Notice2025-23818
Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Exchange Rules 11.180 and Rule 14.002 To Conform With Recent Amendment to Definition of Round Lot Under Rule 600 of Regulation NMS
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Published
December 29, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 245 (Monday, December 29, 2025)</title>
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[Federal Register Volume 90, Number 245 (Monday, December 29, 2025)]
[Notices]
[Pages 60844-60847]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23818]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104474; File No. SR-LTSE-2025-28]
Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Exchange Rules 11.180 and Rule 14.002 To Conform With Recent
Amendment to Definition of Round Lot Under Rule 600 of Regulation NMS
December 19, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on December 17, 2025, Long-Term Stock Exchange, Inc. (``LTSE'' or
the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I
and II 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 is filing with the Securities and Exchange Commission
(``Commission'') a proposed rule change to amend Exchange Rules 11.180
and Rule 14.002 to conform with a recent amendment to the definition of
Round Lot under Rule 600 of Regulation NMS recently approved by the
Commission.\3\
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\3\ See Securities Exchange Act Release No. 101070 (September
18, 2024), 89 FR 81620 (October 8, 2024) (S7-30-22).
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The text of the proposed rule change is available at the Exchange's
website at <a href="https://longtermstockexchange.com/">https://longtermstockexchange.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 Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The self-regulatory organization has prepared summaries,
set forth in Sections A, B, and C below, of the most significant
aspects of such statements.
[[Page 60845]]
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend Exchange Rules 11.180 and 14.002 to
conform with a recent amendment to the definition of Round Lot under
Rule 600 of Regulation NMS recently approved by the Commission.\4\ The
Exchange also proposes to make conforming non-substantive changes to
Exchange Rules 11.151(a)(1), Two-Sided Quote Obligation, 11.220,
Priority of Orders, and 14.310, Initial Listing Requirements for
Primary Equity Securities.
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\4\ See supra note 3.
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In 2020, the Commission adopted amendments to Regulation NMS to
modernize the NMS information provided within the national market
system for the benefit of market participants and to better achieve
Section 11A's goals of assuring ``the availability to brokers, dealers,
and investors of information with respect to quotations for and
transactions in securities that is prompt, accurate, reliable, and
fair'' (``MDI Rules'').\5\ These changes included an amendment to Rule
600 of Regulation NMS to include a definition of ``round lot'' that
assigns each NMS stock to a round lot size based on the stock's average
closing price. Prior to this change, a ``round lot'' was not defined in
the Act or Regulation NMS. The definition of a ``round lot'' was
included in the rules of each exchange, including Exchange Rules 11.180
and 14.002, which typically defined a ``Round Lot'' as 100 shares, but
they also allowed the exchange, or the primary listing exchange for the
stock, discretion to define it otherwise.
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\5\ See Securities Exchange Act Release No. 90610 (December 9,
2020), 86 FR 18596 (April 9, 2021) (``MDI Adopting Release'').
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In light of delays in the implementation of the MDI Rules,
including the definition of round lot, on September 18, 2024, the
Commission, among other things, accelerated the implementation of the
round lot definition. The Commission also revised the round lot
definition as set forth below.\6\ Rule 600(b)(93) of Regulation NMS, as
adopted by the MDI Rules and as amended in 2024,\7\ defines a round lot
for NMS stocks \8\ that have an average closing price on the primary
listing exchange during the prior Evaluation Period \9\ of: (1) $250.00
or less per share as 100 shares; (2) $250.01 to $1,000.00 per share as
40 shares; (3) $1,000.01 to $10,000.00 per share as 10 shares; and (4)
$10,000.01 or more per share as 1 share. For any security that becomes
an NMS Stock during an operative period, as described in Rule
600(b)(93)(iv),\10\ a round lot is 100 shares. Adjustments to the round
lot size for a security will occur on a semiannual basis and the
calculation of the average closing price on the primary listing
exchange will be based on a one month ``Evaluation Period.''
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\6\ See supra note 3.
\7\ Id.
\8\ ``NMS stock'' is defined under Regulation NMS as any NMS
security other than an option. 17 CFR 242.600(b)(65).
