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Notice2026-21244

Self-Regulatory Organizations; 24X National Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Warrant Performance Incentive Program

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Published
October 19, 2026

Issuing agencies

Securities and Exchange Commission

Full Text

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<title>Federal Register, Volume 91 Issue 200 (Monday, October 19, 2026)</title>
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[Federal Register Volume 91, Number 200 (Monday, October 19, 2026)]
[Notices]
[Pages 66182-66187]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-21244]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106663; File No. SR-24X-2026-26]


Self-Regulatory Organizations; 24X National Exchange LLC; Notice 
of Filing and Immediate Effectiveness of Proposed Rule Change To Amend 
Warrant Performance Incentive Program

October 14, 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 October 1, 2026, 24X National Exchange LLC (``24X'' 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 Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to make certain amendments to its warrant 
performance incentive program. The proposed rule change is available on 
the Exchange's website at <a href="https://equities.24exchange.com/regulation">https://equities.24exchange.com/regulation</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 self-regulatory organization 
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 those 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 parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange adopted a warrant performance incentive program 
(``Program'') to allow Members of the Exchange who participate in the 
Program (``Participants'') \3\ to earn the right to purchase Non-Voting 
Common Units \4\ of 24X US Holdings LLC (``24X US Holdco''), the 
Exchange's parent company.\5\ As described in the Warrant Program 
Release, each Member of the Exchange may become a Participant in the 
Program by prepaying $500,000 in Exchange fees (``Prepayment Fee'') and 
satisfying the Program eligibility requirements.\6\ Upon joining the 
Program, each Participant will receive a warrant that vests based on 
the Participant's achievement of certain minimum trading volumes 
(``Target Volume'') \7\ on the Exchange during each designated pre-
determined period in which the Program is in effect (``Measurement 
Period'') \8\ and the Exchange's achievement of a minimum market share 
during such Measurement Periods (``24X Minimum Overall Market 
Share'').\9\ When the warrants vest, Participants will have the right 
to exercise the warrants to purchase a certain number of 24X US Holdco 
Non-Voting Common Units.
---------------------------------------------------------------------------

    \3\ A recent amendment to the Program also allows Sponsored 
Participants to be joint Participants in the Program together with a 
Sponsoring Member of the Exchange. See Securities Exchange Act Rel 
No. 105481 (May 13, 2026), 91 FR 28695 (May 18, 2026) (SR-24X-2026-
16). For purposes of this proposed rule change, ``Participant'' 
collectively refers to both Members of the Exchange who are 
Participants of the Program and Sponsored Participants of the 
Exchange who jointly participate in the Program together with a 
Sponsoring Member of the Exchange.
    \4\ 24X notes that it filed a proposed rule change for immediate 
effectiveness to amend the Second Amended and Restated Limited 
Liability Company Agreement of 24X US Holdings LLC, as amended 
(``24X US Holdco LLC Agreement'') to accommodate aspects of the 
proposal that affected the 24X US Holdco LLC Agreement. The changes 
to the 24X Holdco LLC Agreement included amendments to authorize the 
issuance of Non-Voting Common Units as well as the implementation of 
the liquidity program related to the Program. Securities Exchange 
Act Rel. No. 104098 (Sept. 26, 2025), 90 FR 47029 (Sept. 30, 2025) 
(SR-24X-2025-11).
    \5\ Securities Exchange Act. Rel. No. 104018 (Sept. 23, 2025), 
90 FR 46437 (Sept. 26, 2025) (SR-24X-2025-04) (``Warrant Program 
Release''). The Exchange later amended certain dates in the Program. 
Securities Exchange Act Rel. No. 104257 (Nov. 25, 2025), 90 FR 55207 
(Dec. 1, 2025) (SR-24X-2025-12) (``Amended Warrant Program 
Release''). These two releases are collectively referred to as the 
``Warrant Program Releases.''
    \6\ See Warrant Program Release at 46437-46438.
    \7\ As discussed in more detail in the Warrant Program Release, 
the ``Target Volume'' is 5% of the average daily trading volume on 
the Exchange, where the daily trading volume is calculated based on 
total aggregated average daily volume traded over each Measurement 
Period.
    \8\ As discussed in more detail in the Warrant Program Releases, 
the ``Measurement Period'' for Year 1 (2025) is October 14, 2025 
through December 31, 2025; the Measurement Periods for Year 2 (2026) 
are (1) January 1-March 31, 2026, (2) April 1-June 30, 2026, (3) 
July 1-September 30, 2026, and (4) October 1--December 31, 2026; and 
the Measurement Periods for Year 3 (2027) are (1) January 1-March 
31, 2027, (2) April 1-June 30, 2027, (3) July 1-September 30, 2027 
and (4) October 1-December 31, 2027.
    \9\ As discussed in more detail in the Warrant Program Release, 
the ``24X Minimum Overall Market Share'' is defined as follows: (1) 
for each Measurement Period of Year 2, the 24X Minimum Overall 
Market Share is 0.50% of the Consolidated Average Daily Volume 
(``CADV'') for all NMS Stocks eligible for trading on 24X; and (2) 
for each Measurement Period of Year 3, the 24X Minimum Overall 
Market Share is 1.00% of the CADV for all NMS Stocks eligible for 
trading on 24X.
---------------------------------------------------------------------------

