Notice2026-08179
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change To Amend Rule 5711(d) To Modify the Generic Listing Standards for Commodity-Based Trust Shares
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
April 28, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 81 (Tuesday, April 28, 2026)</title>
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[Federal Register Volume 91, Number 81 (Tuesday, April 28, 2026)]
[Notices]
[Pages 22883-22887]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-08179]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105293; File No. SR-NASDAQ-2026-032]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of Proposed Rule Change To Amend Rule 5711(d) To
Modify the Generic Listing Standards for Commodity-Based Trust Shares
April 23, 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 April 14, 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 and II, below, which Items have been prepared by the Exchange.
The Commission is publishing this notice to
[[Page 22884]]
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 Rule 5711(d) to modify the generic
listing standards for Commodity-Based Trust Shares (as defined below)
(1) to require at least 85% of the net asset value (``NAV'') of the
Commodity-Based Trust Shares holdings to consist of assets that are
already allowed under the generic listing standards, and (2) to amend
the definition of commodity to clarify the scope of commodities covered
under the generic listing standards.
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 previously received approval to adopt generic listing
standards (``GLS'') for Commodity-Based Trust Shares.\3\ The Exchange
proposes to amend Rule 5711(d) to modify the GLS for Commodity-Based
Trust Shares \4\ to require at least 85% of the NAV of the Commodity-
Based Trust Shares holdings to consist of assets that are already
allowed under the GLS. The Exchange also proposes to amend the
definition of commodity \5\ to clarify the scope of commodities covered
under the GLS.
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\3\ See Securities Exchange Act Release No. 103995 (September
17, 2025), 90 FR 45414 (September 22, 2025) (SR-NASDAQ-2025-056; SR-
CboeBZX-2025-104; SR-NYSEARCA-2025-54) (Order Granting Accelerated
Approval of Proposed Rule Changes, as Modified by Amendments
Thereto, to Adopt Generic Listing Standards for Commodity-Based
Trust Shares).
\4\ The term ``Commodity-Based Trust Shares'' refers to a type
of exchange-traded product (``ETP'') and means a security that: (1)
is issued by a trust, limited liability company, partnership, or
other similar entity (``Trust'') that, if applicable, is operated by
a registered commodity pool operator pursuant to the Commodity
Exchange Act, and is not registered as an investment company
pursuant to the Investment Company Act of 1940, or series or class
thereof; (2) is designed to reflect the performance of one or more
reference assets or an index of reference assets, less expenses and
other liabilities; (3) in order to reflect the performance as
provided in (d)(iii)(A)(2) above, is issued by a Trust that holds
(a) one or more commodities or commodity-based assets as defined in
(d)(iii)(C) below, and (b) in addition to such commodities or
commodity-based assets, may hold securities, cash, and cash
equivalents; (4) is issued by such Trust in a specified aggregate
minimum number in return for a deposit of (a) a specified quantity
of the underlying commodities, commodity-based assets, securities,
cash, and/or cash equivalents, or (b) a cash amount with a value
based on the next determined net asset value per Trust share; and
(5) when aggregated in the same specified minimum number, may be
redeemed at a holder's request by such Trust which will deliver to
the redeeming holder (a) the specified quantity of the underlying
commodities, commodity-based assets, securities, cash, and/or cash
equivalents, or (b) a cash amount with a value based on the next
determined net asset value per Trust share. See Rule
5711(d)(iii)(A).
\5\ The term ``commodity'' is as defined in Section 1a(9) of the
Commodity Exchange Act that is not an ``excluded commodity'' as
defined in Section 1a(19) of the Commodity Exchange Act. See current
Rule 5711(d)(iii)(B). As discussed later in this filing, the
Exchange is proposing to amend this definition to exclude certain
assets that were not contemplated within the scope of the GLS at the
time of their adoption.
