Notice2026-21132
Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the LTSE Fee Schedule To Add an Incentive Program for Market Makers
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
October 16, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 199 (Friday, October 16, 2026)</title>
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[Federal Register Volume 91, Number 199 (Friday, October 16, 2026)]
[Notices]
[Pages 65827-65831]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-21132]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-106653; File No. SR-LTSE-2026-22]
Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend the LTSE Fee Schedule To Add an Incentive Program for Market
Makers
October 13, 2026.
Pursuant to the provisions of Section 19(b)(1) under the Securities
Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on September 30, 2026, Long-Term Stock Exchange,
Inc. (``LTSE'' or the ``Exchange'') filed with the Securities and
Exchange Commission (``Commission'') the proposed rule change as
described in Items I, II and III below, which Items have been prepared
by the self-regulatory organization. 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 Commission a proposed rule change
to amend the LTSE Fee Schedule to add an incentive program for Market
Makers.\3\ The Exchange proposes to implement the changes to the fee
schedule pursuant to this proposal on October 1, 2026.
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\3\ See LTSE Rule 1.160(ww) (defining Market Maker).
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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.
[[Page 65828]]
II. Self-Regulatory Organization's Statement on 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.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
On September 29, 2026, LTSE amended its rules governing registered
Market Makers.\4\ Under LTSE's Market Maker rules, Market Makers
receive no benefits for making markets. To attract Market Makers, the
Exchange is adding to its Fee Schedule the Market Maker Incentive
Program. This program is designed to improve market quality in many
Non-LTSE-Primary- Listed Securities \5\ that trade on the Exchange by
incentivizing Market Makers to quote at the national best bid or offer
(``NBBO'') \6\ in Market Maker Incentive-Eligible Securities (defined
below).
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\4\ See Securities Exchange Act Release No. 106529 (SR-LTSE-
2026-21).
\5\ Non-LTSE-Primary Listed Securities are (i) any UTP Security
and (ii) any Dually-Listed Securities, as provided for in LTSE Rule
14.210, which are not LTSE-Primary-Listed Securities. See LTSE Rule
1.160 z). ``UTP Security'' and ``LTSE-Primary-Listed Securities''
are defined in LTSE Rules 1.160 vv) and s), respectively. ``Dually-
Listed Securities'' are securities that have been approved for
listing on LTSE and another national securities exchange registered
with the Commission pursuant to Section 6(a) of the Act. See LTSE
Rule 14.210.
\6\ ``NBBO'' means the national best bid or best offer, as set
forth in Rule 600(b) of Regulation NMS under the Act as set forth in
LTSE Rule 11.410(b). See LTSE Rule 1.160 y) (defining NBBO).
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The Market Maker Incentive Program. Under the program, a Market
Maker that posts displayed quotes on the Exchange at the NBBO for the
times specified below during the Regular Market Session (as defined in
LTSE Rule 1.160kk)) in a Market Maker Incentive-Eligible Security, as
defined below, in which the Market Maker is registered pursuant to Rule
11.153 will be eligible for the following monthly incentives, subject
to the Monthly Incentive Cap (defined below):
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Security type NBBO obligation Monthly incentive
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Dually-listed securities...... At least 70% @NBBO... $1,250
UTP Securities, excluding At least 50% and less 850
Dually-Listed (``Non-LTSE than 70% @NBBO.
Listed Securities'').
At least 70% @NBBO... 1,000
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A Market Maker's time at the NBBO is calculated daily and averaged
across the month by aggregating the percentage of time during the
Regular Market Session during which the Market Maker's Primary MPID (as
defined in Rule 11.151(d)(12)) has at least one round lot displayed at
the NBBO.\7\ The Exchange excludes from its calculation of whether a
Market Maker qualifies for the Market Maker Incentive: (1) any trading
day that the Exchange's system experiences a disruption that lasts for
more than 60 minutes during the Regular Market Session; (2) any day
with a scheduled early market close; and (3) the ``Russell
Reconstitution Day'' (typically the last Friday in June).\8\
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\7\ This is consistent with how LTSE calculates time at the NBBO
in connection with its Co-Lead Incentive.
\8\ Similarly, the Exchange also excludes these time periods
from its Co-Lead Incentive and Liquidity Incentive Program
calculations.