    The Exchange has determined to revise the Program to make 
additional Non-Voting Common Units available to be purchased by 
Participants starting in the first Measurement Period of 2027 
(``Additional Equity''), under different terms than those applicable to 
the Non-Voting Common Units currently available to be purchased through 
the Program (``Original Equity''). Specifically, the right to purchase 
Additional Equity would extend through two additional Measurement 
Periods in 2028, would be subject to a reduced Prepayment Fee, and 
would be based on maker volume only instead of total trading volume.

[[Page 66183]]

    The Exchange also proposes to make two additional changes to the 
terms of the Program that would apply to the right to purchase both the 
Original Equity and the Additional Equity. Specifically, as described 
below, the Exchange proposes to eliminate the 24X Minimum Overall 
Market Share threshold requirement and exclude certain dates from the 
calculation of Target Volume in each Measurement Period. All other 
aspects of the Program would remain the same as described in the 
Warrant Program Releases.
    The Exchange proposes to implement the rule change on October 1, 
2026. None of the proposed changes would be applied retroactively.
a. Proposed Changes With Respect to Additional Equity Only
i. Description and Timing of Additional Equity
    The Original Equity consists of 1,098,040 Non-Voting Common Units 
representing 10% of the outstanding total Units on a fully diluted 
basis of 24X US Holdco as of September 29, 2025. The Original Equity 
may be purchased by Participants upon the exercise of warrants that 
vest in accordance with the Program based on trading that occurs during 
the Program Period, which begins on and including October 14, 2025 and 
ends on and including December 31, 2027.\10\ The Original Equity is 
allocated among the Measurement Periods for each of the three years of 
the Program as follows: \11\
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    \10\ See Warrant Program Release at 46438-46439.
    \11\ See id.

------------------------------------------------------------------------
                                                        Percentage of
                                                      outstanding total
                                                      units on a fully
        Measurement period            Non-voting    diluted basis of 24X
                                     common units      US Holdco as of
                                                     September 29, 2025
                                                             (%)
------------------------------------------------------------------------
October 14, 2025-December 31, 2025         219,608                  2.00
January 1, 2026-March 31, 2026....          82,353                  0.75
April 1, 2026-June 30, 2026.......          82,353                  0.75
July 1, 2026-September 30, 2026...          82,353                  0.75
October 1, 2026-December 31, 2026.          82,353                  0.75
January 1, 2027-March 31, 2027....         137,255                  1.25
April 1, 2027-June 30, 2027.......         137,255                  1.25
July 1, 2027-September 30, 2027...         137,255                  1.25
October 1, 2027-December 31, 2027.         137,255                  1.25
------------------------------------------------------------------------

