Notice2025-23072
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Price List
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
<html>
<head>
<title>Federal Register, Volume 90 Issue 240 (Wednesday, December 17, 2025)</title>
</head>
<body><pre>
[Federal Register Volume 90, Number 240 (Wednesday, December 17, 2025)]
[Notices]
[Pages 58654-58656]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23072]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104383; File No. SR-NYSE-2025-41]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Its Price List
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, New York Stock Exchange LLC (``NYSE'' 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.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend its Price List to adopt an
alternative requirement to qualify for the Non Display Tier 1 pricing.
The Exchange proposes to implement the fee change 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 its Price List to adopt an
alternative requirement to qualify for the Non Display Tier 1 pricing.
The proposed change responds to the current competitive environment
by incentivizing submission of additional liquidity in Tapes A, B and C
securities to a public exchange.
The Exchange proposes to implement the fee change effective
December 1, 2025.
Background
Current Market and Competitive Environment
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\
---------------------------------------------------------------------------
\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'').
---------------------------------------------------------------------------
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, cash equity trading is currently dispersed
across 17 exchanges,\5\ numerous alternative 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 20% market share.\7\ Therefore, no exchange
possesses significant pricing power in the execution of cash equity
order flow. More specifically, the Exchange's share of executed volume
of equity trades in Tapes A, B and C securities is less than 12%.\8\
---------------------------------------------------------------------------
\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="https://markets.cboe.com/us/equities/market_share/">https://markets.cboe.com/us/equities/market_share/</a>.
\8\ See id.
---------------------------------------------------------------------------
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 the firm routes order flow. Accordingly, competitive forces
compel the Exchange to use exchange transaction fees and credits
because market participants can readily trade on competing venues if
they deem pricing levels at those other venues to be more favorable.
In response to this competitive environment, the Exchange has
established incentives for its member organizations who submit orders
that add liquidity on the Exchange. The Exchange believes that the
proposed change will incentivize submission of additional liquidity in
Tape A, Tape B and Tape C securities to a public exchange, thereby
promoting price discovery and transparency and enhancing order
execution opportunities for member organizations.
Proposed Rule Change
The Exchange currently provides a credit of $0.0018 per share to
member organizations that send orders that add liquidity to the
Exchange in Non-Displayed Limit Orders with a per share stock price of
$1.00 or more and that have Adding ADV in Non-Displayed Limit Orders
that is at least 0.15% of Tapes A, B, and C CADV combined, excluding
any liquidity added by a DMM. Further, member organizations that send
orders that add liquidity to the
[[Page 58655]]
Exchange in Non-Displayed Limit Orders and that have Adding ADV in Non-
Displayed Limit Orders that is at least 0.15% of Tapes A, B and C CADV
combined, excluding any liquidity added by a DMM, are provided a credit
equal to 0.18% of the total dollar value of the transaction for
securities with a per share stock price below $1.00.
With this proposed rule change, the Exchange proposes to adopt an
alternative requirement for member organizations to qualify for the Non
Display Tier 1 credits. As proposed, member organizations that are also
DMMs registered as a DMM in at least 500 Tape A issues would receive a
credit of $0.0018 per share in securities with a per share stock price
of $1.00 or more, or a credit equal to 0.18% of the total dollar value
of the transaction for securities with a per share stock price below
$1.00.
The purpose of this proposed change is to incentivize member
organizations that are also DMMs to register as a DMM in a greater
number of Tape A issues and thereby, qualify for the Non Display Tier 1
credit. The Exchange believes that it is reasonable to offer credits
based on the member organizations that are also DMMs in a certain
number of securities. The Exchange notes that other marketplaces offer
incremental credits to members that are lead market makers registered
in a minimum number of securities and that add a specified percentage
of displayed liquidity.\9\ The Exchange further believes that
eligibility for the credit for member organizations that are also DMMs
in a certain number of securities is not unfairly discriminatory
because member organizations that are not DMMs can still qualify for
the credit by sending adding liquidity to the Exchange and meeting the
ADV requirements for all Tapes set out in the Non Display Tier 1
pricing table.
---------------------------------------------------------------------------
\9\ For instance, Cboe BZX offers a higher tiered rebate based
on a lower adding requirement if the member is enrolled in a minimum
number of LMM securities. See Cboe BZX Equities Fee Schedule,
available at <a href="https://www.cboe.com/us/equities/membership/fee_schedule/bzx/">https://www.cboe.com/us/equities/membership/fee_schedule/bzx/</a>.
---------------------------------------------------------------------------
The proposed changes are not otherwise intended to address other
issues, and the Exchange is not aware of any significant problems that
market participants would have in complying with the proposed changes.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\10\ in general, and furthers the
objectives of Sections 6(b)(4) and (5) of the Act,\11\ 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.
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(4) & (5).
---------------------------------------------------------------------------
The Proposed Change Is Reasonable
As discussed above, 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.'' \12\ 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.'' \13\
---------------------------------------------------------------------------
\12\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37495, 37499 (June 29, 2005) (S7-10-04) (Final Rule)
(``Regulation NMS'').
\13\ 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).
