Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Revise Nasdaq's Interpretive Material, IM-8310-3

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<title>Federal Register, Volume 91 Issue 210 (Monday, November 2, 2026)</title>
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[Federal Register Volume 91, Number 210 (Monday, November 2, 2026)]
[Notices]
[Pages 68992-68998]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-22266]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106761; File No. SR-NASDAQ-2026-089]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Revise Nasdaq's Interpretive Material, IM-8310-3

October 28, 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 15, 2026, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I, II, and III, below, which Items have been prepared by the 
Exchange. The Commission is publishing this notice to solicit comments 
on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.

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[[Page 68993]]

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

    The Exchange proposes to amend IM-8310-3 to provide for the public 
release of disciplinary complaints and disciplinary decisions (as 
defined in the proposed rule) on its website <a href="http://Nasdaq.com">Nasdaq.com</a>. The proposed 
rule change also would eliminate the $10,000 monetary threshold below 
which the Exchange currently does not release information or publish 
the disciplinary decision. Additionally, the proposed rule change would 
provide for the public release of eligibility decisions (as specified 
in the proposed rule) involving members or associated persons 
previously subject to statutory disqualification.
    While these amendments are effective upon filing, the Exchange has 
designated the proposed amendments to be operative on November 14, 
2026.
    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
    Nasdaq IM-8310-3 (Release of Disciplinary Complaints, Decisions and 
Other Information) governs the release of disciplinary complaints, 
decisions, and other information by Nasdaq. In general, this proposed 
rule change seeks to promote broader accessibility of Nasdaq 
disciplinary complaints and disciplinary decisions (as defined in the 
rule). In particular, the proposed rule would provide for the public 
release of Nasdaq disciplinary complaints and temporary cease and 
desist notices. In addition, the proposed rule would conform IM-8310-3 
to Nasdaq's existing practice of releasing specified categories of 
disciplinary decisions on its website. The proposed rule also would 
expand the release of disciplinary decisions by publishing temporary 
cease and desist decisions and orders and by eliminating the $10,000 
threshold below which the Exchange currently does not release 
information or publish the disciplinary decision.
    Under this proposed rule change, Nasdaq would publish copies of 
disciplinary complaints and disciplinary decisions instead of summaries 
of (i.e., ``information about'') such documents. By publishing copies 
of disciplinary complaints and disciplinary decisions on Nasdaq's 
website, the proposed rule would make it unnecessary to publish 
summaries of such documents instead of, or in addition to, such 
documents. In addition, the proposed rule change would conform IM-8310-
3 to Nasdaq's existing practice of releasing eligible disciplinary 
decisions on its website.
    The proposed rule also would define the terms ``disciplinary 
complaint'' and ``disciplinary decision,'' which current IM-8310-3 does 
not define. The Exchange believes that defining these terms would 
provide current and prospective members and associated persons with 
more clarity about the items that Nasdaq would publish under IM-8310-3.
    The Exchange also proposes to provide for the public release of 
eligibility decisions (as specified in the proposed rule) involving 
members or associated persons previously subject to statutory 
disqualification. The Exchange believes that the public release of 
eligibility decisions involving members or associated persons 
previously subject to statutory disqualification will promote 
transparency by providing current and prospective members and 
associated persons with greater insight into the Exchange's decision-
making process in resolving admissions applications by members and 
persons previously subject to statutory disqualification.
    The proposed rule change is modeled after, and substantially 
similar to, the rules of several other Self-Regulatory Organizations 
(``SROs''), including Financial Industry Regulatory Authority 
(``FINRA'') Rule 8313 and New York Stock Exchange LLC (``NYSE'') Rule 
8313. In particular, the rules of FINRA and NYSE provide for the public 
release of disciplinary complaints and disciplinary decisions, 
including disciplinary decisions that impose a monetary fine less than 
$10,000. Making disciplinary complaints and disciplinary decisions 
available to the public also would follow the practice of the 
Commission.
Background on Current IM-8310-3
    If a party requests a copy of an identified disciplinary complaint 
or disciplinary decision issued by Nasdaq or any committee thereof, 
current IM-8310-3(a) requires Nasdaq to provide the requesting party 
with a copy of the requested document. Current IM-8310-3(a) does not 
provide for the release by Nasdaq of a copy of a disciplinary complaint 
issued by FINRA's Department of Enforcement on behalf of Nasdaq.
    Current IM-8310-3(a)(1)-(4) detail the statement that accompanies 
the release of a disciplinary complaint, disciplinary decision, or 
information with respect to such a document. The accompanying statement 
varies depending, for example, on the type of document to be released 
or described (i.e., disciplinary complaint vs. disciplinary decision), 
the finality of a disciplinary decision, and whether the Commission has 
stayed the effectiveness of sanctions imposed by Nasdaq.
    Current IM-8310-3(b) and (c) provide that Nasdaq shall release 
``information'' with respect to certain disciplinary complaints 
initiated by FINRA's Department of Enforcement on behalf of Nasdaq and 
with respect to certain disciplinary decisions of Nasdaq. Specifically, 
current IM-8310-3(b) provides that Nasdaq Regulation shall release to 
the public information with respect to any disciplinary complaint 
initiated by the FINRA Department of Enforcement acting on behalf of 
Nasdaq pursuant to the Nasdaq-FINRA Regulatory Services Agreement 
(``RSA'') that contains an allegation of a violation of a designated 
rule.\3\ Nasdaq Regulation Department also may release information 
about any disciplinary complaint, or group of disciplinary complaints, 
that involve a significant policy or enforcement determination where 
Nasdaq's Chief Regulatory Officer deems the release of information to 
be in the public interest.
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    \3\ Under current IM-8310-3(b), a designated rule means a 
``designated statute, rule or regulation of the Commission or 
Nasdaq, as determined by the Chief Regulatory Officer of Nasdaq.''
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    Current IM-8310-3(c)(1) provides that Nasdaq Regulation shall 
release to the public information regarding any disciplinary decision 
that: imposes a suspension, cancellation, or expulsion of a member; 
imposes a suspension or revocation of the registration of a person 
associated with a member; imposes a suspension or bar of a member or 
person associated with a member from