    The Exchange proposes to also make the Additional Equity available 
for purchase by Participants upon the exercise of warrants that vest in 
accordance with the Program based on trading that occurs during the 
last four Measurement Periods of the existing Program (from and 
including January 1, 2027 through and including December 31, 2027) and 
also during two additional Measurement Periods that would begin on and 
including January 1, 2028 and end on and including June 30, 2028. The 
Additional Equity would consist of 2,759,103 Non-Voting Common Units 
representing 22.25% of the outstanding total Units on a fully diluted 
basis of 24X US Holdco as of September 29, 2025. The Additional Equity 
would be allocated among the above-mentioned Measurement Periods as 
follows:

------------------------------------------------------------------------
                                                        Percentage of
                                                      outstanding total
                                                      units on a fully
        Measurement period            Non-voting    diluted basis of 24X
                                     common units      US Holdco as of
                                                     September 29, 2025
                                                             (%)
------------------------------------------------------------------------
January 1, 2027-March 31, 2027....       1,023,038                  8.25
April 1, 2027-June 30, 2027.......         310,012                  2.50
July 1, 2027-September 30, 2027...         310,012                  2.50
October 1, 2027-December 31, 2027.         310,012                  2.50
January 1, 2028-March 31, 2028....         310,012                  2.50
April 1, 2028-June 30, 2028.......         496,017                  4.00
------------------------------------------------------------------------

    The following table describes the overall number and allocation of 
Non-Voting Common Units that would be available for purchase by 
Participants in accordance with the proposed revised Program:

[[Page 66184]]



----------------------------------------------------------------------------------------------------------------
                                                                                             Combined percentage
                                                                         Combined original  of outstanding total
                                       Original      Additional equity      equity and        units on a fully
        Measurement period            equity non-    non-voting common   additional equity  diluted basis of 24X
                                     voting common         units         non-voting common     US Holdco as of
                                         units                                 units         September 29, 2025
                                                                                                     (%)
----------------------------------------------------------------------------------------------------------------
October 14, 2025-December 31, 2025         219,608  ..................             219,608                  2.00
January 1, 2026-March 31, 2026....          82,353  ..................              82,353                  0.75
April 1, 2026-June 30, 2026.......          82,353  ..................              82,353                  0.75
July 1, 2026-September 30, 2026...          82,353  ..................              82,353                  0.75
October 1, 2026-December 31, 2026.          82,353  ..................              82,353                  0.75
January 1, 2027-March 31, 2027....         137,255           1,023,038           1,160,293                  9.50
April 1, 2027-June 30, 2027.......         137,255             310,012             447,267                  3.75
July 1, 2027-September 30, 2027...         137,255             310,012             447,267                  3.75
October 1, 2027-December 31, 2027.         137,255             310,012             447,267                  3.75
January 1, 2028-March 31, 2028....  ..............             310,012             310,012                  2.50
April 1, 2028-June 30, 2028.......  ..............             496,017             496,017                  4.00
                                   -----------------------------------------------------------------------------
    Total.........................       1,098,040           2,759,103           3,857,143                 32.25
----------------------------------------------------------------------------------------------------------------

