Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Equity 8A Regarding Information Circular Requirements

Issuing agencies

Full Text

<html>
<head>
<title>Federal Register, Volume 91 Issue 213 (Thursday, November 5, 2026)</title>
</head>
<body><pre>
[Federal Register Volume 91, Number 213 (Thursday, November 5, 2026)]
[Notices]
[Pages 69900-69903]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-22560]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106796; File No. SR-Phlx-2026-63]


Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing 
and Immediate Effectiveness of a Proposed Rule Change To Amend Equity 
8A Regarding Information Circular Requirements

November 2, 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 20, 2026, Nasdaq PHLX LLC (``Exchange'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change as described in Items I and II below, which Items have been 
prepared by the Exchange. The Commission is publishing this notice to 
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: (i) amend Equity 8A, Section 5 to add 
express cross-references to General 9, Section 10 and Equity 2, Section 
20; (ii) delete Equity 8A, Section 5(a)(2)(A) in its entirety, thereby 
removing the requirement that the Exchange distribute an information 
circular to Exchange member organizations (``Members'') prior to the 
commencement of trading in each UTP Exchange Traded Product (as defined 
below) that generally includes the same information as contained in the 
information circular provided by the listing exchange; (iii) amend 
Equity 8A, Section 5(a)(2)(B)(ii) to require that the written 
description referenced therein be provided in a form approved by the 
listing exchange or prepared by the open-ended management company 
issuing such securities, not later than the time a confirmation of the 
first transaction in such series is delivered to such purchaser; (iv) 
renumber Equity 8A, Section 5(a)(2)(B) through (E) as Section 
5(a)(2)(A) through (D), respectively; (v) replace the obsolete cross-
reference to any ``UTP Security'' with a more general reference to any 
``security'' in Equity 8A, Section 5(a)(2), and (vi) update the cross-
reference to ``UTP Exchange Traded Product'' in Equity 8A, Section 
5(a)(2).

[[Page 69901]]

    The text of the proposed rule change is available on the Exchange's 
website at <a href="https://listingcenter.nasdaq.com/rulebook/phlx/rulefilings">https://listingcenter.nasdaq.com/rulebook/phlx/rulefilings</a>, 
and at the principal office of the Exchange.

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

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

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

1. Purpose
    The Exchange proposes to eliminate the requirement that the 
Exchange distribute an information circular to Members prior to the 
commencement of trading in each UTP Exchange Traded Product \3\ that 
generally includes the same information as contained in the information 
circular provided by the listing exchange as provided in Equity 8A, 
Section 5(a)(2)(A). The Exchange also proposes to amend Equity 8A, 
Section 5(a)(1) to add express cross-references to General 9, Section 
10 (Recommendations to Customers (Suitability)) and Equity 2, Section 
20 (Customer Disclosures). The Exchange also proposes to amend Equity 
8A, Section 5(a)(2)(B)(ii) to require that the written description 
referenced therein be provided in a form approved by the listing 
exchange or prepared by the open-ended management company issuing such 
securities, not later than the time a confirmation of the first 
transaction in such series is delivered to such purchaser.\4\ The 
Exchange also proposes to renumber Equity 8A, Section 5(a)(2)(B) 
through (E) as Section 5(a)(2)(A) through (D), respectively. The 
Exchange also proposes a number of updates in Equity 8A, Section 
5(a)(2), specifically to replace the obsolete cross-reference to any 
``UTP Security'' \5\ with a more general reference to any ``security'' 
and to update the cross-reference to ``UTP Exchange Traded Product'' in 
Equity 8A, Section 5(a)(2). The proposal is similar to a proposal that 
Cboe BZX Exchange, Inc. (``Cboe BZX'') filed with the Commission.\6\
---------------------------------------------------------------------------

    \3\ A ``UTP Exchange Traded Product'' means one of the following 
Exchange Traded Products that trades on the Exchange pursuant to 
unlisted trading privileges: Equity Linked Notes, Investment Company 
Units, Index Fund Shares, NextShares, Index-Linked Exchangeable 
Notes, Equity Gold Shares, Equity Index-Linked Securities, 
Commodity-Linked Securities, Currency-Linked Securities, Fixed-
Income Index-Linked Securities, Futures-Linked Securities, 
Multifactor-Index-Linked Securities, Trust Certificates, Currency 
and Index Warrants, Portfolio Depository Receipts, Trust Issued 
Receipts, Commodity-Based Trust Shares, Currency Trust Shares, 
Commodity Index Trust Shares, Commodity Futures Trust Shares, 
Partnership Units, Paired Trust Shares, Trust Units, Managed Fund 
Shares, and Managed Trust Securities. See Equity 4, Rule 3100(a)(1).
    \4\ As further described below, the Exchange will notify Members 
of the written description requirement under Equity 8A, Section 
5(a)(2)(B)(ii) (proposed to be renumbered herein as Equity 8A, 
Section 5(a)(2)(A)(ii)) by means of an information circular. Such 
written description will only be required when required by the 
listing exchange.
    \5\ The Exchange deleted the definition of ``UTP Security'' in a 
prior rule filing. See Securities Exchange Act Release No. 96574 
(December 22, 2022), 87 FR 80213 (December 29, 2022) (SR-Phlx-2022-
49). As previously defined, ``UTP Security'' means a security that 
is listed on a national securities exchange other than the Exchange 
and that trades on the Exchange pursuant to unlisted trading 
privileges.
    \6\ See Securities Exchange Act Release No. 105715 (June 17, 
2026), 91 FR 37477 (June 23, 2026) (SR-CboeBZX-2026-054).
---------------------------------------------------------------------------

