Notice2025-23523
Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adjust Professional Subscriber Fees for Top of PHLX Options and PHLX Orders for Inflation
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Published
December 22, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 243 (Monday, December 22, 2025)</title>
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[Federal Register Volume 90, Number 243 (Monday, December 22, 2025)]
[Notices]
[Pages 59909-59912]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23523]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104429; File No. SR-Phlx-2025-68]
Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Adjust
Professional Subscriber Fees for Top of PHLX Options and PHLX Orders
for Inflation
December 17, 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 5, 2025, Nasdaq PHLX LLC (``Phlx'' or ``Exchange'') filed
with the Securities and Exchange Commission (``SEC'' or ``Commission'')
the proposed rule change as described in Items I, II, and III, below,
which Items have been prepared by the Exchange. The
[[Page 59910]]
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 adjust Professional Subscriber fees for
Top of PHLX Options, TOPO Plus Orders and PHLX Orders to be the same as
those currently applicable to PHLX Depth Data.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://listingcenter.nasdaq.com/rulebook/phlx/rulefilings">https://listingcenter.nasdaq.com/rulebook/phlx/rulefilings</a>,
and at the principal office of the Exchange.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to adjust the Exchange's Professional
Subscriber fees for Top of PHLX Options (``TOPO''), PHLX Orders, and
TOPO Plus Orders for inflation.\3\
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\3\ This proposal was initially filed as SR-Phlx-2025-65. On
December 5, 2025, that proposal was withdrawn and replaced with the
instant filing.
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Top of PHLX Options
Top of PHLX Options calculates and disseminates the Exchange's best
bid and offer position, with aggregate size (including total size in
aggregate, for Professional Order size in the aggregate and Public
Customer Order size in the aggregate), based on displayable order and
quote interest in the System. The data contained in the TOPO data feed
is identical to the data simultaneously sent to the processor for the
OPRA and subscribers of that data feed. The data provided for each
options series includes the symbols (series and underlying security),
put or call indicator, expiration date, the strike price of the series,
and whether the option series is available for trading on Phlx and
identifies if the series is available for closing transactions only.\4\
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\4\ See Options 3, Section 23(a)(1).
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Customers are free to purchase TOPO or not, and can reject the feed
for any reason, including the fee charged.
The monthly Professional Subscriber fee for TOPO is currently
$40.\5\ This fee has not changed for over a decade, since January
2013.\6\
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\5\ See Options 7, Section 10 (Proprietary Data Feed Fees) (Top
of PHLX Options). A Professional Subscriber is any Subscriber that
is not a Non-Professional Subscriber. See id. A Non-Professional
Subscriber is a natural person who is neither: (i) registered or
qualified in any capacity with the Commission, the Commodities
Futures Trading Commission, any state securities agency, any
securities exchange or association, or any commodities or futures
contract market or association; (ii) engaged as an `investment
adviser' as that term is defined in Section 201(11) of the
Investment Advisors Act of 1940 (whether or not registered or
qualified under that Act); nor (iii) employed by a bank or other
organization exempt from registration under federal or state
securities laws to perform functions that would require registration
or qualification if such functions were performed for an
organization not so exempt. A Non-Professional Subscriber may only
use the data provided for personal purposes and not for any
commercial purpose. See id.
\6\ See Securities Exchange Act Release No. 68576 (January 3,
2013), 78 FR 1886 (January 9, 2013) (SR-Phlx-2012-145).
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PHLX Order Feed
Nasdaq Phlx Order Feed (``Order Feed'') provides pricing
information on new orders resting on the Phlx Order book (e.g. price,
quantity, market participant capacity and Attributable Order tags when
provided by a Member). Nasdaq Phlx Order Feed is currently provided as
part of the TOPO Plus Orders data product. The data provided for each
options series includes the symbols (series and underlying security),
displayed order types, order attributes (e.g., OCC account number,
give-up information, CMTA information), put or call indicator,
expiration date, the strike price of the series, and whether the option
series is available for trading on Phlx and identifies if the series is
available for closing transactions only. The feed also provides auction
and exposure notifications and order imbalances on opening/reopening
(size of matched contracts and size of the imbalance).\7\ The Order
Feed provides customers with the opportunity to reduce bandwidth (and
therefore data processing costs) relative to the full depth of book
feed, while retaining a view of market participant orders (setting
aside symbols where participants have not placed orders).
