity in Retail Orders.\19\ The
Exchange believes the proposed rule change would improve market quality
for all market participants on the Exchange and, as a consequence,
attract more Retail Orders to the Exchange, thereby improving market-
wide quality and price discovery.
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\19\ See supra, notes 17-18.
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The Exchange believes that the proposed rule change equitably
allocates its fees and credits because maintaining the proportion of
Retail Orders in exchange-listed securities that are executed on a
registered national securities exchange (rather than relying on certain
available off-exchange
[[Page 58675]]
execution methods) would contribute to investors' confidence in the
fairness of their transactions and would benefit all investors by
deepening the Exchange's liquidity pool, supporting the quality of
price discovery, promoting market transparency and improving investor
protection.
The Exchange believes that the proposal is equitable because all
ETP Holders would be subject to the same fee structure. Moreover, the
proposed alternative requirement to qualify for the proposed new
pricing tier would be available to all ETP Holders to satisfy,
including ETP Holders that are affiliated with an NYSE Arca Options OTP
Holder or OTP Firm. ETP Holders that are not affiliated with an NYSE
Arca Options OTP Holder or OTP Firm would still be eligible for fees
and credits by means other than the proposed Retail Tier 5. Nasdaq
similarly charges certain fees based on both equity and options
volume.\20\
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\20\ See Nasdaq Equity 7, Section 118. Nasdaq Market Center
Order Execution and Routing, at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaq/rules/Nasdaq%20Equity%207#section_118_nasdaq_market_center_order_execution_and_routing">https://listingcenter.nasdaq.com/rulebook/nasdaq/rules/Nasdaq%20Equity%207#section_118_nasdaq_market_center_order_execution_and_routing</a>.
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Retail Step-Up Tier
The Exchange believes that eliminating requirements as well as fees
and credits, and even entire pricing tiers, from the Fee Schedule when
such incentives become ineffective is equitable because the
requirements, as well as fees and credits, and even entire pricing
tiers, would be eliminated in their entirety and would no longer be
available to any ETP Holder. All ETP Holders would continue to be
subject to the same fee structure, and access to the Exchange's market
would continue to be offered on fair and nondiscriminatory terms. The
Exchange also believes that the proposed change would protect investors
and the public interest because the deletion of underutilized pricing
tiers would make the Fee Schedule more accessible and transparent and
facilitate market participants' understanding of the fees charged for
services currently offered by the Exchange.
Retail Order Rates
The Exchange believes its proposal equitably allocates fees and
credits among its market participants by fostering liquidity provision
and stability in the marketplace. The Exchange believes the proposed
changes to Retail Orders are an equitable allocation of fees because
the proposed changes, taken together, will further incentivize ETP
Holders to continue to direct their retail order flow to the Exchange.
The Exchange also believes that the proposed rule change is equitable
because it would apply to all similarly situated ETP Holders. As
previously noted, the Exchange operates in a competitive environment,
particularly as it relates to attracting Retail Orders to the Exchange.
The Exchange believes that the proposed rule change equitably
allocates its fees and credits because maintaining the proportion of
Retail Orders in exchange-listed securities that are executed on a
registered national securities exchange (rather than relying on certain
available off-exchange execution methods) would contribute to
investors' confidence in the fairness of their transactions and would
benefit all investors by deepening the Exchange's liquidity pool,
supporting the quality of price discovery, promoting market
transparency and improving investor protection.
The Proposed Fee Change Is Not Unfairly Discriminatory
Retail Tier 5
The Exchange believes that the proposed rule change to adopt
proposed new Retail Tier 5 is not unfairly discriminatory. In the
prevailing competitive environment, ETP Holders are free to disfavor
the Exchange's pricing if they believe that alternatives offer them
better value. Moreover, the proposal neither targets nor will it have a
disparate impact on any particular category of market participant. The
Exchange believes that the proposal does not permit unfair
discrimination because the proposal would be applied to all similarly
situated ETP Holders and all ETP Holders would be similarly subject to
the proposed volume requirement to qualify for the proposed new Retail
Tier 5. Accordingly, no ETP Holder already operating on the Exchange
would be disadvantaged by the proposed allocation of fees. The Exchange
further believes that the proposed change would not permit unfair
discrimination among ETP Holders because the general and tiered rates
are available equally to all ETP Holders.
As described above, in today's competitive marketplace, order flow
providers have a choice of where to direct order flow, and the Exchange
believes the proposed adoption of an increased credit under the
proposed new pricing tier will incentivize greater number of ETP
Holders to direct their order flow to the Exchange. Lastly, the
submission of Retail Orders is optional for ETP Holders in that they
could choose whether to submit Retail Orders and, if they do, the
extent of its activity in this regard.
Retail Step Up Tier
The Exchange believes that eliminating requirements as well as fees
and credits, and even entire pricing tiers, from the Fee Schedule when
such incentives become ineffective is not unfairly discriminatory
because the requirements, as well as fees and credits, and even entire
pricing tiers, would be eliminated in their entirety and would no
longer be available to any ETP Holder. All ETP Holders would continue
to be subject to the same fee structure, and access to the Exchange's
market would continue to be offered on fair and nondiscriminatory
terms. The Exchange also believes that the proposed change would
protect investors and the public interest because the deletion of
underutilized pricing tiers would make the Fee Schedule more accessible
and transparent and facilitate market participants' understanding of
the fees charged for services currently offered by the Exchange.