    Equity 8A, Section 5 governs the trading of UTP Exchange Traded 
Products on the Exchange--securities listed on another national 
securities exchange that trade on the Exchange pursuant to unlisted 
trading privileges (``UTP''). Under current Equity 8A, Section 
5(a)(2)(A), the Exchange must distribute an information circular prior 
to the commencement of trading in each UTP Exchange Traded Product that 
generally mirrors the information circular issued by the listing 
exchange, including: (a) the special risks of trading the new exchange 
traded product; (b) the Exchange rules that will apply to the new 
exchange traded product; and (c) information about the dissemination of 
the value of the underlying assets or indices. The Exchange proposes to 
delete Equity 8A, Section 5(a)(2)(A) in its entirety.
    The information circular requirement is unnecessary because the 
primary listing exchange's information circular already provides 
Members with the same disclosures the Exchange would otherwise be 
required to produce. Members have access to the primary listing 
exchange's information circular prior to the commencement of UTP 
trading and may rely upon it for the same purposes.\7\ The Exchange's 
issuance of a separate, duplicative circular therefore serves no 
independent investor protection function.
---------------------------------------------------------------------------

    \7\ Such information circulars are generally available on the 
primary listing market's website.
---------------------------------------------------------------------------

    The Exchange also proposes to amend Equity 8A, Section 5(a)(1) to 
add express cross-references to General 9, Section 10 (Recommendations 
to Customers (Suitability)) and Equity 2, Section 20 (Customer 
Disclosures). Current Equity 8A, Section 5(a)(2)(A) does not reference 
the recommendations to customers/suitability provisions addressed by 
General 9, Section 10 and the risk of trading outside of regular 
trading hours addressed by Equity 2, Section 20, but the Exchange is 
proposing to add these explicit cross-references in Equity 8A, Section 
5(a)(1) to highlight their visibility in the context of UTP Exchange 
Traded Products, consistent with Cboe BZX's proposal.\8\ These rules 
already apply to Members by operation of the Exchange's rulebook. The 
cross-references are intended to make the applicable framework explicit 
in the context of UTP Exchange Traded Products. General 9, Section 10 
independently requires Members to ensure that any recommendation of a 
UTP Exchange Traded Product is suitable for the customer based on the 
customer's investment profile, a standing obligation that applies 
regardless of whether the Exchange has issued a product-specific 
information circular. Similarly, Equity 2, Section 20 independently 
requires Members to provide customers with a written disclosure of the 
risks of trading outside of regular trading hours before accepting any 
order for execution outside of regular trading hours, a standing 
obligation not contingent on the Exchange's issuance of a product-
specific information circular.
---------------------------------------------------------------------------

    \8\ See supra note 6.
---------------------------------------------------------------------------

    Because Equity 8A, Section 5(a)(2)(A) has historically served as 
the mechanism through which the Exchange satisfies the notification 
obligation under Equity 8A, Section 5(a)(2)(B), deletion of Equity 8A, 
Section 5(a)(2)(A) necessitates a conforming amendment to Equity 8A, 
Section 5(a)(2)(B). The Exchange proposes to amend Equity 8A, Section 
5(a)(2)(B)(ii) to require that the written description referenced 
therein be provided in a form approved by the listing exchange or 
prepared by the open-ended management company issuing such securities, 
not later than the time a confirmation of the first transaction in such 
series is delivered to such purchaser. The Exchange will notify Members 
by information circular that such written description will only be 
required when mandated by the listing exchange. This amendment is 
consistent

[[Page 69902]]

with the broader purpose of the proposed rule change: where the listing 
exchange's information circular already provides Members with the 
information necessary to assess a UTP Exchange Traded Product, a 
duplicative written description obligation serves no independent 
investor protection function. Members may rely on the information 
circular provided by the listing exchange or open-ended management 
company issuing such securities in the same manner and to the same 
effect.
    The Exchange also proposes to renumber existing Equity 8A, Section 
5(a)(2)(B) through (E) as Section 5(a)(2)(A) through (D), respectively. 
The Exchange further proposes to update Equity 8A, Section 5(a)(2) to 
replace the obsolete cross-reference to any ``UTP Security'' with a 
more general reference to any ``security.'' As noted above, the 
Exchange removed the definition of ``UTP Security'' from its rulebook 
in a prior rule filing and therefore proposes to delete the reference 
in Equity 8A, Section 5(a)(2) as obsolete.\9\ The Exchange proposes to 
use the more general term ``security'' so that Equity 8A, Section 
5(a)(2) will indicate that any security that is a UTP Exchange Traded 
Product will be subject to the additional rules in Section 5(a)(2)(B) 
through (E) (renumbered as Section 5(a)(2)(A) through (D) under this 
proposal). Lastly, the Exchange proposes in Equity 8A, Section 5(a)(2) 
to update the cross-reference to ``UTP Exchange Traded Product'' from 
Equity 4, Rule 3100(f) to Equity 4, Rule 3100(a)(1).\10\
---------------------------------------------------------------------------