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\7\ See Options 3, Section 23(a)(2.)
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Customers are free to purchase PHLX Orders or not, and can reject
the feed for any reason, including the fee charged.
The monthly Professional Subscriber fee for Phlx Orders is
currently $40. This fee has not changed in over a decade, since January
2013.\8\
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\8\ See Supra n. 5.
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TOPO Plus Orders
TOPO Plus Orders offers both TOPO and the Order Feed for a
consolidated fee that is less than the combined fee for the two
products.
Customers are free to purchase TOPO Plus Orders or not, and can
reject the feed for any reason, including the fee charged.
The monthly Professional Subscriber fee for TOPO Plus Orders is
currently $40. This fee has not changed since January 2013.\9\
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\9\ See id.
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Proposed Changes
The Exchange proposes to increase the Professional Subscriber Fees
for TOPO, Orders, and TOPO Plus Orders for inflation.
In January 2025, the Exchange proposed an inflationary adjustment
to certain market data fees separated into three tranches to prevent
any undue impact that execution in one tranche would have on our
customers: 45 percent in 2025; 30 percent in 2026; and the final 25
percent in 2027.\10\
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\10\ See Securities Exchange Act Release No. 102125 (January 6,
2025), 90 FR 2766 (January 13, 2025) (SR-Phlx-2024-73).
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The Exchange proposes to replicate that proposal for these
Professional Subscriber fees, using both the same measure of inflation
and the same three tranche structure that became operative on January
1, 2025.
As explained in that filing, the Exchange has continuously invested
in its products after the current fees were first instituted to
accommodate the increasing amount of information processed and the
changes in technology over time. These investments have been necessary
in part because of increases in the amount of information processed,
coupled with the need to maintain infrastructure in a high fixed cost
environment as system demand has increased over time:
<bullet> Peak Rate by Millisecond: up approximately 40%
<bullet> Average Rate per Millisecond: up approximately 37%
<bullet> Peak Rate per Second: up approximately 109%
<bullet> Average Rate per Second: up approximately 113%
<bullet> Peak Total Messages: up approximately 477%
[[Page 59911]]
<bullet> Average Total Messages: up approximately 626%
<bullet> Average Daily Volume: up approximately 18%
<bullet> Maximum Message Count: up approximately 477%
With this increase in message traffic and the need to maintain
infrastructure, the Exchange expended significant resources to improve
its market data products to meet customer expectations, including
continued investment in all aspects of the technology ecosystem (e.g.,
software, hardware, and network). And the Exchange continues to invest
in enhancing its technology for the benefit and often at the behest of
its customers. Yet the Exchange has not adjusted any of the fees
included in this proposal for many years to even partially offset the
costs of maintaining and enhancing its market data offerings.
Inflationary Index
The fee increases the Exchange proposes are based on an industry-
specific Producer Price Index (PPI), which is a tailored measure of
inflation.\11\ As a general matter, the Producer Price Index is a
family of indexes that measure the average change over time in selling
prices received by domestic producers of goods and services, assessing
price change from the perspective of the seller. This contrasts with
other metrics, such as the Consumer Price Index (CPI), that measure
price change from the purchaser's perspective.\12\
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\11\ See <a href="https://fred.stlouisfed.org/series/PCU51825182#0">https://fred.stlouisfed.org/series/PCU51825182#0</a>.
\12\ See <a href="https://www.bls.gov/ppi/overview.htm">https://www.bls.gov/ppi/overview.htm</a>.
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About 10,000 PPIs for individual products and groups of products
are tracked and released each month.\13\ PPIs are available for the
output of nearly all industries in the goods-producing sectors of the
U.S. economy--mining, manufacturing, agriculture, fishing, and
forestry--as well as natural gas, electricity, and construction, among
others. The PPI program covers approximately 69 percent of the service
sector's output, as measured by revenue reported in the 2017 Economic
Census.
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\13\ See <a href="https://www.bls.gov/ppi/overview.htm">https://www.bls.gov/ppi/overview.htm</a>.