[[Page 68994]]

association with all members; imposes monetary sanctions of $10,000 or 
more upon a member or a person associated with a member; or contains an 
allegation of a violation of a designated rule as defined in current 
IM-8310-3(b). Current IM-8310-3(c)(1) also provides that Nasdaq 
Regulation shall release to the public information with respect to any 
temporary cease and desist order issued pursuant to the Rule 9800 
Series. Nasdaq currently releases copies of the aforementioned 
categories of disciplinary decisions (principally, Letters of 
Acceptance, Waiver, and Consent) on its website <a href="http://Nasdaq.com">Nasdaq.com</a>.\4\
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    \4\ See <a href="https://www.nasdaq.com/market-regulation/americas/disciplinary">https://www.nasdaq.com/market-regulation/americas/disciplinary</a>.
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    In addition, current IM-8310-3(c)(1) provides that Nasdaq 
Regulation may release to the public information with respect to: any 
disciplinary decision (or group of decisions) that involve a 
significant policy or enforcement determination where Nasdaq's Chief 
Regulatory Officer deems the release to be in the public interest; any 
decision issued pursuant to the Rule 9550 Series imposing a suspension 
or cancellation of the member or a suspension or bar of the association 
of a person with a member, unless Nasdaq Regulation determines 
otherwise; and any disciplinary or other decision issued pursuant to 
the Rule 9000 Series (not specifically enumerated in current IM-8310-
3(c)(1)) regardless of the sanction imposed, so long as the names of 
the parties and other identifying information is redacted.
    Current IM-8310-3(c)(1)(A) and (B) establish the standards for 
public release of information in an appeal or review of a disciplinary 
decision where the underlying decision qualified for release but the 
appellate decision does not, or where the sanction imposed on some but 
not all of the respondents in a multi-respondent disciplinary matter 
qualifies for release. If the information about an underlying decision 
was released in unredacted form because the underlying decision met 
current IM-8310-3(c)(1)'s release criteria, current IM-8310-3(c)(1)(A) 
also requires the release in unredacted form of information about the 
appellate decision. In an appeal or review of a multi-respondent matter 
where information about the underlying disciplinary decision against a 
particular respondent qualified for release and was released in 
unredacted form, current IM-8310-3(c)(1)(B) requires the release of 
information in unredacted form with respect to that particular 
respondent's appeal or review. Nasdaq may release information to the 
public in redacted form about a respondent who does not meet the 
release criteria in current IM-8310-3(c)(1).
    If a member or associated person appeals to the Commission from a 
Nasdaq decision imposing an expulsion, revocation, suspension, bar on 
associating with all members, or a monetary sanction of $10,000 or 
more, current IM-8310-3(g) provides that Nasdaq shall notify the 
membership and press as soon as possible after receiving the appeal. 
The notice must state whether the effectiveness of the Nasdaq Board's 
decision has been stayed pending the outcome of Commission proceedings. 
In the event of an appeal to the courts from a Commission decision that 
resolves a Nasdaq decision imposing an expulsion, revocation, 
suspension, bar on associating with all members, or a monetary sanction 
of $10,000 or more, current IM-8310-3(h) provides that Nasdaq shall 
notify the membership as soon as possible after receiving a formal 
notice of appeal. The notice must state whether the order of the 
Commission was stayed.
Proposed Rule Change
i. Definitions
    Modeled after FINRA and NYSE Rules 8313, proposed IM-8310-3(a)(1) 
and (2) respectively define the terms ``disciplinary complaint'' and 
``disciplinary decision,'' which current IM-8310-3 does not define. 
Under proposed IM-8310-3(a)(1), a ``disciplinary complaint'' means any 
complaint issued pursuant to the Rule 9200 Series or any notice issued 
pursuant to Rules 9400 or 9810.\5\ The proposed inclusion of notice 
issued pursuant to Rule 9400 would result in the publication of notices 
seeking expedited suspension proceedings against a member alleged to 
have violated Nasdaq General 9, Section 53 (Disruptive Quoting and 
Trading Activity Prohibited). The proposed inclusion of notice issued 
pursuant to Rule 9810 would result in the publication of temporary 
cease and desist notices issued by Nasdaq Regulation or FINRA's 
Department of Enforcement. Current IM-8310-3 does not expressly provide 
for the publication of, or provision of information about, notice 
issued pursuant to Rules 9400 or 9810.\6\
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    \5\ Defining ``disciplinary complaint'' to include notices 
issued pursuant to Rules 9400 or 9810 differs from the definitions 
of FINRA (which covers only FINRA disciplinary complaints issued 
pursuant to FINRA's Rule 9200 Series) and NYSE (which does not cover 
temporary cease and desist notices issued pursuant to NYSE's 
analogous Rule 9810). See FINRA and NYSE Rules 8313(e)(1).
    \6\ Although current IM-8310-3 does not expressly provide for 
the publication of, or provision of information about, notice issued 
pursuant to Rules 9400 or 9810, current IM-8310-3(b) provides that 
Nasdaq Regulation may release information with respect to a 
disciplinary complaint initiated by FINRA's Department of 
Enforcement involving a significant policy or enforcement 
determination where the release of information is deemed by Nasdaq's 
Chief Regulatory Officer to be in the public interest.
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    Proposed IM-8310-3(a)(2) defines ``disciplinary decision'' to mean:

