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Notice2026-02801

Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Schedule of Fees and Incentives To Bring It Into Compliance With New Reg NMS Rule 610(d)

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Published

February 12, 2026

Issuing agencies

Securities and Exchange Commission

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<title>Federal Register, Volume 91 Issue 29 (Thursday, February 12, 2026)</title>
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[Federal Register Volume 91, Number 29 (Thursday, February 12, 2026)]
[Notices]
[Pages 6693-6696]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-02801]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-104785; File No. SR-NASDAQ-2026-007]

Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
To Amend the Exchange's Schedule of Fees and Incentives To Bring It
Into Compliance With New Reg NMS Rule 610(d)

February 9, 2026.
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 January 30, 2026, 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 amend the Exchange's transaction fees at
Nasdaq Rule Equity 7, Sections 114 and 118, to bring the Exchange's
schedule of fees and incentives into compliance with Reg NMS Rule
610(d), which becomes effective on February 2, 2026.
These amendments are effective upon filing. However, they will
become operative on February 2, 2026.
The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/

[[Page 6694]]

rulebook/nasdaq/rulefilings, 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 purpose of the proposed rule change is to amend the Exchange's
transaction fees at Nasdaq Rule Equity 7, Sections 114 and 118, to
bring the Exchange schedule of equities transaction fees and incentives
into compliance with Reg NMS Rule 610(d), which becomes effective on
February 2, 2026.
On September 18, 2024, the Commission adopted several amendments to
Reg NMS in order to increase the transparency of exchange fees and
incentives.\3\ New Reg NMS Rule 610(d) provides that ``[a] national
securities exchange shall not impose, nor permit to be imposed, any fee
or fees, or provide, or permit to be provided, any rebate or other
remuneration, for the execution of an order in an NMS stock that cannot
be determined at the time of execution.'' \4\ The original compliance
date for new Reg NMS Rule 610(d) was the first business day of November
2025, which was Monday, November 3, 2025.\5\ However, on October 31,
2025, the Commission granted temporary exemptive relief to delay the
implementation date until the first business day of February 2026,
which is Monday, February 2, 2026.\6\
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\3\ See Securities Exchange Act Release No. 101070 (Sept. 18,
2024), 89 FR 81620 (Oct. 8, 2024) (File No. S7-30-22) (Regulation
NMS: Minimum Pricing Increments, Access Fees, and Transparency of
Better Priced Orders.) (``Rule 610(d) Adopting Release'').
\4\ 17 CFR 242.610(d).
\5\ See Rule 610(d) Adopting Release, 89 FR at 81680.
\6\ See Securities Exchange Act No. 104172 (Oct. 31, 2025), 90
FR 51418 (Nov. 17, 2025) (Order Granting Temporary Exemptive Relief,
Pursuant to Section 36(a)(1) of the Securities Exchange Act of 1934
and Rules 610(f) and 612(d) of Regulation NMS, From Compliance With
Rule 600(b)(89)(i)(F), Rule 610(c), Rule 610(d) and Rule 612 of
Regulation NMS, as Amended).
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Currently, the Exchange establishes certain transaction fees and
incentives for equities executions that are based on tiers calculated
using volume figures from trading or quoting activity in the current
month. This means that the fees and incentives at the Exchange
associated with a given equities execution often cannot be determined
at the time of execution, but only retroactively at the end of the
month in which the execution occurred. In order to ensure that its
transaction fees and incentives for equities executions are compliant
with new Reg NMS Rule 610(d), the Exchange is adding the following text
to Nasdaq Rule Equity 7, Section 114:

Rule of Interpretation: In compliance with Reg NMS Rule 610(d),
effective February 2, 2026, for purposes of determining quoting or
transaction volumes for fees and incentives qualifications under
Section 114(d), (e), (f), (g), and (h), all volume figures will be
derived from quoting or trading activity in the prior month.
Consequently, new members will receive the base rates in their first
month of trading.
For the same purpose, the Exchange is also adding the following
text to Nasdaq Rule Equity 7, Section 118:
Rule of Interpretation: In compliance with Reg NMS Rule 610(d),
effective February 2, 2026, for purposes of determining quoting or
transaction volumes for fees and incentives qualifications under
Section 118(a), (d), (j), and (k), all volume figures will be
derived from quoting or trading activity in the prior month.
Consequently, new members will receive the base rates in their first
month of trading.