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For purposes of this proposal, the relevant industry-specific PPI
is the Data Processing and Related Services PPI (``Data Processing
PPI''), which is an industry net-output PPI that measures the average
change in selling prices received by companies that provide data
processing services. The Data Processing PPI was introduced in January
2002 by the Bureau of Labor Statistics (BLS) as part of an ongoing
effort to expand Producer Price Index coverage of the services sector
of the U.S. economy and is identified as NAICS--518210 in the North
American Industry Classification System.\14\ According to the BLS,
``[t]he primary output of NAICS 518210 is the provision of electronic
data processing services. In the broadest sense, computer services
companies help their customers efficiently use technology. The
processing services market consists of vendors who use their own
computer systems--often utilizing proprietary software--to process
customers' transactions and data. Companies that offer processing
services collect, organize, and store a customer's transactions and
other data for record-keeping purposes. Price movements for the NAICS
518210 index are based on changes in the revenue received by companies
that provide data processing services. Each month, companies provide
net transaction prices for a specified service. The transaction is an
actual contract selected by probability, where the price-determining
characteristics are held constant while the service is repriced. The
prices used in index calculation are the actual prices billed for the
selected service contract.'' \15\
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\14\ NAICS appears in table 5 of the PPI Detailed Report and is
available at <a href="https://data.bls.gov/timeseries/PCU518210518210">https://data.bls.gov/timeseries/PCU518210518210</a>.
\15\ See <a href="https://www.bls.gov/ppi/factsheets/producer-price-index-for-the-data-processing-and-related-servicesindustry-naics-518210.htm">https://www.bls.gov/ppi/factsheets/producer-price-index-for-the-data-processing-and-related-servicesindustry-naics-518210.htm</a>.
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The Exchange believes the Data Processing PPI is an adequate
measure to for adjusting fees for its proprietary market data products
because the Exchange uses its ``own computer systems'' and
``proprietary software,'' i.e., its own data center and proprietary
matching engine software, respectively, to collect, organize, store and
report customers' transactions in U.S. equity securities.\16\
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\16\ The Exchange notes that the Bureau of Labor Statistics uses
a number of measures of inflation that may apply to Exchange market
data. For example, there is also an inflation measure related to PPI
industry data for data processing, hosting and related services:
Hosting, ASP, and other IT infrastructure provisioning services.
This other measure has been used by other SROs in determining price
changes and may provide an alternative point of reference.
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The Exchange furthermore notes that the Data Processing PPI is a
stable metric with limited volatility, unlike other consumer-side
inflation metrics. The Data Processing PPI has not experienced a
greater than 2.16% increase for any one calendar year period since Data
Processing PPI was introduced into the PPI in January 2002. The average
calendar year change from January 2002 to December 2023 was 0.62%, with
a cumulative increase of 15.67% over this 21-year period.
Proposed Fee Changes
The proposed inflationary adjustments are based on a comparison of
the Data Processing PPI index on the last date that the relevant fee
was adjusted with the level of the Data Processing PPI index on August
1, 2024. That percentage increase was then applied to the prior fee to
determine the proposed fee, and then rounding the result.\17\ As noted
above, the Exchange proposes to adjust fees in three tranches: one in
2025 that will cover 45 percent of the adjustment, another in 2026 to
cover an additional 30 percent, and a final tranche in 2027 for the
final 25 percent of the adjustment. Table 1 below shows the proposed
changes for 2025, 2026 and 2027, the date of the last fee change, and
the overall adjustment for TOPO Professional Subscriber,\18\ TOPO Plus
Orders Professional Subscriber,\19\ and PHLX Orders Professional
Subscriber: \20\
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\17\ The Exchange rounded fees as follows: fee values over
$999.99 were rounded to the nearest $10; fees between $99.99 and
$999.99 were rounded to the nearest dollar; fees between $9.99 and
$99.99 were rounded to the nearest $0.50; fees less than $9.99 were
rounded to the nearest $0.10. Where rounding would have caused the
proposed fee to exceed the rate of inflation, the Exchange rounded
downward.