any decision issued pursuant to the Rule 9000 Series, including 
decisions issued by a Hearing Officer, Hearing Panel, Extended 
Hearing Panel, Nasdaq Review Council, the Nasdaq Board, or any 
committee or subcommittee thereof; orders accepting offers of 
settlement; Letters of Acceptance, Waiver and Consent; suspension 
orders pursuant to Rule 9400; and temporary cease and desist 
decisions and orders pursuant to the Rule 9800 Series; provided, 
however, such term does not include decisions issued pursuant to the 
Rule 9550 Series, or decisions, notifications, or notices issued 
pursuant to the Rule 9520 Series, which are addressed by paragraphs 
(b)(2) and (b)(3) of this Rule. Minor rule violation plan letters 
issued pursuant to Rule 9216 are not subject to this Rule.

    The proposed definition of ``disciplinary decision'' specifies 
which items would be subject to publication as ``disciplinary 
decisions'' pursuant to proposed IM-8310-3(b). The proposed definition 
excludes decisions issued pursuant to the Rule 9550 Series and 
decisions, notifications, or notices issued pursuant to the Rule 9520 
Series, which items are addressed by proposed paragraphs IM-8310-
3(b)(2) and (b)(3) (discussed below). The proposed definition also 
excludes minor rule violation plan (``MRVP'') letters from IM-8310-3, 
maintaining Nasdaq's current practice of not publishing, or releasing 
information about, such letters.\7\ The proposed definition of 
``disciplinary decision'' also does not cover exemptive-relief 
decisions issued under the Rule 9600 Series because Rule 9620 already 
governs the release of exemptive-relief decisions.
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    \7\ MRVP letters do not qualify for release under current IM-
8310-3 because, pursuant to Rule 9216(b) and IM-9216, they involve a 
fine not to exceed $2,500 and/or a censure.
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    Proposed IM-8310-3(a)(3) would specify the terms that carry the 
same meanings as defined in existing Rule 9120, such as ``Department of 
Enforcement,'' ``Hearing Panel,'' ``Nasdaq Regulation Department,'' and 
``Nasdaq Review Council.''
ii. General Standards
    Proposed IM-8310-3(b)(1)(i) provides that Nasdaq Regulation would 
release to