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Today, the GLS in Rule 5711(d)(iii)(A)(3) contemplates that
Commodity-Based Trust Shares may hold one or more commodities or
commodity-based assets,\6\ and in addition to such commodities or
commodity-based assets, may hold securities, cash, and cash
equivalents.\7\ Rule 5711(d)(iv) sets forth specific eligibility
requirements that the commodity, commodity-based asset, and security
holdings of Commodity-Based Trust Shares must meet on an initial and,
with the exception of subparagraph (A)(3) as described below, on a
continuing basis. In particular, subparagraph (A) sets forth the
eligibility requirements for commodity and commodity-based asset
holdings of Commodity-Based Trust Shares. Specifically, each commodity
or commodity that underlies a commodity-based asset held by the Trust
must fall into at least one of the following categories in
subparagraphs (A)(1)-(3):
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\6\ The term ``commodity-based asset'' means any future, option,
or swap on a commodity. See Rule 5711(d)(iii)(C).
\7\ The term ``cash equivalent'' means short-term instruments
with maturities of less than three months as follows: (1) U.S.
Government securities, including bills, notes, and bonds differing
as to maturity and rates of interest, which are either issued or
guaranteed by the U.S. Treasury or by U.S. Government agencies or
instrumentalities; (2) certificates of deposit issued against funds
deposited in a bank or savings and loan association; (3) bankers'
acceptances, which are short-term credit instruments used to finance
commercial transactions; (4) repurchase agreements and reverse
repurchase agreements; (5) bank time deposits, which are monies kept
on deposit with banks or savings and loan associations for a stated
period of time at a fixed rate of interest; (6) commercial paper,
which are short-term unsecured promissory notes; and (7) money
market funds. See Rule 5711(d)(iii)(D).
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<bullet> (1) the commodity trades on a market that is an
Intermarket Surveillance Group (``ISG'') member; provided that the
Exchange may obtain information about trading in such commodity from
the ISG member; or
<bullet> (2) the commodity underlies a futures contract that has
been made available to trade on a designated contract market for at
least six months; provided that the Exchange has a comprehensive
surveillance sharing agreement, whether directly or through common
membership in ISG, with such designated contract market; or
<bullet> (3) on an initial basis only, an exchange-traded fund
designed to provide economic exposure of no less than 40% of its NAV to
the commodity lists and trades on a national securities exchange.
The current GLS therefore requires that all commodity or commodity-
based asset holdings of the Commodity-Based Trust Share must qualify
under one or more of the above eligibility criteria. These criteria are
generally designed to ensure that the Exchange can obtain information
regarding trading in the commodities or commodities underlying
commodity-based assets held by the Trust issuing the Commodity-Based
Trust Shares, which would assist in monitoring trading in such Shares
on the Exchange and to deter and detect violations of Exchange rules
and applicable federal securities laws, thereby making the Commodity-
Based Trust Shares less readily susceptible to fraud and manipulation.
In addition, subparagraph (B) of Rule 5711(d)(iv) sets forth the
eligibility requirements for the Trust's security holdings.
Specifically, if the Trust holds any securities, each security held by
the Trust would need to meet the criteria of Rule 5735 (Managed Fund
Shares), Sections b(1)(A) and (B), or if the security is a listed
option, trades on an ISG market. Essentially, the GLS requires that the
security holdings of the Commodity-Based Trust Shares be either an
equity security or a fixed income security, as defined in Rule
5735(b)(1)(A) and (B), respectively, and meet the listing standards
thereunder, or if the security holdings are listed options, they trade
on an ISG market. The Commission previously found that
[[Page 22885]]
the generic listing standards for Managed Fund Shares consistent with
the Exchange Act, including the requirements relating to component
equity and fixed income securities underlying Managed Fund Shares.\8\
Further, with respect to listed options, ISG membership would help to
ensure the availability of information necessary to detect and deter
potential manipulations and other trading abuses, thereby making the
Commodity-Based Trust Shares less readily susceptible to manipulation.
