Notice2025-23667
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Discontinue the Good-Till-Cancelled Time-in-Force Order Attribute in Its Equities Market
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 23, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 244 (Tuesday, December 23, 2025)</title>
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[Federal Register Volume 90, Number 244 (Tuesday, December 23, 2025)]
[Notices]
[Pages 60158-60160]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23667]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104442; File No. SR-NASDAQ-2025-105]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Discontinue the Good-Till-Cancelled Time-in-Force Order Attribute in
Its Equities Market
December 18, 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 12, 2025, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III, below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to discontinue the Good-Till-Cancelled Time-
in-Force Order Attribute in its equities market.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings">https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings</a>, and at the principal office of the Exchange.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to discontinue the Time-in-Force of Good-
Till-Cancelled from its equities market.
Participants who trade equities in the Exchange can choose among
many Order Types.\3\ Participants can also choose to apply different
Order Attributes to their Orders.\4\ One of those
[[Page 60159]]
Order Attributes is Time-in-Force (``TIF'').\5\ The TIF assigned to an
Order is the period of time that the Nasdaq Market Center will hold the
Order for potential execution. Participants specify an Order's TIF by
designating a time at which the Order will become active and a time at
which the Order will cease to be active.\6\ Among the times available
for Order deactivation is one year after Order entry.\7\
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\3\ The term ``Order'' means an instruction to trade a specified
number of shares in a specified System Security submitted to the
Nasdaq Market Center by a Participant. An ``Order Type'' is a
standardized set of instructions associated with an Order that
define how it will behave with respect to pricing, execution, and/or
posting to the Nasdaq Book when submitted to Nasdaq. See Nasdaq
Equity 1, Section 1(a)(7). The Nasdaq Book is a montage for quotes
and orders that collects and ranks all quotes and orders submitted
by Participants. See Nasdaq Equity 1, Section 1(a)(3)(A).
\4\ An ``Order Attribute'' is a further set of variable
instructions that may be associated with an Order to further define
how it will behave with respect to pricing, execution, and/or
posting to the Nasdaq Book when submitted to Nasdaq. The available
Order Types and Order Attributes, and the Order Attributes that may
be associated with particular Order Types, are described in Equity
4, Rules 4702 and 4703. One or more Order Attributes may be assigned
to a single Order; provided, however, that if the use of multiple
Order Attributes would provide contradictory instructions to an
Order, the System will reject the Order or remove non-conforming
Order Attributes. See id.
\5\ See Nasdaq Equity 4, Rule 4703(a).
\6\ See id.
\7\ See id.
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An Order that is designated to deactivate one year after entry may
be referred to as a ``Good-till-Cancelled'' or ``GTC'' Order. If a GTC
Order is designated as eligible for execution during Market Hours \8\
only, it may be referred to as having a Time in Force of ``Market Hours
Good-till-Cancelled'' or ``MGTC.'' \9\ If a GTC Order is designated as
eligible for execution during System Hours,\10\ it may be referred to
as having a Time in Force of ``System Hours Good-till-Cancelled'' or
``SGTC.'' \11\ Therefore, both in the Exchange's rules and in this
filing, references to the TIF of GTC include both the TIF of MGTC and
the TIF of SGTC.
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\8\ Market Hours means the period of time beginning at 9:30 a.m.
ET and ending at 4:00 p.m. ET (or such earlier time as may be
designated by Nasdaq on a day when Nasdaq closes early). See Nasdaq
Equity 1, Section 1(a)(9).
\9\ See Nasdaq Equity 4, Rule 4703(a)(3).
\10\ System Hours means the period of time beginning at 4:00
a.m. ET and ending at 8:00 p.m. ET (or such earlier time as may be
designated by Nasdaq on a day when Nasdaq closes early). See Nasdaq
Equity 1, Section 1(a)(9).
\11\ See Nasdaq Equity 4, Rule 4703(a)(3).
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The Exchange proposes to discontinue the availability of the GTC
TIF on its equities market. In order to do so, the Exchange proposes to
modify Nasdaq Equity 4, Rule 4703(a) to delete ``one year after entry''
from the list of available times for deactivating an Order. The
Exchange also proposes to modify Nasdaq Equity 4, Rule 4703(a)(3),
which contains the definition of the GTC TIF, by deleting it in its
entirety and reserving that rule number.
In order to remove references elsewhere in its rulebook to the GTC
TIF, the Exchange proposes to remove a reference to GTC Orders in the
listing standards for Exchange-Traded Managed Fund Shares
(``NextShares''). Specifically, Nasdaq Rule 5745(b)(6)(B) currently
specifies that the TIF of GTC (and, by implication, MGTC and SGTC) is
not applicable to Orders for NextShares. Given that the Exchange is
removing the TIF of GTC from its Equity Rules, the Exchange proposes to
eliminate the reference to GTC in this listing rule, as that reference
would be obsolete. Consistent with this change, the Exchange also
proposes to redesignate Rule 5745(b)(6)(A) as Rule 5745(b)(6), and to
rephrase the rule to reflect that there is now only one exception to
the Order Attributes applicable to NextShares.
The Exchange also proposes to make the following conforming changes
to its Equity Rules, to delete all other references to GTC Orders:
<bullet> Nasdaq Equity 4, Rule 4702(b)(7)(B) specifies that a
Market Maker Peg Order may not have a TIF of GTC. The Exchange proposes
to remove this reference to GTC.
<bullet> Nasdaq Equity 4, Rule 4752 concerns the Exchange's opening
process:
[cir] Rule 4752(a)(10) includes in the definition of Market Hours
Orders those that have a TIF of MGTC. The Exchange proposes to remove
this reference to MGTC.