    \9\ See supra note 5.
    \10\ The Exchange previously relocated the definition of ``UTP 
Exchange Traded Product'' from Equity 4, Rule 3100(f) to Equity 4, 
Rule 3100(a)(1). See Securities Exchange Act Release No. 96574 
(December 22, 2022), 87 FR 80213 (December 29, 2022) (SR-Phlx-2022-
49).
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\11\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\12\ 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.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed deletion of Equity 8A, 
Section 5(a)(2)(A) is consistent with the Act because the primary 
listing exchange's information circular already provides Members with 
the same disclosures that the Exchange's information circular would 
contain. The investor protection functions historically served by the 
information circular requirement are independently addressed through 
the primary listing exchange's information circular and the Member-
level obligations imposed by General 9, Section 10 and Equity 2, 
Section 20, to which the Exchange proposes to add express cross-
references in Equity 8A, Section 5(a)(1). The proposed amendment to 
Equity 8A, Section 5(a)(2)(B)(ii) ensures that where a written 
description is required, it is provided in a form approved by the 
listing exchange or prepared by the open-ended management company 
issuing such securities, thereby aligning the Exchange's requirements 
with those of the primary listing market. The Exchange will further 
notify Members by information circular that such written description 
will only be required when mandated by the listing exchange, ensuring 
that no duplicative obligation is imposed where the listing exchange 
has not determined one to be warranted. The renumbering of Equity 8A, 
Section 5(a)(2)(B) through (E) to Section 5(a)(2)(A) through (D), 
respectively, and making the updates described above to Equity 8A, 
Section 5(a)(2) to replace an obsolete cross-reference and update a 
rule reference are ministerial. Additionally, as discussed above, the 
proposal does not raise any novel issues not previously considered by 
the Commission.\13\ For these reasons, the Exchange believes that the 
proposed rule change is consistent with the Act.
---------------------------------------------------------------------------

    \13\ See supra note 6.
---------------------------------------------------------------------------

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 
eliminates duplicative procedural obligations applicable to the 
Exchange in its capacity as a UTP trading venue. It does not alter the 
terms or conditions under which UTP Exchange Traded Products may be 
traded on the Exchange, impose any new requirements on Members, or 
affect the ability of any market participant to access the Exchange's 
markets. Members will continue to have access to the primary listing 
exchange's information circular prior to the commencement of UTP 
trading and may rely upon it for the same purposes as the Exchange's 
information circular. The proposed amendment to Equity 8A, Section 
5(a)(2)(B)(ii) aligns the written description obligation with the 
primary listing market's requirements and does not impose any burden on 
Members beyond what the primary listing market itself requires. 
Accordingly, the Exchange does not believe the proposed rule change 
imposes 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

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A) of the Act \14\ and Rule 19b-4(f)(6) \15\ thereunder. 
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; or (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) of the Act \16\ and Rule 19b-4(f)(6) \17\ thereunder.
---------------------------------------------------------------------------

    \14\ 15 U.S.C. 78s(b)(3)(A).
    \15\ 17 CFR 240.19b-4(f)(6).
    \16\ 15 U.S.C. 78s(b)(3)(A).
    \17\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires the Exchange 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.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \18\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\19\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposed 
rule change may become operative immediately upon filing. The Exchange 
states that the proposed rule change eliminates duplicative procedural 
obligations applicable to the Exchange in its capacity as a UTP trading 
venue because the primary listing exchange's information circular 
already provides

[[Page 69903]]

Members with the same disclosures the Exchange would otherwise be 
required to produce.\20\ The Exchange also notes that the proposed rule 
change does not alter the terms or conditions under which UTP Exchange 
Traded Products may be traded on the Exchange. For these reasons, the 
Commission finds that waiver of the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
Therefore, the Commission hereby waives the 30-day operative delay and 
designates the proposed rule change to be operative upon filing.\21\
---------------------------------------------------------------------------

    \18\ 17 CFR 240.19b-4(f)(6).
    \19\ 17 CFR 240.19b-4(f)(6)(iii).
    \20\ The Exchange represents that such information circulars are 
generally available on the primary listing market's website. See 
supra note 7.
    \21\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    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.

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#087a7d646d256b6765656d667c7b487b6d6b266f677e"><span class="__cf_email__" data-cfemail="dcaea9b0b9f1bfb3b1b1b9b2a8af9cafb9bff2bbb3aa">[email&#160;protected]</span></a>. Please include 
file number SR-Phlx-2026-63 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-Phlx-2026-63. 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-Phlx-2026-63 and should be submitted on 
or before November 27, 2026.

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

    \22\ 17 CFR 200.30-3(a)(12), (59).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-22560 Filed 11-4-26; 8:45 am]
BILLING CODE 8011-01-P


</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>