[[Page 68995]]

the public a copy of any disciplinary complaint issued by Nasdaq 
Regulation or FINRA's Department of Enforcement acting on behalf of 
Nasdaq.\8\ The proposed release of disciplinary complaints would follow 
the practices of FINRA and NYSE, which release disciplinary complaints 
to the public under their respective Rules 8313(a). As noted above, 
Nasdaq proposes to release to the public a copy of the disciplinary 
complaint itself, mooting the need to release a summary of (that is, 
``information about'') such document.
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    \8\ In February 2025, the Commission approved a proposal that 
enables Nasdaq Regulation to litigate contested disciplinary 
proceedings arising out of Nasdaq-led investigations and enforcement 
activities. See SEC Release No. 34-102385 (Feb. 10, 2025), 90 FR 
9647 (Feb. 14, 2025) (approving SR-NASDAQ-2024-083). Previously, 
FINRA's Department of Regulation acting under an RSA or a third-
party law firm or other SRO would handle all disciplinary litigation 
on Nasdaq's behalf.
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    While current Nasdaq IM-8310-3(a) requires releasing a copy of an 
identified disciplinary complaint issued by ``Nasdaq or any committee 
thereof,'' the proposed IM-8310-3(b)(1)(i) would reflect that FINRA's 
Department of Enforcement also may issue a disciplinary complaint on 
Nasdaq's behalf. The proposed rule also would specify the department 
within Nasdaq (namely, Nasdaq Regulation Department) that issues 
Nasdaq's disciplinary complaints. In addition to posting eligible 
disciplinary complaints and disciplinary decisions on Nasdaq's website 
(as specified in proposed IM-8310-3(c)(4), discussed in greater detail 
below), Nasdaq would continue to provide a requesting party with a copy 
of an identified disciplinary complaint or disciplinary decision of the 
Exchange, as provided in current IM-8310-3(a).\9\
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    \9\ Reflecting that a Nasdaq-FINRA RSA permits FINRA's 
Department of Enforcement to issue a disciplinary complaint on 
behalf of Nasdaq and permits FINRA's Office of Hearing Officers to 
issue a disciplinary decision on behalf of Nasdaq, proposed IM-8310-
3(b)(1) uses the term ``of the Exchange'' rather than ``issued by 
Nasdaq or any committee thereof'' (the term in current IM-8310-3(a)) 
in describing the disciplinary complaints and disciplinary decisions 
that Nasdaq would provide upon request. In addition, Nasdaq also 
would provide upon request disciplinary complaints and disciplinary 
decisions it issues.
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    Under proposed IM-8310-3(b)(1)(ii), Nasdaq Regulation also would 
release to the public a copy of any disciplinary decision of the 
Exchange. Under proposed IM-8310-3(a)(2), disciplinary decisions of the 
Exchange would include those issued under the Rule 9000 Series by 
adjudicators within FINRA's Office of Hearing Officers acting pursuant 
to a Nasdaq-FINRA RSA. Expanding the availability of Nasdaq 
disciplinary decisions, this proposal would provide for the release to 
the public of all disciplinary decisions imposing a monetary penalty 
(eliminating the current $10,000 threshold below which the Exchange 
does not currently release or provide information about such decisions) 
as well as the release of temporary cease and desist decisions and 
orders.\10\ As noted above, Nasdaq Regulation's public release of 
disciplinary decisions would moot the need to release a summary of 
(i.e., ``information about'') disciplinary decisions instead of, or in 
addition to, releasing such documents.
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    \10\ Although FINRA's and NYSE's respective definitions of 
``disciplinary decision'' omit temporary cease-and-desist decisions 
and orders, both SROs publicly release such orders under their 
respective Rules 8313(a)(2).
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    Proposed IM-8310-3(b)(2) provides that Nasdaq shall release to the 
public a copy of any statutory disqualification decision, notification, 
or notice issued by the Exchange or FINRA's Department of Member 
Regulation pursuant to the Rule 9520 Series that will be filed with the 
Commission. Current IM-8310-3 does not expressly provide for the 
publication of, or release of information about, decisions, 
notifications, or notices issued pursuant to the Rule 9520 Series. As 
noted above, Nasdaq Regulation's public release of a statutory 