\18\ See Supra n. 5. The change as calculated by the Data
Processing PPI index is 12.9%. The actual change is 12.8% due to
rounding of the fee.
\19\ Id.
\20\ Id.
Table 1--Proposed Inflationary Adjustments
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Overall percent
Product Current 2025 2026 2027 Last change change
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TOPO Professional Subscriber...... $40 $42.30 $44.10 $45.10 1/1/2013 12.8
TOPO Plus Orders Professional 40 42.30 44.10 45.10 1/1/2013 12.8
Subscriber.......................
PHLX Orders Professional 40 42.30 44.10 45.10 1/1/2013 12.8
Subscriber.......................
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[[Page 59912]]
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\21\ in general, and furthers the objectives of
Sections 6(b)(4) and 6(b)(5) of the Act,\22\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees and
other charges among members and issuers and other persons using any
facility, and is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
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\21\ 15 U.S.C. 78f(b).
\22\ 15 U.S.C. 78f(b)(4) and (5).
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This is because it is reasonable and consistent with the Act for
the Exchange to recoup its investments, at least in part, by adjusting
its fees, and, as noted above, the Exchange has not increased any of
these fees since 2013. In the years following the last fee increase,
the Exchange has made significant investments in upgrades to Exchange
systems and enhancing the quality of its services as measured by, among
other things, increased throughput. As such, Exchange customers have
benefitted while the Exchange's ability to recoup its investments has
been hampered, and Exchange fees have fallen in real terms during the
relevant period.
Between 2018 and 2023, for example, the overall inflation rate was
an average of 3.93% per year, producing a cumulative inflation rate of
21.28%.\23\ Using the more targeted inflation number of Data Processing
PPI, the cumulative inflation rate was 8.07%.\24\ The Exchange believes
the Data Processing PPI is a reasonable metric for this fee increase
because it is targeted to producer-side increases in the data
processing industry, which, based on the definition adopted by BLS,
would include the Exchange's market data products. Notwithstanding this
inflation, the Exchange has not increased its fees for the subject
services since 2013, and therefore the proposed fee changes represent a
reasonable increase from the current fees.
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\23\ See <a href="https://www.officialdata.org/us/inflation/2019?endYear=2023&amount=1">https://www.officialdata.org/us/inflation/2019?endYear=2023&amount=1</a>.
\24\ See <a href="https://data.bls.gov/timeseries/PCU518210518210">https://data.bls.gov/timeseries/PCU518210518210</a>.
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The Exchange believes the proposed fee increase is reasonable in
light of the Exchange's continued expenditure in maintaining a robust
technology ecosystem. The Exchange continues to invest in maintaining
and enhancing its market data products for the benefit and often at the
behest of its customers and global investors. Such enhancements include
refreshing all aspects of the technology ecosystem including software,
hardware, and network while introducing new and innovative products.
The goal of these enhancements, among other things, is to provide
faster and more consistent market data products. The Exchange continues
to expend resources to innovate and modernize technology so that it may
benefit its members in offering its market data products.
No Unfair Discrimination
The Proposal is not unfairly discriminatory. The proposed feeds are
optional data fees available to all market participants on a non-
discriminatory basis.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act.
Nothing in the proposal burdens inter-market competition (the
competition among self-regulatory organizations) because approval of
the proposal does not impose any burden on the ability of other options
exchanges to compete.
Nothing in the Proposal burdens intra-market competition (the
competition among consumers of exchange data), because TOPO, PHLX
Orders, and TOPO Plus Orders are available to any market participant at
the same price and any market participant that elects to purchase any
of these products may do so on a non-discriminatory basis.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\25\
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\25\ 15 U.S.C. 78s(b)(3)(A)(ii).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is: (i)
necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#81f3f4ede4ace2eeecece4eff5f2c1f2e4e2afe6eef7"><span class="__cf_email__" data-cfemail="a9dbdcc5cc84cac6c4c4ccc7dddae9daccca87cec6df">[email protected]</span></a>. Please include
file number SR-Phlx-2025-68 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-Phlx-2025-68. 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-Phlx-2025-68 and should be submitted on
or before January 12, 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. 2025-23523 Filed 12-19-25; 8:45 am]
BILLING CODE 8011-01-P
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