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\8\ See Securities Exchange Act Release No. 78397 (July 22,
2016), 81 FR 49320 (July 27, 2016) (NYSEARCA-2015-110) (approving
NYSE Arca's generic listing standards for Managed Fund Shares);
Securities Exchange Act Release No. 78396 (July 22, 2016), 81 FR
49698 (July 28, 2016) (SR-BATS-2015-100) (approving BZX's generic
listing standards for Managed Fund Shares); Securities Exchange Act
Release No. 78918 (Sep. 23, 2016), 81 FR 67033 (Sep. 29, 2016) (SR-
NASDAQ-2016-104) (approving Nasdaq's generic listing standards for
Managed Fund Shares).
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The Exchange now proposes to amend Rule 5711(d)(iv) to require that
at least 85% of the NAV of the Commodity-Based Trust Shares holdings be
comprised of assets that are already allowed under the GLS.
Specifically, the proposed rule text would provide that at least 85% of
the NAV of the Commodity-Based Trust Shares holdings shall consist of
(i) commodities, commodity-based assets, and securities that meet the
eligibility criteria in subparagraphs (A) and (B) on an initial (except
for (A)(3)) and continuing basis, and/or (ii) cash and cash equivalents
(as defined in paragraph (iii)(D) of Rule 5711(d)). For purposes of
calculating the 85% limitation, the holdings in listed and over-the-
counter derivatives will be calculated as the aggregate gross notional
value of the derivatives.\9\
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\9\ Today, the Exchange similarly calculates percentage
limitations on listed and over-the-counter (``OTC'') derivatives in
its Managed Fund Shares rule based on the aggregate gross notional
value of the listed and OTC derivatives. See Rule 5735(b)(1)(D) and
(E).
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The remaining weight of the Trust may consist of other assets like
commodities, commodity-based assets, or securities that do not
independently satisfy the eligibility criteria in Rule 5711(d)(iv)(A)
or (B), provided that such portion does not exceed 15% of the NAV of
the Trust's holdings and the Trust otherwise complies with all
applicable requirements of the GLS.\10\ The sponsor of the Commodity-
Based Trust Shares must monitor compliance with this 85% threshold
daily, and must promptly notify the Exchange if the Commodity-Based
Trust Share breaches this requirement.\11\
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\10\ As discussed above and as contemplated by Rule
5711(d)(iii)(A), Commodity-Based Trust Shares may hold commodities
or commodity-based assets and, in addition to such commodities or
commodity-based assets, may hold securities, cash, and cash
equivalents.
\11\ The Exchange notes that generally speaking, a company with
securities listed under the Rule 5700 Series must provide the
Exchange with prompt notification after the company becomes aware of
any noncompliance by the company with the requirements of the Rule
5700 Series. See Rule 5701(d). Further, the Commodity-Based Trust
Shares rule requires that an issuer of Commodity-Based Trust Shares
must notify the Exchange of any failure to comply with the continued
listing requirements. See Supplementary Material .03 to Rule
5711(d).
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The following examples illustrate how the 85/15 proposal will be
applied:
1. A Commodity-Based Trust Share (``CBTS'') holds $95 million in
market value of Bitcoin, Ether, Solana, and XRP, which all presently
qualify as eligible commodities under Rule 5711(d)(iv)(A)(2) and (3)
(i.e., each commodity underlies a futures contract that has been
trading on an ISG market for at least 6 months, and has an ETF that
provides at least 40% economic exposure to the commodity). The CBTS
also holds $5 million in market value in several digital asset
commodities that do not presently qualify as eligible commodities under
the GLS. Because at least 95% of the Trust's NAV ($95 million/$100
million = 95%) meets the eligibility criteria under Rule 5711(d)(iv)(2)
and (3), the CBTS exceeds the 85% threshold and would qualify under the
proposed generic criteria.