\9\ Rule 600(b)(93)(iii) of Regulation NMS defines the
Evaluation Period as (A) all trading days in March for the round lot
assigned on the first business day in May and (B) all trading days
in September for the round lot assigned on the first business day of
November during which the average closing price of an NMS stock on
the primary listing exchange shall be measured by the primary
listing exchange to determine the round lot for each NMS stock.
\10\ Pursuant to Rule 600(b)(93)(iv) of Regulation NMS the round
lot assigned under this section shall be operative on: (A) The first
business day of May for the March Evaluation Period and continue
through the last business day of October of the calendar year; and
(B) The first business day of November for the September Evaluation
Period and continue through the last business day of April of the
next calendar year.
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The implementation of the Commission's revised definition was
required to be completed on November 3, 2025, and the Commission
provided temporary exemptive relief to exchanges from the requirement
to file proposed rule changes to amend their rules to reflect the round
lot definition in Rule 600(b)(93) of Regulation NMS until 30 calendar
days following the end of the lapse of appropriations.\11\ The Exchange
now proposes to amend Exchange Rules 11.180 and 14.002 to conform with
the definition of Round Lot under Rule 600 of the Regulation NMS.
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\11\ See Securities Exchange Act Release No. 104172 (Oct. 31,
2025) (Order Granting Temporary Exemptive Relief).
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Exchange Rule 11.180(q)(1) provides that ``[o]ne hundred (100)
shares or any multiple thereof shall constitute a Round Lot, unless an
alternative number of shares is established as a Round Lot by the
listing exchange for the security.'' The Exchange proposes to replace
this definition with a sentence that explicitly refers to the
definition of round lots under Rule 600 of Regulation NMS. As a result,
the above sentence will be deleted and replaced with the following,
``For any NMS stock, the ``Round Lot'' shall be the size assigned by
the primary listing market pursuant to Rule 600 of Regulation NMS under
the Exchange Act.''
Similarly, Exchange Rule 14.002(a)(1) provides `` ``Round Lot'' or
``Normal Unit of Trading'' means 100 shares of a security[,]'' and
provides that the Exchange may determine when a ``Round Lot'' would not
mean 100 shares. The Exchange now proposes to also amend Exchange Rule
14.002(a)(1) to explicitly refer to the definition of a round lot under
Rule 600 of Regulation NMS. Again, the Exchange proposes these changes
solely to conform the Exchange's definition of Round Lot under Exchange
Rule 11.180(q)(1) and Exchange Rule 14.002(a)(1) to the new definition
of Round Lot under Rule 600 of Regulation NMS.
The Exchange also proposes to make conforming non-substantive
changes to Exchange Rule 11.151(a)(1), Two-Sided Quote Obligation.
Exchange Rule 11.151(a)(1) currently provides that ``[u]nless otherwise
designated, a `normal unit of trading' shall be 100 shares.'' The
Exchange proposes to replace the aforementioned sentence with a
sentence that conforms to the newly adopted definition of Round Lot in
the Exchange's Rulebook. As a result, the above sentence will be
removed and replaced with the following: ``[u]nless otherwise
designated, a `normal unit of trading' shall be a Round Lot as defined
in Exchange Rule 11.180.'' The Exchange also proposes to make
conforming non-substantive changes to Exchange Rules 11.220, Priority
of Orders and 14.310, Initial Listing Requirements for Primary Equity
Securities. The Exchange proposes to capitalize the term Round Lot in
each of these rules. The purpose of these changes is to provide greater
clarity to exchange members and the public regarding the Rulebook. The
Exchange does not propose any additional changes to these rules.
Implementation Date
The proposed rule changes will be implemented on December 12, 2025.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\12\ in general, and
furthers the objectives of Section 6(b)(1) \13\ in particular, in that
it enables the Exchange to be so organized as to have the capacity to
be able to carry out the purposes of the Act and to comply, and to
enforce compliance by its exchange members and persons associated with
its exchange members, with the provisions of the Act, the rules and
regulations thereunder, and the rules of the Exchange. The Exchange
also believed that the proposed rule change is consistent with Section
6(b)(5)
[[Page 60846]]
of the Act \14\ in that it is designed to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, 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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\12\ 15 U.S.C. 78f(b).
\13\ 15 U.S.C. 78f(b)(1).
\14\ 15 U.S.C. 78f(b)(5).