    As described below, the Exchange proposes that depending on which 
Prepayment Fee they elect to pay, Participants of the Program may 
become eligible to earn either (i) the right to purchase both Original 
Equity and Additional Equity or (ii) the right to purchase Additional 
Equity only.
ii. Prepayment Fee
    The Exchange proposes that current Participants of the Program who 
have already paid the $500,000 Prepayment Fee will be automatically 
eligible to earn the right to purchase Additional Equity for any 
Measurement Period in which the Program thresholds are met, as long as 
those Participants continue to meet the other Program eligibility 
requirements. The Exchange also proposes that any Participant who joins 
the Program after the proposed rule change goes into effect can either 
(i) prepay $500,000 in Exchange fees to become eligible to earn the 
right to purchase both Original Equity and Additional Equity, or (ii) 
prepay a reduced amount of $250,000 in Exchange fees to become eligible 
to earn the right to purchase Additional Equity only. The Prepayment 
Fee must be tendered by the first day of each quarter of the Program 
Period to participate in the Program as of such quarter until April 1, 
2028.
    The following are examples of the timing of participation in the 
Program:
    <bullet> If Participant A joined the Program by tendering the 
$500,000 Prepayment Fee and executing the required documentation on 
October 14, 2025 (the date trading commenced on the Exchange), then 
Participant A's trading starting on October 14, 2025 would be counted 
toward the Target Volume for Year 1 and thereafter until the end of the 
Program Period. Participant A would be eligible to earn the right to 
purchase both Original Equity and Additional Equity for the entire 
Program Period.
    <bullet> If Participant B joined the Program by tendering the 
$500,000 Prepayment Fee and executing the required documentation on 
October 22, 2026, then Participant B's trading starting on January 1, 
2027 would be counted toward the Target Volume for the first quarter of 
Year 3 (i.e., the first Measurement Period for Year 3) and thereafter 
until the end of the Program Period. Participant B would be eligible to 
earn the right to purchase both Original Equity and Additional Equity 
starting with the Measurement Period that begins on January 1, 2027 
throughout the end of the Program Period.
    <bullet> If Participant C joined the Program by tendering the 
$250,000 Prepayment Fee and executing the required documentation on 
October 22, 2026, then Participant C's trading starting on January 1, 
2027 would be counted toward the Target Volume for the first quarter of 
Year 3 (i.e., the first Measurement Period for Year 3) and thereafter 
until the end of the Program Period. Participant C would be eligible to 
earn the right to purchase Additional Equity only starting with the 
Measurement Period that begins on January 1, 2027 throughout the end of 
the Program Period.
    <bullet> If Participant D joined the Program by tendering the 
$500,000 Prepayment Fee and executing the required documentation on 
October 1, 2027, then Participant D's trading starting on October 1, 
2027 would be counted toward the Target Volume for the fourth quarter 
of Year 3 (i.e., the last Measurement Period in Year 3) and the first 
quarter of Year 4 (i.e., the only Measurement Period in Year 4). 
Participant D would be eligible to earn both the right to purchase 
Original Equity for the last Measurement Period in Year 3 and the right 
to purchase Additional Equity for the last Measurement Period in Year 3 
and the only two Measurement Periods in Year 4. No Member may become a 
Participant that is eligible to earn Original Equity after October 1, 
2027.
    <bullet> If Participant E joined the Program by tendering the 
$250,000 Prepayment Fee and executing the required documentation on 
April 1, 2028, then Participant E's trading starting on April 1, 2028 
would be counted toward the Target Volume for the second quarter of 
Year 4 (i.e., the second Measurement Period in Year 4). Participant E 
would be eligible to earn the right to purchase Additional Equity for 
the second Measurement Period in Year 4. No Member may become a 
Participant after April 1, 2028.
    All other terms regarding the Prepayment Fee would remain unchanged 
as described in the Warrant Program Releases.
iii. Target Volume Calculation
    As described in the Warrant Program Release, the Target Volume that 
Participants must meet in order for their warrants to vest is 5% of the 
average daily trading volume on the Exchange, where the daily trading 
volume is calculated based on total aggregated average daily volume 
traded over each Measurement Period.\12\ The Exchange proposes that 
with respect to Additional Equity only, Target Volume for each

[[Page 66185]]

Measurement Period will be calculated based solely on Participants' 
maker volume (i.e., trading volume which adds liquidity to the 
Exchange). Target Volume will continue to be calculated based on total 
trading volume with respect to Original Equity.
---------------------------------------------------------------------------