---------------------------------------------------------------------------
The Exchange believes that the proposal to offer the Non Display
Tier 1 rebate to member organizations that are also DMMs registered as
a DMM in at least 500 Tape A securities is a reasonable means to
attract greater participation by member organizations that are also
DMMs and to register as a DMM in a greater number of securities. The
Exchange believes the proposed rule change is a reasonable means to
improve market quality, attract additional order flow to a public
market, and enhance execution opportunities for member organizations on
the Exchange, to the benefit of all market participants. The Exchange
notes that the proposal would also foster liquidity provision and
stability in the marketplace. The proposal would also reward DMM units,
who have greater risks and heightened quoting and other obligations
than other market participants. The proposed change is also a
reasonable attempt to potentially attract additional DMM units to the
Exchange by providing financial incentives to register as DMMs in a
greater number of securities. Moreover, offering credits to member
organizations that are also DMMs registered as a DMM in 500 Tape A
symbols is a reasonable method to incentivize greater participation by
such member organizations, thereby contributing to depth and market
quality on the Exchange. In light of the competitive environment in
which the Exchange currently operates, the proposed rule change is a
reasonable attempt to incentivize member organizations to increase
their participation on the Exchange and provide meaningful added levels
of liquidity in order to qualify for credits, thereby contributing to
depth and market quality on the Exchange.
The Proposal Is an Equitable Allocation of Fees
The Exchange believes the proposal equitably allocates fees and
credits among market participants because all member organizations that
are also DMMs may qualify for the Non Display Tier 1 credits on an
equal basis.
The Exchange believes the proposal equitably allocates its fees
among its market participants by fostering liquidity provision and
stability in the marketplace. Moreover, the proposal is an equitable
allocation of fees because it would reward DMM units for their
increased risks and heightened quoting and other obligations. As such,
it is equitable to offer qualifying member organizations that are also
DMMs registered as a DMM a higher credit for Non-Displayed Limit
Orders. The proposed rebate is also equitable because it would apply
equally to any member organization that is also a DMM registered as a
DMM in a minimum number of Tape A securities. The Exchange notes that
at this time there are currently 3 member organizations that are also
DMMs registered as a DMM in at least 500 Tape A issues that could
qualify for the Non Display Tier 1 credits. The Exchange believes that
the proposal would provide an equal incentive to any member
organization that is a DMM to register as a DMM in a greater number of
Tape A issues, and that the proposal constitutes an equitable
allocation of fees because all similarly situated member organizations
would be eligible for the same rebate. The Exchange notes that member
organizations that are not a DMM registered in 500 Tape A issues can
continue to qualify for Non Display Tier 1 credits pursuant to the
current requirements.
[[Page 58656]]
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. In the prevailing competitive environment, member
organizations are free to disfavor the Exchange's pricing if they
believe that alternatives offer them better value. The Exchange
believes that offering a rebate to member organizations that are also a
DMM registered as a DMM in at least 500 Tape A issues would provide a
further incentive for member organizations that are also a DMM to
register as a DMM in a greater number of securities to earn the Non
Display Tier 1 credits. The Exchange also believes that the requirement
of registering as a DMM in at least 500 Tape A issues to qualify for
the credit is not unfairly discriminatory because it would apply
equally to all existing and prospective member organizations that are
also a DMM that choose to register as a DMM in Tape A securities on the
Exchange. The Exchange does not believe that it is unfairly
discriminatory to offer incentives based on a prescribed threshold. The
Exchange believes that the proposal would provide an equal incentive to
any member organization that is also a DMM to register as a DMM in a
greater number of Tape A issues, and that the proposal would not be
unfairly discriminatory because the threshold-based incentive would be
offered on equal terms to all similarly situated member organizations.
Finally, the Exchange believes that it is subject to significant
competitive forces, as described below in the Exchange's statement
regarding the burden on competition.
For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\14\ 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 member organizations. 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.'' \15\
---------------------------------------------------------------------------
\14\ 15 U.S.C. 78f(b)(8).
\15\ See Regulation NMS, 70 FR at 37498-99.
---------------------------------------------------------------------------
Intramarket Competition. The proposed change is designed to attract
additional order flow and new potential DMMs to the Exchange. The
Exchange believes that the proposal to offer a financial incentive
should incentivize member organizations that are also a DMM to register
as a DMM in a greater number of Tape A issues. Greater participation on
the Exchange would result in greater liquidity for the benefit of all
market participants on the Exchange. The Non Display Tier 1 credits
would be available to all similarly-situated market participants, and,
as such, the proposed changes would not impose a disparate burden on
competition among market participants on the Exchange.
Intermarket Competition. The Exchange operates in a highly
competitive market in which market participants can readily choose to
send their orders to other exchange and off-exchange venues if they
deem fee levels at those other venues to be more favorable. 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 its
proposed fee change can impose any burden on intermarket competition
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,\16\ and Rule 19b-
4(f)(2) thereunder \17\ 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.
---------------------------------------------------------------------------
\16\ 15 U.S.C. 78s(b)(3)(A)(ii).
\17\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
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#d0a2a5bcb5fdb3bfbdbdb5bea4a390a3b5b3feb7bfa6"><span class="__cf_email__" data-cfemail="e99b9c858cc48a8684848c879d9aa99a8c8ac78e869f">[email protected]</span></a>. Please include
file number SR-NYSE-2025-41 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-NYSE-2025-41. 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-NYSE-2025-41 and should be submitted on
or before January 7, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
---------------------------------------------------------------------------
\18\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23072 Filed 12-16-25; 8:45 am]
BILLING CODE 8011-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on December 17, 2025.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.