disqualification decision, notification, or notice that will be filed 
with the Commission would moot the need to also release a summary of 
(i.e., ``information about'') such document.\11\
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    \11\ Like proposed IM-8310-3(b)(2), FINRA's and NYSE's 
respective Rules 8313(a)(2) require releasing to the public a copy 
of a statutory disqualification decision, notification, or noticed 
issued by those respective SROs. However, unlike proposed IM-8310-
3(b)(2), FINRA's and NYSE's respective Rules 8313(a)(2) also permit 
releasing ``information about'' such a document. As discussed 
throughout this proposal, Nasdaq believes that the release of a 
statutory disqualification decision, for example, would moot the 
need to also release a summary of the decision.
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    Proposed IM-8310-3(b)(3) provides that Nasdaq shall release to the 
public information with respect to any suspension, cancellation, 
expulsion, limitation, prohibition, or bar imposed pursuant to the Rule 
9550 Series that constitutes final Exchange action. This proposed 
provision replaces the discretionary release of information (``may 
release'' under current IM-8310-3(c)(1)) with mandatory publication 
(``shall release'' under proposed IM-8310-3(b)(3)), subject to Nasdaq 
Regulation's discretion not to publish such information in appropriate 
limited circumstances (detailed in Section 3(a)(iv) of this proposal). 
Proposed IM-8310-3(b)(3) also newly provides for the publication of 
information about a ``limitation'' or ``prohibition'' on a member's or 
associated person's access to services pursuant to the Rule 9550 Series 
or about the summary suspension or expulsion of a member organization 
or the summary revocation of the registration of a covered person for a 
failure to pay fines, other monetary sanctions, or costs pursuant to 
Rule 8320. By publishing information about a ``limitation'' or 
``prohibition'' imposed under the Rule 9550 Series that constitutes 
final Exchange action, proposed IM-8310-3(b)(3) would govern 
comprehensively the publication of information about any sanction or 
preventative measure that may be imposed under the Rule 9550 
Series.\12\
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    \12\ NYSE and FINRA Rules 8313(a)(3) do not expressly mention 
the publication of a copy of, or information about, a ``limitation'' 
or ``prohibition'' pursuant to their respective Rule 9550 Series.
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    Finally, proposed IM-8310-3(b)(4) newly provides that Nasdaq may 
release to the public a copy of any other disciplinary decision not 
governed by subsection IM-8310-3(b)(1) or (2) that is appealable to the 
Commission under Section 19(d). Proposed IM-8310-3(b)(4) aligns with 
NYSE Rule 8313(a)(4), except that proposed IM-8310-3(b)(4) does not 
mention exemptive-relief decisions because existing Nasdaq Rule 9620 
already governs the release of exemptive-relief decisions, as noted 
above.\13\ In addition, proposed IM-8310-3(b)(4) does not provide for 
publication of information about a disciplinary decision published 
under proposed IM-8310-3(b)(4) because Nasdaq believes that publishing 
the disciplinary decision itself moots the need to also release a 
summary of the disciplinary decision.
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    \13\ FINRA Rule 8313(a)(5) is broader in several respects than 
the NYSE Rule 8313(a)(4) upon which Nasdaq bases its proposed IM-
8310-3(b)(4). FINRA Rule 8313(a)(5) also covers ``any decision or 
notice issued pursuant to [FINRA] Rule 6490,'' which relates to 
trading in non-exchange listed OTC securities, or FINRA's ``Rule 
9700 Series,'' which relates to grievances in automated quotation, 
execution, or communication systems owned or operated by FINRA or 
FINRA Regulation.
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    Given that proposed IM-8310-3(b)(1)(i) and (ii) broadly provide for 
the public release of the Exchange's disciplinary complaints and 
disciplinary decisions (as discussed in greater detail above), proposed 
IM-8310-3 omits current IM-8310-3(b)(1)'s and (c)(1)'s respective 
provisions permitting the release of information about a disciplinary 
complaint or disciplinary decision where Nasdaq's Chief Regulatory 
Officer deems the information release to be in the public interest and 
where the disciplinary complaint or disciplinary decision involves a 
significant policy or enforcement determination. As