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During the first month in which a Market Maker is eligible to
participate in the Market Maker Incentive Program, for each security in
which the Market Maker registers, it may earn a pro-rata share of the
monthly incentive described above (calculated on a daily basis) if the
Market Maker commences quoting in its registered security on a day
after the first business day of the month. All of the other provisions
apply during the first month, including the Monthly Incentive Cap and
the Liquidity Incentive Program Exclusion (both defined below).
The Monthly Incentive Cap limits incentives for Non-LTSE Listed
Securities in a billing month to no more than 20 for every one Dually-
Listed Security in which the Market Maker is registered. The Monthly
Incentive Cap constrains the amount of monthly incentives that the
Exchange must pay and encourages Market Makers to register in Dually-
Listed Securities in particular.
Additionally, where a Market Maker meets the quoting requirements
for both the Market Maker Incentive Program and the Liquidity Incentive
Program, the Market Maker Incentive Program incentive shall apply in
lieu of the Liquidity Incentive Program incentive. This is referred to
as the ``Liquidity Incentive Program Exclusion.''
``Market Maker Incentive-Eligible Securities'' are those securities
that qualify for the incentives set forth in the Market Maker Incentive
Program. The Exchange will maintain a list of Market Maker Incentive-
Eligible Securities, which will be provided to Market Makers upon
request, and that list will include all Dually-Listed Securities and
certain Non-LTSE Listed Securities selected on the basis of their
trading characteristics. Non-LTSE Listed Securities will be screened,
applying several objective factors that relate to a security's trading
characteristics, and securities that meet specific thresholds with
respect to these factors will be included as Market Maker Incentive-
Eligible Securities. These factors are share price, average daily
volume traded, average daily notional value traded, intra-day
volatility, and time at the NBBO,\9\ and they are designed to identify
securities in which increased quoting would be impactful to both LTSE
and the market, but not unduly burdensome to Market Makers in meeting
the quoting requirements to earn incentives under the program. LTSE
will review the eligibility of Non-LTSE Listed Securities annually and
update the list of Market Maker Incentive-Eligible Securities. The
Exchange will provide Market Makers adequate advance notice of changes
to the list (if any). The balance between the quoting thresholds and
the incentives offered under the program are discussed below.
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\9\ The Exchange has discussed with Commission staff the
criteria and thresholds it intends to apply.
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act \10\ in general, and furthers the objectives of
Sections 6(b)(4) \11\ and 6(b)(5) \12\ of the Act in particular.
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\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(4).
\12\ 15 U.S.C. 78f(b)(5).
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[[Page 65829]]
(1) Section 6(b)(4) Analysis
Section 6(b)(4) of the Act requires that the rules of a national
securities exchange provide for the equitable allocation of reasonable
dues, fees and other charges among all of its Members and issuers and
other persons using its facilities. With the addition of the Market
Maker Incentive Program to its Fee Schedule, the Exchange's rules will
continue to provide for the equitable allocation of reasonable dues,
fees and other charges among its Members and issuers and other persons
using its facilities.
The amounts of the incentives are reasonable. Under the proposed
Market Maker Incentive Program, LTSE offers Marker Makers the
opportunity to earn monthly payments of $850, $1,000, and $1,250 per
Market Maker Incentive-Eligible Security (depending on time spent at
the NBBO and whether the security is a Dually-Listed Security or a Non-
LTSE Listed Security), subject to the Monthly Incentive Cap, which
limits incentives for Non-LTSE Listed Securities in a billing month to
no more than 20 for every Dually-Listed Security in which the Market
Maker is registered. The Exchange believes these incentive levels are
reasonable in the current environment where, as discussed below,
competitive forces constrain the Exchange's fees and drive incentives.
By way of comparison, the proposed incentives are comparable to those
offered by NYSE American LLC.\13\
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\13\ See Securities Exchange Act Release No. 102780 (April 7,
2025), 90 FR 15489 (April 11, 2025) (SR-NYSEAMER-2025-18) (providing
Electronic Designated Market Makers tiered monthly per-security
credits ranging from $100 for quoting at the NBBO 25% of the time to
$1,250 for 80% of the time).