    \12\ See Warrant Program Release at 46439.
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    Pursuant to the Program requirements, the Non-Voting Common Units 
subject to the Program would be allocated among Participants who have 
met or outperformed the Target Volume during each Measurement Period on 
a pro rata basis based on volume contributions to the 24X market. As 
described in the Warrant Program Release, the volumes for each 
Participant are calculated for each of the Measurement Periods,\13\ and 
the Non-Voting Common Units indicated are allocated among Participants 
after the end of each Measurement Period. With respect to Additional 
Equity only, the Exchange proposes to add two Measurement Periods 
during the first and second quarters of Year 4. Therefore, the Non-
Voting Common Units that would be available to be purchased for the 
first Measurement Period of Year 4 in accordance with the Program will 
be allocated among Participants that meet the Target Volume on or 
before April 5, 2028 and after March 31, 2028, based on trading during 
the first Measurement Period of Year 4, which is the quarterly period 
from January 1, 2028 through March 31, 2028. The Non-Voting Common 
Units that would be available to be purchased for the second 
Measurement Period of Year 4 in accordance with the Program will be 
allocated among Participants that meet the Target Volume on or before 
July 5, 2028 and after June 30, 2028, based on trading during the 
second Measurement Period of Year 4, which is the quarterly period from 
April 1, 2028 through June 30, 2028. All other terms regarding Target 
Volume would remain unchanged as described in the Warrant Program 
Releases.
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    \13\ The volume for the Exchange is also calculated for each of 
the Measurement Periods.
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b. Proposed Changes With Respect to Both Original Equity and Additional 
Equity
i. Elimination of 24X Minimum Overall Market Share Threshold
    As described in the Warrant Program Releases, the 24X Minimum 
Overall Market Share is a designated target percentage of the CADV for 
all NMS Stocks eligible for trading on 24X for each relevant 
Measurement Period.\14\ The CADV is calculated based on the volume 
reported by all exchanges and trade reporting facilities to a 
consolidated transaction reporting plan for the relevant Measurement 
Period.
---------------------------------------------------------------------------

    \14\ See Warrant Program Release at 46439.
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    In order to incentivize participation in the Program and bring 
greater volume and liquidity to the Exchange, the Exchange proposes to 
eliminate the 24X Minimum Overall Market Share requirement with respect 
to Original Equity, and to not implement a 24X Minimum Overall Market 
Share requirement with respect to Additional Equity. Elimination of the 
requirement would make Program outcomes more predictable for 
Participants because Exchange market share depends on the trading 
activity of all Members and on changes in overall U.S. equity market 
volume, rather than the individual actions of each Participant. By 
allowing Participants to determine whether their warrants will vest 
solely by choosing to meet the Target Volume and not having to rely on 
other factors outside their control, the proposed revised Program would 
both attract more new Participants and encourage existing Participants 
to increase the amount of liquidity they contribute to the Exchange. 
The Exchange also notes that another national securities exchange 
offers a warrant program that does not include an exchange market share 
threshold as a warrant vesting condition.\15\
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    \15\ See Securities Exchange Act Rel. No. 105090 (Mar. 26, 
2026), 91 FR 16044 (Mar. 31, 2026) (SR-TXSE-2026-003).
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ii. Exclusion of Dates
    With respect to both Original Equity and Additional Equity, the 
Exchange also proposes to exclude the following dates from the 
calculation of the Target Volume that Participants must meet in each 
Measurement Period in order for their warrants to vest:

------------------------------------------------------------------------
             Date                             Description
------------------------------------------------------------------------
November 30, 2026............  MSCI Index Rebalance.
December 11, 2026............  Russell Index Reconstitution.
December 18, 2026............  S&P 500, S&P MidCap 400, and S&P SmallCap
                                600 Quarterly Rebalances.
February 28, 2027............  MSCI Index Rebalance.
March 19, 2027...............  S&P 500, S&P MidCap 400, and S&P SmallCap
                                600 Quarterly Rebalances.
May 27, 2027.................  MSCI Index Rebalance.
June 18, 2027................  S&P 500, S&P MidCap 400, and S&P SmallCap
                                600 Quarterly Rebalances.
June 25, 2027................  Russell Index Reconstitution.
August 31, 2027..............  MSCI Index Rebalance.
September 17, 2027...........  S&P 500, S&P MidCap 400, and S&P SmallCap
                                600 Quarterly Rebalances.
November 30, 2027............  MSCI Index Rebalance.
December 10, 2027............  Russell Index Reconstitution.
December 17, 2027............  S&P 500, S&P MidCap 400, and S&P SmallCap
                                600 Quarterly Rebalances.
February 29, 2028............  MSCI Index Rebalance.
March 17, 2028...............  S&P 500, S&P MidCap 400, and S&P SmallCap
                                600 Quarterly Rebalances.
May 31, 2028.................  MSCI Index Rebalance.
June 16, 2028................  S&P 500, S&P MidCap 400, and S&P SmallCap
                                600 Quarterly Rebalances.
June 23, 2028................  Russell Index Reconstitution.
------------------------------------------------------------------------

    On equivalent rebalance and reconstitution dates in the past, a 
significant percentage of consolidated trading volume has occurred 
during the closing auctions on the primary listing exchanges. Because 
these auction executions were not available to the Exchange or Program 
Participants, they artificially increased consolidated market volume 
while providing no realistic opportunity for Participants to increase 
trading volume on 24X. The Exchange therefore proposes to exclude the 
above dates from the calculation of Target Volume given that their 
inclusion would create a diluting effect that would make it more 
difficult for

[[Page 66186]]

Participants to achieve Target Volume through ordinary trading 
activity.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act \16\ in general, and furthers the 
objectives of Section 6(b)(5) of the Exchange Act \17\ in particular, 
in that it is designed to prevent fraudulent and manipulative acts and 
practices, 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 
mechanisms of a free and open market and a national market system and, 
in general, to protect investors and the public interest. Additionally, 
the Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) of the Exchange Act \18\ requirement that the rules of 
an exchange not be designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers. The Exchange also believes the 
proposed rule change is consistent with Section 6(b)(4) of the Exchange 
Act,\19\ which requires that Exchange rules provide for the equitable 
allocation of reasonable dues, fees and other charges among its members 
and other persons using its facilities.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f.
    \17\ 15 U.S.C. 78f(b)(5).
    \18\ See id.
    \19\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    The Exchange believes that the proposed changes to the Program are 
consistent with the Act. Making the Additional Equity available for 
purchase through the Program at a reduced Prepayment Fee and based on 
maker volume only would both encourage additional Participant 
enrollment in the Program, and encourage Participants to provide 
additional volume and liquidity to the Exchange. The Exchange believes 
that an increase in volume and liquidity would benefit all market 
participants by providing more trading opportunities and tighter 
spreads, even to those market participants that do not participate in 
the Program, thereby perfecting the mechanism for a free and open 
market and national market system.
    Moreover, the elimination of the 24X Minimum Overall Market Share 
requirement and exclusion of certain dates from the calculation of 
Target Volume with respect to both Original Equity and Additional 
Equity would make it more likely that Participants' warrants would vest 
in any given Measurement Period. As described above, elimination of the 
24X Minimum Overall Market Share requirement would allow Participants 
to have more control over whether their warrants vest in any given 
Measurement Period,\20\ and exclusion of certain dates from the 
calculation of Target Volume would remove a potential diluting effect 
that otherwise would hamper Participants' ability to achieve Target 
Volume through ordinary trading activity. These incentives would 
promote the long-term interests of the Exchange by attracting new 
Participants and encouraging existing Participants to contribute to the 
growth and success of the Exchange via actively providing liquidity on 
the 24X market, and to provide additional investment and funding which 
could be used for the regulation and operation of the Exchange. The 
Exchange believes that the additional funds provided as a result of 
these changes would enable the Exchange to have greater capacity to 
carry out the purposes of the Act and to comply with the provisions of 
the Act, the rules and regulations thereunder, and the rules of the 
Exchange, which, in turn, would protect investors and the public 
interest.
---------------------------------------------------------------------------