[cir] Rule 4752(a)(11) includes in the definition of Open Eligible
Interest any quotation or any order that may be entered into the system
and designated with a TIF of SGTC. The Exchange proposes to remove this
reference to SGTC.
<bullet> Nasdaq Equity 4, Rule 4754 concerns the Nasdaq Closing
Cross. Rule 4754(a)(1) defines Close Eligible Interest to mean any
quotation or any order that may be entered into the system and
designated with a TIF of SGTC or MGTC, among others. The Exchange
proposes to remove this reference to SGTC and MGTC.
<bullet> Nasdaq Equity 4, Rule 4761 concerns procedures in response
to issuer corporate actions, including any dividend (whether payable in
cash or securities or both), payment, distribution, forward or reverse
stock split, symbol change, or change in primary listing venue. Rule
4761(b) contains only such procedures that are specific to Orders with
a TIF of GTC. Therefore, the Exchange proposes to remove Rule 4761(b)
in its entirety. Consistent with this change, the Exchange proposes to
redesignate Rule 4761(a) as Rule 4761, and to remove the introductory
``Except as provided below,'' introductory phrase to that rule.
<bullet> Nasdaq Equity 6, Section 5 sets out the risk settings that
the Exchange offers to a Participant's activities on the Exchange.
Section 5(c) concerns Cancel-on-Disconnect Control. This optional
control allows a Participant, when it experiences a disruption in its
connection to the Exchange, to immediately cancel all pending Exchange
Orders except GTC Orders, among others. The Exchange proposes to remove
this reference to GTC Orders.
<bullet> Nasdaq Equity 9, Section 1 concerns the adjustment of open
orders. Section 1(d) defines ``open order'' as an order to buy or an
open stop order to sell, including but not limited to, ``good `til
cancelled'' orders, among others. The Exchange proposes to remove this
reference to ``good `til cancelled.''
Starting on the day that the Exchange discontinues the GTC TIF
Order Attribute, any new GTC Orders sent to the Exchange will be
rejected. Any GTC Orders remaining on the Nasdaq Book at the close of
the trading day immediately preceding the discontinuation of the GTC
TIF Order Attribute will be cancelled by the Exchange. The
discontinuation of the GTC TIF Order Attribute will become operative in
the first quarter of 2026. The Exchange currently intends to
discontinue GTC Orders on February 2, 2026. Therefore, any GTC Orders
remaining on the Nasdaq Book at the close of trading on January 30,
2026, would be cancelled by the Exchange.\12\ If the Exchange were to
postpone this February 2, 2026, discontinuation date to a later date in
the first quarter of 2026, the new discontinuation date would be
communicated by the Exchange through an Equity Trader Alert.
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\12\ See Nasdaq Equity Trader Alert #2025-83, ``Nasdaq to
Decommission Good-Till-Cancelled (GTC) Orders'' (Oct. 24, 2025),
available at <a href="https://www.nasdaqtrader.com/TraderNews.aspx?id=ETA2025-83">https://www.nasdaqtrader.com/TraderNews.aspx?id=ETA2025-83</a>; Nasdaq Equity Trader Alert #2025-97,
``UPDATE IN TIMING: Nasdaq to Decommission Good-Till-Cancelled (GTC)
Orders'' (Dec. 3, 2025), available at <a href="https://www.nasdaqtrader.com/TraderNews.aspx?id=ETA2025-97">https://www.nasdaqtrader.com/TraderNews.aspx?id=ETA2025-97</a>.
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\13\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\14\ in particular, in that it is designed to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general to protect investors and the public
interest.
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\13\ 15 U.S.C. 78f(b).
\14\ 15 U.S.C. 78f(b)(5).
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It is consistent with the Act for the Exchange to modify the Order
Attributes available on equities orders on the Exchange. Nasdaq has
found that very few Participants avail themselves of the GTC TIF.
Retaining this functionality
[[Page 60160]]
adds complexity to the Exchange's rulebook that outweighs its utility
to Participants. Discontinuing this disused functionality will promote
just and equitable principles of trade and remove impediments to and
perfect the mechanism of a free and open market and a national market
system by streamlining the TIFs offered on the Exchange.
It is also consistent with the Act to delete all references GTC
Orders found in the Exchange's listing rules and Equity Rules. Removing
this now-obsolete rule text will promote just and equitable principles
of trade and remove impediments to and perfect the mechanism of a free
and open market and a national market system by avoiding any possible
confusion as to the discontinuation of the GTC TIF functionality.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule changes will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. In this regard, proposed
changes that streamline the Order Attributes available on the Exchange
are pro-competitive because they bolster the efficiency, functionality,
and overall attractiveness of the Exchange in an absolute sense and
relative to its peers. Moreover, the proposed changes will not unduly
burden intra-market competition among various Exchange participants.
Nasdaq has observed that very few Participants currently avail
themselves of the GTC TIF, so that it is no longer worthwhile for the
Exchange to retain this functionality and its attendant complexity. The
Exchange would continue to offer Participants many other TIF options to
help them achieve their trading objectives. Furthermore, if there are
Participants who are dissatisfied with the proposal, they are free to
shift their order flow to competing venues that may offer them order
handling functionality that better suits their trading objectives.
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
Because the foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \15\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\16\
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\15\ 15 U.S.C. 78s(b)(3)(A)(iii).
\16\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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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 necessary or
appropriate in the public interest, for the protection of investors, or
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#3b494e575e16585456565e554f487b485e58155c544d"><span class="__cf_email__" data-cfemail="7705021b125a14181a1a121903043704121459101801">[email protected]</span></a>. Please include
file number SR-NASDAQ-2025-105 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-NASDAQ-2025-105. 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-NASDAQ-2025-105 and should be submitted
on or before January 13, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
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\17\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23667 Filed 12-22-25; 8:45 am]
BILLING CODE 8011-01-P
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