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169 15 U.S.C. 78o–3(b)(6). 

170 15 U.S.C. 78s(b)(2). 

171 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(ii). 

4 17 CFR 240.19b–4(f)(2). 

5Pursuant to Section 11.3(b) of the CAT NMS 

Plan, FINRA filed a separate proposed rule change 

to establish fees assessed to Industry Members, 

payable to Consolidated Audit Trail, LLC, related to 

recoverable historical CAT costs incurred prior to 

January 1, 2022. See File No. SR–FINRA–2024–013. 

Unless otherwise specified, capitalized terms used 

in this rule filing are defined as set forth in the CAT 

NMS Plan and FINRA Rule 6800 Series 

(Consolidated Audit Trail Compliance Rule). 

6See Securities Exchange Act Release No. 67457 

(July 18, 2012), 77 FR 45722 (August 1, 2012). 

7See Securities Exchange Act Release No. 79318 

(November 15, 2016), 81 FR 84696 (November 23, 

2016) (‘‘CAT NMS Plan Approval Order’’). 

a customer and, based on that 

assessment, to make a reasonable 

determination of whether to approve the 

borrowing or lending arrangement, is 

reasonably designed to protect 

investors. Whether a specific borrowing 

or lending arrangement creates the 

potential for a conflict or other abuse 

that could harm an investor requires 

analysis of the facts and circumstances. 

Because of its supervisory obligations, a 

broker-dealer is both obligated and best 

positioned to analyze the facts and 

circumstances related to a borrowing or 

lending arrangements between one of its 

registered persons and a customer. In 

addition, consistent with the flexibility 

firms have to develop their own 

supervisory systems under Rule 3110, 

the member firm is also best positioned 

to determine reasonable controls to 

supervise for compliance with the 

proposed rule change based on its 

assessment of the risks involved with a 

borrowing or lending arrangement that 

falls within one of the five exceptions to 

Rule 3240. While not required, 

reasonably designed controls could 

include the supervisory, disclosure or 

other requirements suggested by 

commenters (such as providing 

disclosure, collateralizing loans between 

one of its registered persons and a 

customer, interviewing customers, and 

applying heightened scrutiny as it 

perceives higher risks). As such, the 

proposed rule change represents an 

important safeguard for protecting 

investors from conflicts or other abuses 

that could harm them in such 

arrangements. Moreover, in exercising 

its supervisory obligations under FINRA 

Rule 3110, a member firm may always 

choose to prohibit or restrict borrowing 

and lending arrangements as it sees fit 

and in light of the risks presented by an 

arrangement. For example, if the brokerdealer determines that the risks to the 

customer of lending money to a 

registered person cannot be effectively 

managed, the proposed rule change 

would allow the firm to disapprove or 

further restrict the arrangement. For 

these reasons, the proposed rule change 

is reasonably designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, and, in general, to 

protect investors and the public interest. 

IV. Conclusion 

For the reasons set forth above, the 

Commission finds that the proposed 

rule change is consistent with Section 

15A(b)(6) of the Exchange Act, which 

requires, among other things, that 

FINRA rules be designed to prevent 

fraudulent and manipulative acts and 

practices, promote just and equitable 

principles of trade, and, in general, 

protect investors and the public 

interest.169

It is therefore ordered pursuant to 

Section 19(b)(2) of the Exchange Act 170

that the proposal (SR–FINRA–2024– 

001), be and hereby is approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.171

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–21622 Filed 9–20–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101064; File No. SR– 

FINRA–2024–014] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend FINRA Rule 

6897(b) (CAT Cost Recovery Fees) To 

Implement a Historical Consolidated 

Audit Trail Recovery Assessment 

September 17, 2024. 