    \20\ The proposed removal of the 24X Minimum Overall Market 
Share requirement is also consistent with the structure of the 
warrant program of another national securities exchange. See supra 
n. 15.
---------------------------------------------------------------------------

    The Exchange believes that the proposed changes are equitable and 
not unfairly discriminatory because all Participants may earn the right 
to purchase both Original Equity and Additional Equity on the same 
terms and conditions. The additional Measurement Period, Prepayment Fee 
schedule, and Target Volume modification with respect to Additional 
Equity are objective and the same for all Participants. Likewise, the 
elimination of the 24X Minimum Overall Market Share requirement and 
exclusion of certain dates from the calculation of Target Volume with 
respect to both Additional Equity and Original Equity are based on 
objective standards and would have the same effect for all 
Participants.
    A Participant's total equity ownership of 24X US Holdco Units, 
including any purchased through the exercise of vested warrants via the 
Program, shall be subject to the ownership limitations of the 24X US 
Holdco LLC Agreement.\21\ Accordingly, a Participant will not be able 
to exercise warrants for Non-Voting Common Units to the extent that 
such exercise would violate such ownership limitations.
---------------------------------------------------------------------------

    \21\ See, e.g., Section III of the 24X US Holdco LLC Agreement.
---------------------------------------------------------------------------

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 Exchange Act. The Exchange 
believes that the Program as amended by this proposed rule change would 
increase both intermarket and intramarket competition by incentivizing 
Participants to add liquidity to the Exchange, which will enhance the 
quality of quoting and increase the volume of securities traded on the 
Exchange. To the extent that there is an additional competitive burden 
on non-Participants, the Exchange believes that such burden is 
appropriate because the Program should incentivize Participants to add 
liquidity to the Exchange and thus enhance the volume of securities 
traded on the Exchange. To the extent that this purpose is achieved, 
the Exchange believes that all of the Exchange's market participants 
would benefit from the improved market liquidity.
    Given the robust competition for volume among equities markets, 
implementing a program to attract liquidity addition like the one 
proposed in this filing is consistent with the abovementioned goals of 
the Exchange Act. This is especially true for the smaller exchange 
markets, such as 24X, which are competing for volume with much larger 
exchanges that dominate the equities trading industry. As a new 
exchange, 24X will likely continue to have a nominal percentage of the 
average daily trading volume in equities in the near term, so it is 
unlikely that the Program could cause any competitive harm to the 
equities market or to market participants. Rather, the Program is a 
modest attempt to attract order volume away from larger competitors by 
adopting an innovative pricing strategy. The Exchange notes that if the 
Program results in a modest percentage increase in the average daily 
trading volume on 24X, while such percentage would represent a large 
volume increase for 24X, it would represent a minimal reduction in 
volume of its larger competitors in the industry. The Exchange believes 
that the Program will help further competition, because market 
participants will have yet another option in determining where to post 
liquidity if they factor the benefits of 24X equity participation into 
the determination.

[[Page 66187]]

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

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) \22\ of the Act and subparagraph (f)(2) of Rule 19b-4 
thereunder,\23\ because it establishes a due, fee, or other charge 
imposed by the Exchange. 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 under Section 19(b)(2)(B) \24\ of the Act to 
determine whether the proposed rule change should be approved or 
disapproved.
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    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 17 CFR 240.19b-4(f)(2).
    \24\ 15 U.S.C. 78s(b)(2)(B).
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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#b2c0c7ded79fd1dddfdfd7dcc6c1f2c1d7d19cd5ddc4"><span class="__cf_email__" data-cfemail="86f4f3eae3abe5e9ebebe3e8f2f5c6f5e3e5a8e1e9f0">[email&#160;protected]</span></a>. Please include 
file number SR-24X-2026-26 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-24X-2026-26. 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-24X-2026-26 and should be submitted on 
or before November 9, 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).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-21244 Filed 10-16-26; 8:45 am]
BILLING CODE 8011-01-P


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Indexed from Federal Register on October 19, 2026.

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