2. A CBTS holds gold and gold futures contracts. Both assets
presently qualify as an eligible commodity or commodity-based asset
under Rule 5711(d)(iv)(A)(2) because the commodity (gold) underlies
gold futures contracts that are listed and trading on an ISG market for
at least six months. The gold held by the Trust has a market value of
$80 million. The gold futures contract trading unit size is 100 troy
ounces and an ounce of gold is currently worth $4,000. The Trust holds
100 gold futures contracts with a gross notional value of $40 million
(100 contracts * 100 troy ounces * $4,000). Both the gold and gold
futures holdings of $120 million in total (100% of NAV) would meet the
eligibility criteria under Rule 5711(d)(iv)(A)(2). As such, the CBTS
exceeds the 85% threshold and would qualify under the proposed generic
criteria.
3. A CBTS holds bitcoin and OTC call options on a bitcoin ETF.
Bitcoin presently qualifies as an eligible commodity under Rule
5711(iv)(A)(2) and (3) (i.e., bitcoin underlies a futures contract that
has been trading on an ISG market for at least 6 months, and has an ETF
that provides at least 40% economic exposure to bitcoin). The bitcoin
held by the Trust currently has a market value of $100 million. The
Trust also holds 5,000 OTC call options (with each option contract
representing 100 shares) on a bitcoin ETF with a current market price
of $80 per share, resulting in a gross notional value of $40 million
(5,000 option contracts * 100 option contract multiplier * $80 share
price). Because these options are traded over-the-counter rather than
on an ISG market, they do not meet the GLS eligibility criteria for
securities under Rule 5711(d)(iv)(B). Accordingly, only the bitcoin
holdings of $100 million or ~71% of NAV ($100 million/$140 million =
71.42%) would meet the GLS eligibility criteria under Rule
5711(d)(iv)(A)(2) and (3). This is below the required 85% threshold,
and the CBTS would not qualify under the proposed generic criteria.
The Exchange notes that the proposed 85% threshold for Commodity-
Based Trust Shares is consistent with the thresholds recently approved
by the Commission for similar commodity-based ETPs.\12\ In those
filings, the Commission approved the listing and trading of commodity-
based ETPs holding a diversified portfolio of underlying commodities
that tracked transparent, rules-based indexes. There, the Commission
found that the requirement that the Trusts hold at least 85% of its
investments in assets approved by the Commission to underlie an ETP as
primary investments would enable adequate surveillance of the Shares on
the Exchange, and found that the Exchange's rules were designed to
prevent fraud and manipulation.\13\ Although the ETPs in the Grayscale
Order and Bitwise Order were listed under a different listing rule for
Trust Units,\14\ the Exchange believes that the policy rationale
underlying the 85% threshold applies with equal force to Commodity-
Based Trust Shares listed under Rule 5711(d). Here, the Exchange is
proposing to require that at least 85%
[[Page 22886]]
of the NAV of the Trust's holdings be composed of assets that already
qualify under the GLS (i.e., commodities, commodity-based assets, and
securities that meet the eligibility criteria in Rule 5711(d)(iv) as
well as cash and cash equivalents). These eligibility criteria are
designed to assist the Exchange in monitoring trading in such Shares on
the Exchange, thereby mitigating risks around fraud and manipulation.
The Exchange therefore believes that its proposal similarly strikes an
appropriate balance between ensuring that the primary exposure of the
ETP is to assets meeting established eligibility standards approved by
the Commission, and allowing limited exposure to additional assets that
enhance diversification and flexibility without undermining market
integrity or investor protection.
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\12\ See Securities Exchange Act Release Nos. 103996 (September
17, 2025) (SR-NYSEARCA-2024-87) (Order Setting Aside Action by
Delegated Authority and Approving a Proposed Rule Change, as
Modified by Amendment No. 1, to Amend NYSE Arca Rule 8.500-E (Trust
Units) and to List and Trade Shares of the Grayscale Digital Large
Cap Fund LLC under Amended NYSE Arca Rule 8.500-E (Trust Units))
(``Grayscale Order''); and 104212 (November 18, 2025) (SR-NYSEARCA-
2024-98) (Order Setting Aside Action by Delegated Authority and
Approving a Proposed Rule Change, as Modified by Amendment No. 1, to
Amend NYSE Arca Rule 8.500-E (Trust Units) and to List and Trade
Shares of the Bitwise 10 Crypto Index ETF under Amended NYSE Arca
Rule 8.500-E (Trust Units)) (``Bitwise Order'').