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 

September 5, 2024, the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) filed with the Securities and 

Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by FINRA. FINRA has designated the 

proposed rule change as ‘‘establishing or 

changing a due, fee or other charge’’ 

under Section 19(b)(3)(A)(ii) of the Act 3

and Rule 19b–4(f)(2) thereunder,4 which 

renders the proposal effective upon 

receipt of this filing by the Commission. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

FINRA is proposing to amend FINRA 

Rule 6897(b) (CAT Cost Recovery Fees) 

to implement a historical Consolidated 

Audit Trail (‘‘CAT’’) recovery 

assessment designed to permit FINRA to 

recoup its contributions to recoverable 

historical costs of the National Market 

System Plan Governing the 

Consolidated Audit Trail incurred prior 

to January 1, 2022.5

The text of the proposed rule change 

is available on FINRA’s website at 

http://www.finra.org, at the principal 

office of FINRA and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

FINRA 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. FINRA 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 

Background 

On July 11, 2012, the Commission 

adopted Rule 613 of Regulation NMS, 

which required the self-regulatory 

organizations to submit a national 

market system (‘‘NMS’’) plan to create, 

implement and maintain a consolidated 

audit trail that would capture customer 

and order event information for orders 

in NMS securities across all markets, 

from the time of order inception through 

routing, cancellation, modification, or 

execution.6 On November 15, 2016, the 

Commission approved the CAT NMS 

Plan (‘‘Plan’’ or ‘‘CAT NMS Plan’’).7

Under the CAT NMS Plan, the 

Operating Committee has the discretion 

to establish funding for Consolidated 

Audit Trail, LLC (‘‘CAT LLC’’) to 

operate the CAT, including establishing 

fees for Industry Members to be assessed 

by CAT LLC that would be implemented 


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8See Section 11.1(b) of the CAT NMS Plan. 

9See Securities Exchange Act Release No. 98290 

(September 6, 2023), 88 FR 62628 (September 12, 

2023) (‘‘CAT Funding Model Approval Order’’). 

10See Section 11.3(b) of the CAT NMS Plan. 

11See Section 11.3(a) of the CAT NMS Plan. 

12See File No. SR–FINRA–2024–013. 

13CAT Funding Model Approval Order, 88 FR 

62628, 62636–37. 

14FINRA has consistently made clear its intention 

to file a rule change to implement member CAT fees 

simultaneous with the filing of any proposed rule 

change to effectuate the CAT Funding Model. See 

Letter from Marcia E. Asquith, Corporate Secretary, 

EVP, Board and External Relations, FINRA, to 

Vanessa Countryman, Secretary, SEC, dated April 

11, 2023 (‘‘FINRA April 2023 Letter’’) at 7 (‘‘If the 

Funding Model is approved by the Commission, 

FINRA intends to file a rule change to increase 

member fees simultaneous with the filing of any 

proposed rule change to effectuate the Funding 

Model.’’); see also Letter from Marcia E. Asquith, 

Corporate Secretary, EVP, Board and External 

Relations, FINRA, to Vanessa Countryman, 

Secretary, SEC, dated June 22, 2022 (‘‘FINRA June 

2022 Letter’’) at 6 (‘‘[G]iven FINRA’s unique nature, 

FINRA necessarily must seek recovery in turn for 

the costs it is allocated.’’). FINRA also requested 

that, if the Commission were to approve the CAT 

Funding Model, it acknowledge ‘‘FINRA’s need and 

ability to cover CAT costs that are not recovered 

through contractual arrangements through member 

fee increases, so as not to jeopardize FINRA’s ability 

to carry out its critical regulatory mission.’’ See 

CAT Funding Model Approval Order, 88 FR 62628, 

62645. 15See File No. SR–FINRA–2024–013. 16The CAT NMS Plan states that ‘‘[n]o Participant 

will make a filing with the SEC pursuant to Section 

19(b) of the Exchange Act regarding any Historical 

CAT Assessment until any applicable Financial 

Accountability Milestone described in Section 11.6 

has been satisfied.’’ See Section 11.3(b)(iii)(B)(III) of 

the CAT NMS Plan. The CAT NMS Plan further 

states that ‘‘in all filings submitted by the 

Participants to the Commission under Section 19(b) 

of the Exchange Act, to establish or implement PostAmendment Industry Member Fees pursuant to this 