[[Page 68996]]

discussed throughout this proposal, Nasdaq believes that releasing a 
copy of a disciplinary complaint or disciplinary decision makes it 
unnecessary to also release a summary of such document. In providing 
generally for the publication of the Exchange's disciplinary complaints 
and disciplinary decisions (as discussed in greater detail above) and 
omitting a provision that permits informational releases if the 
Exchange's Chief Regulatory Officer deems the informational release to 
be in the public interest, proposed IM-8310-3 aligns with NYSE Rule 
8313 (which similarly does not provide for an informational release 
where a NYSE officer deems such a release to be in the public 
interest).\14\
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    \14\ Unlike NYSE Rule 8313 and proposed IM-8310-3, FINRA Rule 
8313(a)(6) provides that FINRA may release specified documents or 
information where such release is deemed by FINRA's Chief Executive 
Officer (``CEO''), or such other senior officer as FINRA's CEO may 
designate, to be in the public interest, in such format as he or she 
finds appropriate.
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iii. Release Specifications
    Proposed IM-8310-3(c)(1) and (2) are substantially similar to 
current IM-8310-3(a)(1)-(3), which they replace and supersede. Proposed 
IM-8310-3(c)(1) provides that copies of any disciplinary complaint 
released to the public pursuant to proposed IM-8310-3(b) shall indicate 
that a disciplinary complaint represents the initiation of a formal 
proceeding by the Exchange in which findings as to the allegations in 
the complaint have not been made and does not represent a decision as 
to any of the allegations contained in the complaint.<SUP>15 16</SUP> 
Proposed IM-8310-3(c)(2) provides that copies of, and information with 
respect to, any disciplinary decision or other decision, order, 
notification, or notice released to the public pursuant to proposed IM-
8310-3(b) prior to the expiration of the time period provided for an 
appeal or call for review as permitted under Exchange rules or the 
Exchange Act, or while such an appeal or call for review is pending, 
shall indicate as appropriate that the findings and sanctions imposed 
therein are subject to review and modification by the Exchange or the 
Commission.
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    \15\ The language in proposed IM-8310-3(c)(1) accompanying the 
release of a disciplinary complaint makes clear that the complaint 
contains only the Exchange's allegations. As a result, proposed IM-
8310-3(c)(1) does not contain current IM-8310-3(a)(1)'s requirement 
that a public release also contain an accompanying statement that, 
``[b]ecause this complaint is unadjudicated, you may wish to contact 
the respondent before drawing any conclusions regarding the 
allegations in the complaint.'' FINRA's and NYSE's respective Rules 
8313 similarly do not require that such language accompany the 
release of a disciplinary complaint.
    \16\ As noted throughout this proposal, the Exchange believes 
that the requirement to make public a copy of a disciplinary 
complaint makes it unnecessary to also release information about 
(i.e., a summary of) the complaint in addition to, or in lieu of, 
publishing the disciplinary complaint.
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    Proposed IM-8310-3(c)(3) is substantially similar to current IM-
8310-3(k), which it replaces and supersedes. As a result of proposed 
IM-8310-3(c)(3), releases of information would identify the Nasdaq or 
Commission rule violated and the conduct constituting the violation. 
Under the proposed subparagraph (c)(3), the requirement that a 
``release'' describe the rule violated and the conduct constituting the 
violation would apply only to ``releases of information.'' Nasdaq 
disciplinary complaints and disciplinary decisions necessarily identify 
the rules violated and the conduct constituting the violation, making 
it unnecessary for IM-8310-3(c)(3) to also cover Nasdaq disciplinary 
complaints and disciplinary decisions. For example, under Rule 9212, a 
disciplinary complaint must ``specify in reasonable detail the conduct 
alleged to constitute the violative activity and the rule, regulation, 
or statutory provision the Respondent is alleged to be violating or to 
have violated.'' Under Rule 9216, which governs letters of Acceptance, 
Waiver, and Consent (``AWCs''), an AWC must describe the ``act or 
practice engaged in or omitted, the rule, regulation, or statutory 
provision violated, and the sanction or sanctions to be imposed.''
    Proposed IM-8310-3(c)(4) specifies that Nasdaq would release 
disciplinary complaints, disciplinary decisions, information, notices, 
or any other items required to be released to the public pursuant to 
the Rule by posting such items on the Exchange's website. By posting 
such items to the Exchange's publicly accessible website, Nasdaq 
Regulation would satisfy the requirement to release to the public the 
documents and information specified in proposed IM-8310-3.
iv. Discretion To Redact Certain Information or Waive Publication
    Proposed IM-8310-3(d)(1) provides that, notwithstanding proposed 
IM-8310-3(b) and (c)(4), the Exchange may, in its discretion and on a 
case-by-case basis, redact information that contains confidential 
customer information, including customer identities, or information 
that raises significant identity theft, personal safety, privacy, or 
other concerns that are not outweighed by investor protection concerns. 
While the Exchange anticipates that most redactions would protect the 
privacy of third parties, the more general term ``other concerns'' is 
intended to preserve the Exchange's flexibility to redact information 
outside the specified privacy- and safety-related categories but that 
the Exchange nevertheless determines warrants redaction after weighing 
investor protection concerns.\17\ Current IM-8310-3 does not 
specifically provide for the redaction of information raising 
significant identity theft, personal safety, privacy, or other concerns 
after weighing such concerns against investor protection concerns.
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    \17\ FINRA's and NYSE's respective Rules 8313(c)(1) governing 
redaction contain no general ``other concerns'' language permitting 
redaction after weighing investor protection concerns.
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    Proposed IM-8310-3(d)(2) provides that, notwithstanding proposed 
IM-8310-3(b) and (c)(4), the Exchange may determine, in its discretion, 
to waive the requirement to release a copy of, or information with 
respect to, any disciplinary complaint, disciplinary decision or other 
decision, order, notification, or notice under those extraordinary 
circumstances where the release of such information would violate 
fundamental notions of fairness or work an injustice. This proposed 
subparagraph, which replaces and supersedes current IM-8310-3(c)(1), 
does not change the standard for waiving the public-release 
requirement, i.e., it employs the same standard of ``fundamental 
notions of fairness or work an injustice'' as current IM-8310-3(c)(1). 
Given that proposed IM-8310-3(b) would provide newly for the release of 
disciplinary complaints, proposed IM-8310-3(d)(2)'s ``fundamental 
notions of fairness or work an injustice'' standard would apply newly 
to disciplinary complaints (not just disciplinary decisions, as does 
current IM-8310-3(c)(1)).
v. Other Items
    Proposed IM-8310-3(e), titled ``Notice of Appeals to the Commission 
of Exchange Decisions,'' would replace and supersede current IM-8310-
3(g). This proposed subparagraph provides that the Exchange shall 
provide notice to the public when a disciplinary decision of the 
Exchange is appealed to the Commission, and the notice shall state 
whether the effectiveness of the decision has been stayed pending the 
outcome of proceedings before the Commission. Proposed IM-8310-3(e) 
would expand the categories of appeals for which the Exchange would 
provide public notice of the appeal to include the appeal of all 
disciplinary decisions (as defined in proposed IM-8310-