Retail Order Rates
The Exchange believes that the proposed rule change is not unfairly
discriminatory. In the prevailing competitive environment, ETP Holders
are free to disfavor the Exchange's pricing if they believe that
alternatives offer them better value. Moreover, the proposal neither
targets nor will it have a disparate impact on any particular category
of market participant. The Exchange believes that the proposal does not
permit unfair discrimination because the proposal would be applied to
all similarly situated ETP Holders and all ETP Holders would be
similarly subject to the proposed changes. The Exchange further
believes that the proposed change would not permit unfair
discrimination among ETP Holders because the general and tiered rates
are available equally to all ETP Holders. As described above, in
today's competitive marketplace, order flow providers have a choice of
where to direct liquidity-providing order flow, in particular, Retail
Orders. The Exchange notes that the submission of Retail Orders is
optional for ETP Holders in that they could choose whether to submit
Retail Orders and, if they do, the extent of its activity in this
regard.
For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.
[[Page 58676]]
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\21\ the Exchange
believes that the proposed rule change would not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. Instead, as discussed above, the Exchange believes
that the proposed changes would encourage the submission of additional
liquidity to a public exchange, thereby promoting market depth, price
discovery and transparency and enhancing order execution opportunities
for ETP Holders. As a result, the Exchange believes that the proposed
change furthers the Commission's goal in adopting Regulation NMS of
fostering integrated competition among orders, which promotes ``more
efficient pricing of individual stocks for all types of orders, large
and small.'' \22\
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\21\ 15 U.S.C. 78f(b)(8).
\22\ See supra note 3.
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Intramarket Competition. The Exchange believes the proposed rule
change does not impose any burden on intramarket competition that is
not necessary or appropriate in furtherance of the purposes of the Act.
In particular, the proposed change to adopt a new pricing tier would
apply to all ETP Holders equally in that all ETP Holders would be
eligible for the proposed pricing tier, have a reasonable opportunity
to meet the proposed pricing tier's criteria and would all receive the
proposed rebate if such criteria are met. In addition, the proposed
change to adopt an alternative volume threshold for the fees offered to
ETP Holders executing Retail Orders would not impose any burden on
intramarket competition. The Exchange believes that the new requirement
will encourage increased participation from retail liquidity providers
while maintaining a competitive and performance-based pricing structure
that better reflects current market conditions and trading volumes. The
Exchange does not believe that the proposed changes represent a
significant departure from previous pricing offered by the Exchange or
its competitors. The proposed changes are designed to attract
additional retail order flow to the Exchange. Greater overall order
flow, trading opportunities, and pricing transparency would benefit all
market participants on the Exchange by enhancing market quality and
would continue to encourage ETP Holders to send their orders to the
Exchange, thereby contributing towards a robust and well-balanced
market ecosystem. The Exchange's proposal to eliminate requirements as
well as fees and credits, and pricing tiers in their entirety, will not
place any undue burden on intramarket competition that is not necessary
or appropriate in furtherance of the purposes of the Act. To the extent
the proposed rule change places a burden on competition, any such
burden would be outweighed by the fact that each of the pricing tiers
proposed for deletion have begun to be underutilized by ETP Holders.
Intermarket Competition. The Exchange believes the proposed rule
change does not impose any burden on intermarket competition that is
not necessary or appropriate in furtherance of the purposes of the Act.
The Exchange operates in a highly competitive market in which market
participants can readily choose to send their orders to other exchanges
and off-exchange venues if they deem fee levels at those other venues
to be more favorable. As noted above, the Exchange's market share of
intraday trading (i.e., excluding auctions) is currently less than 12%.
In such an environment, the Exchange must continually adjust its fees
and rebates to remain competitive with other exchanges and with off-
exchange venues. Because competitors are free to modify their own fees
and credits in response, and because market participants may readily
adjust their order routing practices, the Exchange does not believe
this proposed fee change would impose any burden on intermarket
competition.
The Exchange believes that the proposed change could promote
competition between the Exchange and other execution venues, including
those that currently offer similar order types and comparable
transaction pricing, by encouraging additional orders to be sent to the
Exchange for execution
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
Pursuant to Section 19(b)(3)(A)(ii) of the Act,\23\ and Rule 19b-
4(f)(2) thereunder \24\ the Exchange has designated this proposal as
establishing or changing a due, fee, or other charge imposed on any
person, whether or not the person is a member of the self-regulatory
organization, which renders the proposed rule change effective upon
filing. At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
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\23\ 15 U.S.C. 78s(b)(3)(A)(ii).
\24\ 17 CFR 240.19b-4.
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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#86f4f3eae3abe5e9ebebe3e8f2f5c6f5e3e5a8e1e9f0"><span class="__cf_email__" data-cfemail="b9cbccd5dc94dad6d4d4dcd7cdcaf9cadcda97ded6cf">[email protected]</span></a>. Please include
file number SR-NYSEARCA-2025-84 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-NYSEARCA-2025-84. 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-NYSEARCA-2025-84 and should be submitted
on or before January 7, 2026.
[[Page 58677]]
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\25\
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\25\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23071 Filed 12-16-25; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on December 17, 2025.
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