Article, . . . the Participants shall clearly indicate 

whether such fees are related to Post-Amendment 

Expenses incurred during Period 1, Period 2, Period 

3, or Period 4.’’ See Section 11.6(b) of the CAT NMS 

Plan. As discussed in File No. SR–FINRA–2024– 

013, all applicable Financial Accountability 

Milestones for Historical CAT Assessment 1 and, by 

extension, Historical CAT Cost Recovery 

Assessment 1—that is, Period 1, Period 2, and 

Period 3 of the Financial Accountability 

Milestones—have been satisfied. Furthermore, the 

costs sought to be recovered via both Historical 

CAT Assessment 1 and Historical CAT Cost 

Recovery Assessment 1 relate to Post-Amendment 

Expenses incurred during Periods 1, 2 and 3 of the 

Financial Accountability Milestones. 

17Historical CAT Assessment 1 seeks to recover 

from CAT Executing Brokers two-thirds of 

Historical CAT Costs 1—the $318,059,819 in 

recoverable costs incurred by CAT LLC prior to 

January 1, 2022. 

18FINRA notes that, as is the case with respect 

to Historical CAT Assessment 1 discussed in File 

No. SR–FINRA–2024–013, FINRA’s recovery under 

the instant proposed rule change also would not 

include any portion of Excluded Costs, i.e., 

$48,874,937 in CAT costs incurred from November 

15, 2017 through November 15, 2018, $19,628,791 

of costs paid to the the [sic] Initial Plan Processor 

from November 16, 2018 through February 2019 

when the relationship with the Initial Plan 

Processor was concluded, and $14,749,362 of costs 

related to the termination of the relationship with 

the Initial Plan Processor. 

19A detailed description (including the amounts) 

of all costs incurred by the Participants during the 

pre-FAM period (prior to June 22, 2020) and during 

each relevant FAM period, i.e., FAM Period 1, FAM 

Period 2, and FAM Period 3, is provided in File No. 

SR–FINRA–2024–013. 

on behalf of CAT LLC by the 

Participants.8 The Operating Committee 

adopted a revised funding model to 

fund the CAT (‘‘CAT Funding Model’’) 