Additionally, Nasdaq Rule Equity 7, Section 118(e)(1), which
contains a monthly cap for orders executed during the Opening Cross,
has to be modified to bring it into compliance with new Reg NMS Rule
610(d). Current Nasdaq Rule Equity 7, Section 118(e)(1) states as
follows:
(1) Firms that execute orders in the Nasdaq Opening Cross in
securities priced at or above $1 will be subject to the following fees
for such executions up to a monthly maximum of $35,000, provided,
however, that such firms add at least one million shares of liquidity,
on average per day, per month.

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Market-on-Open, Limit-on-Open, Good-till- $0.0015 per share
Cancelled, and Immediate-or-Cancel orders executed.
executed in the Nasdaq Opening Cross.
All other quotes and orders executed in the $0.0011 per share
Nasdaq Opening Cross. executed.
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Because a firm that executes orders in the Nasdaq Opening Cross
does not know at the time of execution which specific order in a given
Nasdaq Opening Cross will push it to meet or exceed the current $35,000
monthly cap, the Exchange is modifying this incentive program to bring
it into compliance with new Reg NMS Rule 610(d). Specifically, the
Exchange proposes to replace this hard cap with a soft cap. In other
words, the Exchange would charge a firm these fees up to, and
including, the day in which the firm has incurred at least $35,000 in
these fees. Then, starting the following day, and for the rest of that
month, the firm would not incur additional fees for these transactions.
Amended Nasdaq Rule Equity 7, Section 118(e)(1) reads as follows:

(1) Firms that execute orders in the Nasdaq Opening Cross in
securities priced at or above $1 will be subject to the following
fees for such executions up to, and including, on the trading day on
which they meet or surpass a monthly threshold of $35,000 in such
fees. On every trading day on a given month after the day on which
they meet or surpass this $35,000 monthly threshold, they will not
be charged any execution fee for orders that they execute in the
Nasdaq Opening Cross in securities priced at or above $1. This
monthly threshold is contingent on such firms having added at least
one million shares of liquidity, on average, per day, in the prior
month.

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[[Page 6695]]

So, for example, suppose that a firm surpasses this $35,000
threshold on the 15th day of a given month because at the end of the
Nasdaq Opening Cross on that day it has incurred a running total of
$35,500 of these fees in that month. In that case, the firm will owe
$35,500 in these fees. However, starting on the Nasdaq Opening Cross on
the 16th day of that month, and for every subsequent Nasdaq Opening
Cross through the end of that month, the firm will not owe any fee for
this type of transaction that it executes on those days.
Furthermore, the current fee cap is contingent upon the firm adding
at least one million shares of liquidity, on overage, per day, in the
current month. To bring this qualification into compliance with new Reg
NMS Rule 610(d), the revised qualification will apply to the firm's
trading activity on the prior month. Therefore, the proposed revised
incentive specifies that ``[t]his monthly threshold is contingent on
such firms having added at least one million shares of liquidity, on
average, per day, in the prior month.''
These changes will ensure that all Exchange participants will be
able to ascertain at the time of execution all the transactions fees
and incentives associated with an execution of an order in an NMS stock
at the Exchange.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\7\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\8\ 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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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(4) and (5).
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The Exchange's proposed changes to its schedule of credits are
reasonable in several respects. As a threshold matter, the Exchange is
subject to significant competitive forces in the market for equity
securities transaction services that constrain its pricing
determinations in that market. The fact that this market is competitive
has long been recognized by the courts. In NetCoalition v. Securities
and Exchange Commission, the D.C. Circuit stated as follows: ``[n]o one
disputes that competition for order flow is `fierce.' . . . As the SEC
explained, `[i]n the U.S. national market system, buyers and sellers of
securities, and the broker-dealers that act as their order-routing
agents, have a wide range of choices of where to route orders for
execution'; [and] `no exchange can afford to take its market share
percentages for granted' because `no exchange possesses a monopoly,
regulatory or otherwise, in the execution of order flow from broker
dealers'. . . .'' \9\
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\9\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (Dec. 2, 2008),
73 FR 74770, 74782-83 (Dec. 9, 2008) (SR-NYSEArca-2006-21)).
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The Commission and the courts have repeatedly expressed their
preference for competition over regulatory intervention in determining
prices, products, and services in the securities markets. In Regulation
NMS, while adopting a series of steps to improve the current market
model, 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.'' \10\
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\10\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 37499 (June 29, 2005).
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Numerous indicia demonstrate the competitive nature of this market.
For example, clear substitutes to the Exchange exist in the market for
equity security transaction services. The Exchange is only one of
several equity venues to which market participants may direct their
order flow. Competing equity exchanges offer similar tiered pricing
structures to that of the Exchange, including schedules of incentives
and fees that apply based upon members achieving certain volume
thresholds.
Within this environment, market participants can freely and often
do shift their order flow among the Exchange and competing venues in
response to changes in their respective pricing schedules. As such, the
proposal represents a reasonable attempt by the Exchange to increase
its liquidity and market share relative to its competitors.
The Exchange believes that the modifications made in this filing to
the schedule of transaction fees and incentives are reasonable because
they attempt to preserve the current quoting and trading incentives,
while bringing them into compliance with the requirements of new Reg
NMS Rule 610(d). Currently, members are assessed certain execution
fees, and paid certain execution incentives, based on tiers calculated
using volume figures from trading and quoting activity in the current
month. In order to bring these existing fees and incentives into
compliance with new Reg NMS Rule 610(d), the Exchange is modifying the
criteria for these fees and incentives so that they are based on tiers
calculated using volume figures from trading and quoting activity in
the prior month. This way all fees and incentives associated with the
execution of an order in an NMS stock at the Exchange can be determined
at the time of execution of said order. All existing fees and
incentives remain otherwise unchanged.
Additionally, the modification of the Nasdaq Opening Cross
incentive in Nasdaq Rule Equity 7, Section 118(e), is reasonable
because it is designed preserve the incentive for participants to
execute orders in the Nasdaq Opening Cross and encourage participants
to add significant liquidity on the Exchange, while making the
incentive compatible with new Reg NMS Rule 610(d). While the current
$35,000 transaction fee cap is incompatible with new Reg NMS Rule
610(d), its modification into a transaction fee threshold (or soft
cap), as described above, offers a similar incentive to Exchange
participants.
The Exchange believes that the modified schedule of transaction
fees and incentives is an equitable allocation and is not unfairly
discriminatory because the Exchange will apply the same fees and
incentives to all similarly situated members.