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A Market Maker may earn a pro-rata share of monthly incentives
calculated daily, on a security by security basis, if the Market Maker
commences quoting in one or more of its registered securities on a day
after the first business day of the month, but this would apply only
during the first month in which a Market Maker is eligible to
participate in the Market Maker Incentive Program and would be subject
to the other program provisions, including the Monthly Incentive Cap
and the Liquidity Incentive Program Exclusion. Therefore, Market Makers
would be compensated in direct proportion to the time they bear active
quoting risks and obligations. Accordingly, the Exchange believes that
the amounts of any pro-rata incentives would be reasonable for the same
reason that the full incentive amounts are reasonable.\14\
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\14\ Additionally, this first month provision is designed to
incentivize new market makers to quote aggressively in the Market
Maker-Eligible Securities in which they are registered as soon as
they are ready (rather than waiting until the first day of the month
after they are ready), which would immediately enhance market
quality in those securities. For this reason, the Exchange believes
that this provision removes impediments to and perfects the
mechanism of a free and open market and a national market system and
protects investors and the public interest, consistent with the
Section 6(b)(5) of the Act.
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The Exchange operates in a highly fragmented and competitive market
in which market making firms choose to make markets on venues based on
fee and incentive levels. LTSE is only one of sixteen registered
equities exchanges, all of which have rules permitting the registration
of market makers. 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, 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.'' \15\
Accordingly, within this landscape, the Exchange believes that the
amounts of its proposed incentives are reasonable.
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\15\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 37499, (June 29, 2005) (S7-10-04).
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With the addition of the Market Maker Incentive Program, the
Exchange's dues, fees, and other charges continue to be equitably
allocated. The reward a Market Maker receives under this program is
tied to achieving specific quoting thresholds:
<bullet> a Market Maker must quote at the NBBO in a Market Maker
Incentive-Eligible Dually-Listed Security at least 70% the time to earn
$1,250; and
<bullet> a Market Maker must quote at the NBBO in a Market Maker
Incentive-Eligible Non-LTSE Listed Security at least 50% the time to
earn $850;
<bullet> a Market Maker must quote at the NBBO in a Market Maker
Incentive-Eligible Non-LTSE Listed Security at least 70% of the time to
earn $1,000.
The proposed reward levels are calibrated to levels of market risk
taken on by a Market Maker and the projected benefits to the Exchange.
Those projected benefits include increased liquidity available at the
NBBO in Market Maker Incentive-Eligible Securities, improved price
discovery generally and for Market Maker Incentive-Eligible Securities
in particular, increased order flow to the Exchange, and improved
trading conditions for all market participants on the Exchange through
narrower bid-ask spreads.\16\
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\16\ The Commission recognizes the benefits provided by market
makers generally. For example, the Commission attributes competition
between liquidity providers (together with the availability of
execution quality benchmarks and data) with providing enhanced
execution results such as through price improvement relative to the
national best bid and offer and the execution of orders at midpoint
prices. See Securities Exchange Act Release No. 105655 (June 11,
2026), 91 FR 36656, 36667, text accompanying n.152, (June 17, 2026)
(S7-2026-20).
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Additionally, the proposed larger incentive for Market Makers in
Dually-Listed Securities appropriately corresponds to the greater
quoting requirement of 70% at the NBBO threshold. A Market Maker
registered in a Dually-Listed Security that fails to reach the 70%
threshold would not receive any incentive; in contrast, a Market Maker
registered in a Non-LTSE Listed Security that quotes at the NBBO less
than 70% but at least 50% of the time would still be eligible for an
incentive. The proposed larger incentive for making a market in a
Dually-Listed Security appropriately corresponds to the risk associated
with the single quoting threshold, set at the higher 70% level. As
described in greater detail below, the proposed larger incentive for
making a market in a Dually-Listed Security also reflects the
Exchange's: (1) proposed requirement to register in at least one
Dually-Listed Security as a condition of earning any incentive under
the program (by operation of the Monthly Incentive Cap), coupled with
the fact that the number of Dually-Listed Securities are limited in
number, which offers Market Makers limited choices in those securities;
and (2) commitment to enhance liquidity in Dually-Listed Securities.