\13\ See Grayscale Order and Bitwise Order, supra note 12.
\14\ ``Trust Units'' are listed on the Exchange under Rule
5711(i).
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The Exchange also proposes to amend the definition of commodity in
Rule 5711(d)(iii)(B) by excluding non-fungible assets and collectibles
from its scope. Effectively, this would exclude those assets from being
considered as eligible commodities under the GLS. However, this would
not preclude the Exchange from submitting a 19b-4 rule filing to seek
the listing and trading of a Commodity-Based Trust Share that includes
such assets if it determines to do so. The Exchange notes that generic
listing standards are generally intended to apply to products that were
known and contemplated at the time of adoption. They are not intended
to apply to novel products or materially distinct structures that were
not considered when the standards were adopted. As it relates to the
GLS for Commodity-Based Trust Shares, the commodities that were known
and contemplated at the time of adoption included precious metals and
digital asset commodities. At the time of adoption, the Exchange did
not contemplate non-fungible assets or collectibles to fall within the
GLS scope. As such, the Exchange believes it is appropriate to exclude
these assets from the GLS definition of commodity.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\15\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\16\ 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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\15\ 15 U.S.C. 78f(b).
\16\ 15 U.S.C. 78f(b)(5).
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The proposed rule change is designed to perfect the mechanism of a
free and open market, and, in general to protect investors and the
public interest because it would facilitate the listing and trading of
additional Commodity-Based Trust Shares, which would enhance
competition among market participants, to the benefit of investors and
the marketplace.
As discussed above, the Exchange is requiring at least 85% of the
NAV of the Trust's holdings to be composed of assets that already
qualify under the GLS (i.e., cash, cash equivalents, as well as
commodities, commodity-based assets, and securities that meet the
eligibility criteria in Rule 5711(d)(iv)). By requiring that the
primary exposure of Commodity-Based Trust Shares be in assets meeting
established eligibility criteria under this Rule, the Exchange believes
that its proposal will ensure flexibility for product innovation while
maintaining robust investor protections. As discussed above, these
eligibility criteria are generally designed to ensure that the Exchange
can obtain information regarding trading in the assets held by the
Trust issuing the Commodity-Based Trust Shares. This, in turn, would
assist in monitoring the trading in such Shares on the Exchange and to
deter and detect violations of Exchange rules and applicable federal
securities laws, thereby making Commodity-Based Trust Shares less
readily susceptible to fraud and manipulation.
The Exchange also believes it is consistent with the Act to exclude
non-fungible assets and collectibles from the definition of commodity
in the GLS. As discussed above, these assets were not contemplated at
the time of adoption, and in general, generic listing standards are not
intended to cover novel products that were not considered when such
standards were adopted. However, this would not preclude the Exchange
from submitting an individual 19b-4 rule filing to seek the listing and
trading of a Commodity-Based Trust Share that includes such assets if
it determines to do so.
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. Instead, the Exchange believes
that the proposed rule change would facilitate the listing and trading
of additional types of Commodity-Based Trust Shares pursuant to generic
listing standards, provided that the applicable requirements are
satisfied. Accordingly, the proposal is designed to facilitate product
innovation and efficient listing processes, thereby enhancing
competition among issuers and listing venues, to the benefit of
investors and the marketplace.
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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission shall: (a) by order approve
or disapprove such proposed rule change, or (b) institute proceedings
to determine whether the proposed rule change should be 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#4b393e272e66282426262e253f380b382e28652c243d"><span class="__cf_email__" data-cfemail="5a282f363f77393537373f342e291a293f39743d352c">[email protected]</span></a>. Please include
file number SR-NASDAQ-2026-032 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-2026-032. 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
[[Page 22887]]
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-2026-032 and should be submitted on or before May 19, 2026.
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\17\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-08179 Filed 4-27-26; 8:45 am]
BILLING CODE 8011-01-P
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