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. In terms of inter-market
competition, the Exchange notes that it operates in a highly
competitive market in which market participants can readily favor
competing venues if they deem fee levels at a particular venue to be
excessive, or incentive opportunities available at other venues to be
more favorable. In such an environment, the Exchange must continually
adjust its fees to remain competitive with other exchanges and with
alternative trading systems that have been exempted from compliance
with the statutory standards applicable to exchanges. Because
competitors are free to modify their own fees in response, and because
market participants may readily adjust their order routing practices,
the Exchange believes that the degree to which fee changes in this
market may impose any burden on competition is extremely limited.
In this instance, the proposed changes to the fees assessed and
incentives available to member firms for execution

[[Page 6696]]

of securities in securities of all three Tapes do not impose a burden
on competition because the Exchange's execution services are completely
voluntary and subject to extensive competition both from other
exchanges and from off-exchange venues.
The proposed fees and incentives are identical to the Exchange's
existing fees and incentives, except that in order to comply with new
Reg NMS Rule 610(d), all transaction fees and incentives that are based
on tiers of transaction or quoting volumes will now be calculated using
volume figures derived from trading and quoting activity in the prior
month. Additionally, the existing Nasdaq Opening Cross transaction fee
cap for securities priced at or above $1 is being modified into a
transaction fee threshold (or soft cap), so that the applicable
schedule of per share transaction fees are in full force through the
day of the month in which the participant meets or exceeds the
threshold, at which point the participant will owe the full amount of
fees accrued through that trading day, but will not incur further fees
for these types of transactions through the end of the month.
In sum, if the changes proposed herein are unattractive to market
participants, it is likely that the Exchange will lose market share as
a result. Accordingly, the Exchange does not believe that the proposed
changes will impair the ability of members or competing order execution
venues to maintain their competitive standing in the financial markets.
In terms of intra-market competition, the modified transaction fees and
incentives will apply equally to all members of the Exchange.
Therefore, the proposed changes do not impose any burden on
competition. However, even if these fees and incentives imposed a
burden on competition, such a burden would be necessary or appropriate
in furtherance of the purposes of the Act because these changes are
being made to bring the Exchange's schedule of transactions of fees and
incentives into compliance with new Reg NMS Rule 610(d).

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.\11\
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\11\ 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="fa888f969fd7999597979f948e89ba899f99d49d958c">[email&#160;protected]</span></a>. Please include
file number SR-NASDAQ-2026-007 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-2026-007. 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-2026-007 and should be submitted
on or before March 5, 2026.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-02801 Filed 2-11-26; 8:45 am]
BILLING CODE 8011-01-P

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