[[Page 68997]]

3(a)(2), discussed above). In contrast, current IM-8310-3(g) more 
narrowly requires Nasdaq to notify its membership and the press of 
appeals to the Commission from Nasdaq disciplinary decisions only if 
the sanction is at least $10,000 or involves an expulsion, revocation, 
or suspension of a member or a bar on an associated person's 
associating with all members. While current IM-8310-3(g) requires 
Nasdaq to provide notice to the ``membership and to the press,'' 
proposed IM-8310-3(e) would require Nasdaq to provide notice to the 
public more broadly. As discussed above, Nasdaq would provide notice 
under proposed IM-8310-3(c)(4) by posting such notices on the 
Exchange's publicly accessible website.
    Proposed IM-8310-3(f), titled ``Notice of Appeal to the Courts of 
Commission Decisions,'' would replace and supersede current IM-8310-
3(h). This proposed subparagraph provides that the Exchange shall 
provide notice to the public if a decision by the Commission in a case 
previously appealed to it from a disciplinary decision of the Exchange 
is appealed to the courts, and the notice shall state whether the order 
of the Commission has been stayed. Proposed IM-8310-3(f) also would 
expand the categories of appeals for which the Exchange would provide 
notice of the appeal. While current IM-8310-3(h) requires providing 
notice of an appeal to the courts from a Commission decision involving 
Nasdaq's imposition of monetary sanctions of at least $10,000 or an 
expulsion, revocation, suspension, or bar of a member or associated 
person, proposed IM-8310-3(f) provides that Nasdaq would provide notice 
of appeal to the courts from any disciplinary decision of the Exchange 
(as defined in proposed IM-8310-3(a)(2)), even if the monetary sanction 
is less than $10,000. While current IM-8310-3(h) requires providing 
notice to the ``membership,'' proposed IM-8310-3(f) would require 
Nasdaq to provide notice to the public more broadly. As discussed 
above, Nasdaq would provide notice under proposed IM-8310-3(c)(4) by 
posting such notices on the Exchange's publicly accessible website.
    Current IM-8310-3(e) would be renumbered to proposed IM-8310-3(h). 
Additionally, the proposed subparagraph (h) would reflect that FINRA's 
Office of Disciplinary Affairs may accept an AWC under Rule 9216 or an 
offer of settlement under Rule 9270 that imposes an expulsion or bar 
and that, consistent with proposed subparagraph IM-8310-3(b)(1), Nasdaq 
Regulation would release the disciplinary decision imposing the 
expulsion or bar. Nasdaq Regulation's authority to release the 
disciplinary decision imposing an expulsion or bar immediately upon 
approval would remain unchanged.
    Current IM-8310-3(i), which would be renumbered to proposed IM-
8310-3(j), would clarify that Nasdaq will provide public notice of 
specified Commission orders only in cases previously appealed to the 
Commission from a decision of Nasdaq. Consistent with the elimination 
of the $10,000 threshold for publishing disciplinary decisions, Nasdaq 
also would notify the public as soon as possible after receiving a 
Commission order imposing any monetary sanction in a case that 
originates from a Nasdaq disciplinary decision. As discussed above, 
Nasdaq would provide notice under proposed IM-8310-3(c)(4) by posting 
such notices on the Exchange's publicly accessible website.
    The text of current IM-8310-3(d), (f), and (j) would remain 
unchanged but would be renumbered as follows: current subsection IM-
8310-3(d) would become subsection IM-8310-3(g); current subsection IM-
8310-3(f) would become subsection IM-8310-3(i); and current subsection 
IM-8310-3(j) would become subsection IM-8310-3(k).
    The text and numbering of current IM-8310-3(l) would remain 
unchanged.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\18\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\19\ 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. By providing for the publication of Nasdaq disciplinary 
complaints and expanding the category of disciplinary decisions 
published on Nasdaq's website, the proposed rule makes disciplinary 
complaints and disciplinary decisions more readily accessible to member 
firms, associated persons, the securities industry, and the public at 
large. In doing so, Nasdaq's proposed rule promotes just and equitable 
principles of trade and protects investors and the public interest.
---------------------------------------------------------------------------