The proposed incentives would be subject to the Monthly Incentive
Cap, which limits incentives for Non-LTSE Listed Securities in a
billing month to no more than 20 for every one Dually-Listed Security
in which the Market Maker registers. The purposes of the Monthly
Incentive Cap are to constrain the amount of monthly incentives that
the Exchange must pay and to incentivize quoting in Dually-Listed
Securities. Market Makers must register in one or more Dually-Listed
Securities to participate in the Market Maker Incentive Program. At
this time, there are not very many Dually-Listed Securities and, as
mentioned above, Dually-Listed Securities are automatically included as
Market Maker
[[Page 65830]]
Incentive-Eligible Securities (i.e., they are not subject to the
objective criteria mentioned above).\17\ The Exchange proposes to offer
a higher incentive for quoting at the NBBO in Dually-Listed Securities
to compensate for this lack of choice.
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\17\ See supra note 9 and accompanying text.
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For these reasons, the LTSE believes that the addition of the
Market Maker Incentive Program would result in a continued equitable
allocation of Exchange revenues.
(2) Section 6(b)(5) Analysis
Section 6(b)(5) of the Act requires, among other things, that the
rules of the Exchange not be designed to permit unfair discrimination
between customers, issuers, brokers or dealers. The Market Maker
Incentive Program discriminates fairly among issuers, brokers, and
dealers (and does not discriminate among customers) in ways that are
standard among the national securities exchanges.
The Market Maker Incentive Program discriminates fairly among
brokers and dealers. Only Market Makers that are registered in one or
more Dually-Listed Securities are eligible to earn the proposed monthly
incentives.\18\ This type of discrimination is standard; national
securities exchanges offer incentives and rebates exclusively to market
makers. The criteria for becoming a registered Market Maker apply
equally to all Members.
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\18\ All registered Market Makers are dealers on the Exchange
for all purposes under the Act and the rules and regulations
thereunder. See LTSE Rule 11.150(f).
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The Market Maker Incentive Program also discriminates among issuers
in two ways, and both are fair. First, the Market Maker Incentive
Program favors Dually-Listed Securities by automatically including
Dually-Listed Securities as Market Maker Incentive-Eligible Securities.
Its preference of Dually-Listed Securities (over Non-LTSE Listed
Securities) is also reflected in the amount of the proposed incentives,
which varies according to whether the Market Maker quotes in a Dually-
Listed Security or a Non-LTSE Listed Security: for Dually-Listed
Securities, Market Makers may earn $1,250 for quoting at the NBBO at
least 70% of the time; for Non-LTSE Listed Securities, they may earn
$1,000 for quoting at least 70% of the time, or $850 for quoting at
least 50% of the time.
Enhancing liquidity in Dually-Listed Securities is a primary
objective of the Market Maker Incentive Program, reflecting the
Exchange's heightened commitment to issuers that have chosen to dual-
list on LTSE. It is common for equity markets to preference market
making in securities they list. Other national securities exchanges
have adopted market making programs that apply exclusively to
securities listed on the proposing exchange,\19\ which is far more
discriminatory than what LTSE proposes.\20\ Additionally, while the
amounts of the proposed incentives offered by the Exchange for quoting
at the NBBO vary for Dually-Listed Securities and Non-LTSE Listed
Securities, that discrimination is fair for the reasons discussed above
(i.e., the higher incentive offered for making markets in Dually-Listed
Securities reflects Market Makers' lack of choice in selecting Dually-
Listed Securities and the increased risk associated with the singular
eligibility threshold).
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\19\ See, e.g., Cboe BZX Rule 11.8(e) (Lead Market Maker
Program), NYSE Rule 103B(I) (governing allocations to qualified DMM
units).
\20\ While the Market Maker Incentive Program preferences NBBO
quoting in Dually-Listed Securities, it expressly allows Market
Makers that are registered in one or more Dually-Listed Security to
earn incentives by satisfying quoting thresholds in securities that
are not listed on LTSE.