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The Exchange proposes to amend Exchange Rules 11.180 and 14.002 to
conform with the definition of Round Lot under Rule 600 of the
Regulation NMS that is to be implemented in November 2025.\15\ These
changes are being proposed solely to conform the Exchange's definition
of ``Round Lot'' under Exchange Rules 11.180 and 14.002 to the new
definition of Round Lot under Rule 600 of Regulation NMS. The Exchange
also proposes to make conforming nonsubstantive changes to Rules
11.151(a)(1), Two-Sided Quote Obligation, 11.220, Priority of Orders,
and 14.310, Initial Listing Requirements for Primary Equity Securities.
These changes are limited to capitalizing the term Round Lot in each of
these rules to conform with the changes to Exchange Rules 11.180 and
14.002.
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\15\ See supra note 3.
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The proposed rule changes would reduce potential investor and
market participant confusion and therefore remove impediments to and
perfect the mechanism of a free and open market and a national market
system by ensuring that the Exchange's rules properly reflect the
requirements of Rule 600 of Regulation NMS. The Exchange also believes
that the proposed rule changes would remove impediments to and perfects
the mechanism of a free and open market by ensuring that persons
subject to the Exchange's jurisdiction, regulators, and the investing
public can more easily navigate and understand the Exchange's rules.
The proposed rule changes would not be inconsistent with the public
interest and the protection of investors because investors will not be
harmed and in fact would benefit from the increased transparency and
clarity, thereby reducing potential confusion.
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 that is not necessary or appropriate
in furtherance of the purposes of the Act.
The Exchange believes the proposed rule changes do not impose any
burden on intramarket or intermarket competition that is not necessary
or appropriate in furtherance of the purposes of the Act. The proposed
rule changes to amend the definition of Round Lot are not intended to
address competitive issues but rather are concerned solely with
amending the Exchange's Rules to conform with the amended definition of
Round Lot under Rule 600 of the Regulation NMS.\16\ The proposed rule
change to capitalize the term Round Lot in additional rules is
conforming and non-substantive in nature, and is not intended to
address competitive issues.
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\16\ Id.
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C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act \17\ and Rule 19b-4(f)(6) \18\ thereunder.
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) of the Act \19\ and Rule 19b-4(f)(6) \20\
thereunder.
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\17\ 15 U.S.C. 78s(b)(3)(A).
\18\ 17 CFR 240.19b-4(f)(6).
\19\ 15 U.S.C. 78s(b)(3)(A).
\20\ 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, along
with a brief description and text of 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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A proposed rule change filed under Rule 19b-4(f)(6) \21\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\22\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposed
rule change may become operative immediately upon filing. The Exchange
states that the proposed changes will not adversely impact investors
and are solely designed to comply with the revised definition of Round
Lot under Rule 600 of Regulation NMS recently approved by the
Commission.\23\ The Exchange also states that it is the public interest
for the Rulebook to be specific, clear, and transparent, and that the
proposed change would promote those interests. For these reasons, and
because the proposed rule change does not raise any novel legal or
regulatory issues, the Commission finds that waiver of the 30-day
operative delay is consistent with the protection of investors and the
public interest. Therefore, the Commission hereby waives the 30-day
operative delay and designates the proposed rule change to be operative
upon filing.\24\
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\21\ 17 CFR 240.19b-4(f)(6).
\22\ 17 CFR 240.19b-4(f)(6)(iii).
\23\ See supra note 3.
\24\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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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#81f3f4ede4ace2eeecece4eff5f2c1f2e4e2afe6eef7"><span class="__cf_email__" data-cfemail="4133342d246c222e2c2c242f3532013224226f262e37">[email protected]</span></a>. Please include
file number SR-LTSE-2025-28 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-LTSE-2025-28. 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
[[Page 60847]]
only one method. The Commission will post all comments on the
Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>).
Copies of the filing will be available for inspection and copying at
the principal office of the Exchange. Do not include personal
identifiable information in submissions; you should submit only
information that you wish to make available publicly. We may redact in
part or withhold entirely from publication submitted material that is
obscene or subject to copyright protection. All submissions should
refer to file number SR-LTSE-2025-28 and should be submitted on or
before January 20, 2026.
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), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23818 Filed 12-23-25; 8:45 am]
BILLING CODE 8011-01-P
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