    \18\ 15 U.S.C. 78f(b).
    \19\ 15 U.S.C. 78f(b)(5).
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    Specifically, the Exchange believes that greater access to Nasdaq 
disciplinary decisions will provide valuable guidance and information 
to member organizations, associated persons, investors, and the 
securities industry generally. The publication of disciplinary 
decisions can deter and prevent misconduct by firms and improve overall 
business standards in the securities industry, as well as allowing 
prospective firm customers to consider firms' and representatives' 
disciplinary histories when deciding whether to conduct business with 
them. In addition, the publication of disciplinary decisions allows 
member organizations to use that information in educating their 
compliance staffs and informing their compliance procedures that 
involve similar business lines, products, or industry practices. 
Eliminating the $10,000 monetary threshold below which the Exchange 
does not currently release disciplinary decisions also would align the 
Exchange's publication rule with those of FINRA and NYSE.
    The Exchange believes that the public release of Nasdaq 
disciplinary complaints (including temporary cease and desist notices) 
on Nasdaq's website will allow member firms to more quickly identify 
conduct that Nasdaq Regulation views as violating applicable Nasdaq or 
Commission rules and, if necessary, to curtail sooner similar conduct 
in which the member firms may be engaged. The Exchange also believes 
that prospective customers of a member firm would benefit from the 
opportunity to review a disciplinary complaint, accompanied by an 
appropriate statement noting that the complaint's factual allegations 
remain unadjudicated, as the prospective customers consider whether to 
conduct business with the member firm. Publishing the disciplinary 
complaint or the disciplinary decision itself often will provide member 
firms and the public with more detail about the violative conduct (or 
allegedly violative conduct in the case of a disciplinary complaint) 
than would a summary of the document.
    In addition, the Exchange believes that defining the terms 
``disciplinary complaint'' and ``disciplinary decision'' will provide 
member firms and associated persons with greater clarity about which 
discipline-related items the Exchange would publish, thereby removing 
impediments to and perfecting the mechanism of a free and open market 
and a national market system and, in general, protecting investors and 
the public interest. Similarly, the Exchange believes that the 
incorporation in proposed IM-8310-3(a)(3) of specified definitions from 
Rule 9120 would promote consistency and clarity by making clear that 
Rule 9120's

[[Page 68998]]

definitions apply to such defined terms when used in proposed IM-8310-
3.

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. The proposed rule change 
involves the administration of the Exchange's disciplinary procedures 
and raises no competitive concerns. Rather than addressing competitive 
issues, the proposed rule change would make Nasdaq disciplinary 
complaints and disciplinary decisions more readily available to member 
firms, associated persons, investors, and the public at large.

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

    Because the foregoing proposed rule change does not: (i) 
significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \20\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\21\
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \21\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings to 
determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

    <bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#f785829b92da94989a9a92998384b7849294d9909881"><span class="__cf_email__" data-cfemail="d6a4a3bab3fbb5b9bbbbb3b8a2a596a5b3b5f8b1b9a0">[email&#160;protected]</span></a>. Please include 
file number SR-NASDAQ-2026-089 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-2026-089. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the filing will be available for inspection and 
copying at the principal office of the Exchange. Do not include 
personal identifiable information in submissions; you should submit 
only information that you wish to make available publicly. We may 
redact in part or withhold entirely from publication submitted material 
that is obscene or subject to copyright protection. All submissions 
should refer to file number SR-NASDAQ-2026-089 and should be submitted 
on or before November 23, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\22\
---------------------------------------------------------------------------

    \22\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-22266 Filed 10-30-26; 8:45 am]
BILLING CODE 8011-01-P


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