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Second, the Market Maker Incentive Program incentivizes market
making in only Market Maker Incentive-Eligible Securities, and thus
discriminates among issuers of Non-LTSE Listed Securities. The
Commission has consistently permitted exchanges to adopt differentiated
pricing (and rebates) for distinct categories of securities, provided
that the distinctions are based on reasonable, non-arbitrary criteria
and further the purposes of the Act. As discussed above, LTSE will
include certain Non-LTSE Listed Securities as Market Maker Incentive-
Eligible Securities by applying several objective factors that relate
to a security's trading characteristics and designating the securities
that meet certain thresholds with respect to these factors to be Market
Maker Incentive-Eligible Securities.\21\ The Exchange has permitted
similar types of discrimination before,\22\ and the discrimination in
this proposal does not raise any novel regulatory issues under the Act.
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\21\ See supra, text accompanying note 9.
\22\ See Securities Exchange Act Release Nos. 103517 (July 22,
2025), 90 FR 35325 (July 25, 2025) (SR-LTSE-2025-16) (allowing
selection of LIP Enhanced Securities); 104221 (November 19, 2025),
90 FR 53037 (November 24, 2025) (SR-IEX-2025-27) (allowing selection
of SMQ Level 2 Securities).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes that the proposed change will not impose any
burden on competition not necessary or appropriate in furtherance of
the purposes of the Act, consistent with Section 6(b)(8) of the
Act.\23\ To the contrary, the proposal is a competitive response to
incentives offered by other exchanges.\24\
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\23\ 15 U.S.C. 78f(b)(8).
\24\ See, e.g., Securities Exchange Act Release No. 102780,
supra note 13.
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The Exchange operates in a highly competitive market in which
market participants can readily choose to send their orders to other
exchanges and off-exchange venues. Currently, the Exchange has less
than 1% market share of executed volume of equities trading. In such an
environment, the Exchange must continually adjust its fees and
incentives to remain competitive with other exchanges and with off-
exchange venues. Because competitors are free to modify their own fees
and credits in response, and because market participants may readily
adjust their order routing practices, the Exchange does not believe its
proposed fee change can impose any burden on intermarket competition.
The Exchange believes that the proposed change could promote
competition between the Exchange and other execution venues,
encouraging Market Makers to quote more competitively on the Exchange
in a significant number of securities, promoting price discovery, and
contributing to a deeper and more liquid market to the benefit of all
market participants. In turn, this would encourage market participants
to direct their orders to the Exchange.
With respect to intramarket competition, the proposed rule change
is designed to attract additional orders to the Exchange. The Exchange
believes that the proposed rewards would incentivize market
participants to direct their orders to the Exchange. Greater overall
order flow, trading opportunities, and pricing transparency benefit all
market participants on the Exchange by enhancing market quality and
continuing to encourage Members to send orders, thereby contributing
towards a robust and well-balanced market ecosystem. Further, the
Exchange notes that the Market Maker Incentive Program is open on equal
terms to all Members who register as a Market Maker pursuant to Rule
11.150 and are registered in one or more Dually-Listed Securities. The
proposed incentives are proportional and based on quoting at the NBBO,
an objective measure; they are not discretionary grants.
[[Page 65831]]
For these reasons, the Exchange believes that the proposed rule
change will not impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act.
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
This proposed rule change establishes dues, fees or other charges
among its members and, as such, may take effect upon filing with the
Commission pursuant to Section 19(b)(3)(A)(ii) of the Act \25\ and
paragraph (f)(2) of Rule 19b-4 thereunder.\26\ Accordingly, the
proposed rule change would take effect upon filing with the Commission.
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\25\ 15 U.S.C. 78s(b)(3)(A)(ii).
\26\ 17 CFR 240.19b-4(f)(2).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend the rule
change if it appears to the Commission that the action is necessary or
appropriate in the public interest, for the protection of investors, or
would otherwise further 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#b0c2c5dcd59dd3dfddddd5dec4c3f0c3d5d39ed7dfc6"><span class="__cf_email__" data-cfemail="b9cbccd5dc94dad6d4d4dcd7cdcaf9cadcda97ded6cf">[email protected]</span></a>. Please include
File Number SR-LTSE-2026-22 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-2026-22. 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 LTSE and on its internet website at
<a href="https://longtermstockexchange.com/">https://longtermstockexchange.com/</a>. 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-2026-22 and should be submitted on or
before November 6, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
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\27\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-21132 Filed 10-15-26; 8:45 am]
BILLING CODE 8011-01-P
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