and, on September 6, 2023, the 

Commission approved the CAT Funding 

Model, after concluding that the model 

was reasonable and that it satisfied the 

requirements of Section 11A of the 

Exchange Act and Rule 608 thereunder.9

The CAT Funding Model provides a 

framework for the recovery of the costs 

to create, develop, and maintain the 

CAT, including providing a method for 

allocating costs to fund the CAT among 

Participants and Industry Members. The 

CAT Funding Model establishes two 

categories of fees: (1) CAT fees assessed 

by CAT LLC and payable by certain 

Industry Members to recover a portion 

of historical CAT costs previously paid 

by the Participants (‘‘Historical CAT 

Assessment’’ fees); 10 and (2) CAT fees 

assessed by CAT LLC and payable by 

Participants and Industry Members to 

fund prospective CAT costs.11 With 

respect to Historical CAT Assessment 

fees, to date, the CAT Operating 

Committee has established Historical 

CAT Assessment 1 with regard to 

historical CAT costs incurred prior to 

January 1, 2022 (‘‘Historical CAT Costs 

1’’).12

In light of the filing of File No. SR– 

FINRA–2024–013, which implements 

Historical CAT Assessment 1 with 

regard to Industry Members, FINRA is 

filing the instant proposed rule change 

to establish a fee to allow FINRA to 

recoup its contributions to the 

Participants’ assessed share of Historical 

CAT Costs 1 (‘‘Historical CAT Cost 

Recovery Assessment 1’’). Historical 

CAT Cost Recovery Assessment 1 is 

designed to allow FINRA to recover its 

designated portion of Historical CAT 

Costs 1—amounting to $4,391,414—in a 

manner consistent with the Exchange 

Act and the CAT Funding Model 

Approval Order. In the Approval Order, 

the Commission acknowledged that ‘‘the 

Exchange Act expressly contemplates 

the ability of the Participants to recoup 

their costs to fulfill their statutory 

obligations under the Exchange Act.’’ 13

The Commission also noted FINRA’s 

statement ‘‘that it would file a rule 

change to increase its member fees with 

the filing of any proposed rule change 

to effectuate the Funding Model.’’ 14

Given the approval of the CAT Funding 

Model and FINRA’s proposed rule 

change to establish Historical CAT 

Assessment 1 in accordance with the 

CAT Funding Model,15 FINRA is 

submitting this filing to implement 

Historical CAT Cost Recovery 

Assessment 1.16

FINRA’s Designated Portion of 

Historical CAT Costs 1 

As discussed in File No. SR–FINRA– 

2024–013, which seeks to implement 

Historical CAT Assessment 1,17 to date, 

FINRA and the other Participants have 

agreed to pay all Past CAT Costs via 

loans to CAT LLC. Specifically, in the 

absence of an SEC-approved model 

establishing how the Participants were 

to fund the creation, implementation, 

and maintenance of the CAT, in 2017, 

FINRA and the other Participants 

unanimously agreed to apportion all 

CAT operational costs amongst the 

group and to fund the CAT through a 

series of interest-free loans. Through 

these loans, FINRA contributed 

$13,174,243 or roughly 4.14% toward 

the $318,059,819 in operating expenses 

composing Historical CAT Costs 1. Of 

that approximately $13 million 

expenditure, FINRA expects to recover 

$8,782,829 in loan repayments from 

CAT LLC following implementation of 

Historical CAT Assessment 1, and, 

under the CAT Funding Model, will 

forgive the remaining $4,391,414 in loan 

repayments, which FINRA now seeks to 

recover through the implementation of 

Historical CAT Cost Recovery 

Assessment 1.18

The following table illustrates 

FINRA’s approximate contributions to 

the Plan Participants’ collective onethird share of Historical CAT Costs 1 

during each of the relevant periods.19

Period 

Participants’ 

collective share of 

historical CAT 

costs 1 

FINRA’s 

share of 

historical CAT 

costs 1 

Pre-FAM Period (Prior to June 22, 2020) ................................................................................................... $41,430,243 $1,716,067 


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20See supra note 14. 

21 In approving the CAT Funding Model, the 

Commission noted that it ‘‘believe[d] that FINRA’s 

allocation of CAT fees likely will be passed through 

to Industry Members.’’ See CAT Funding Model 

Approval Order, 88 FR 62628, 62684. 

22As per Section 1.1 of the Plan, for a transaction 

in an Eligible Security executed otherwise than on 

an exchange and required to be reported to an 

equity trade reporting facility of a registered 

national securities association, i.e., one of FINRA’s 

Trade Reporting Facilities (each a ‘‘TRF’’), OTC 

Reporting Facility (‘‘ORF’’) or Alternative Display 

Facility (‘‘ADF’’), the CEBB and CEBS are the 

Industry Members identified as the executing 

broker and the contra-side executing broker in the 

TRF/ORF/ADF transaction data event in CAT Data. 

In those circumstances where there is a nonIndustry Member identified as the contra-side 

executing broker in the TRF/ORF/ADF transaction 

data event or no contra-side executing broker is 

identified in the TRF/ORF/ADF transaction data 

event, then the Industry Member identified as the 

executing broker in the TRF/ORF/ADF transaction 

data event would be treated as, and be required to 

pay the fee assessed to, both the CEBB and CEBS. 

23See Table 61, Section 6.1 (TRF/ORF/ADF 

Transaction Data Event) of the CAT Reporting 

Technical Specifications for Plan Participants. 

24 Dividing $0.00003994969693072937 by three 

equals $0.00001331656564357646. As noted in File 

No. SR–FINRA–2024–013, CAT LLC determined to 

use six decimal places for Historical CAT 

Assessment 1 (i.e., $0.000013 per executed 

equivalent share) to balance the accuracy of the 

calculation with the potential systems and other 

impracticalities of using additional decimal places 

in the calculation. 

25 In approving the CAT Funding Model, the 

Commission concluded that ‘‘the use of executed 

equivalent share volume as the basis of the 

proposed cost allocation methodology is reasonable 

and consistent with the approach taken by the 

funding principles of the CAT NMS Plan.’’ See CAT 

Funding Model Approval Order, 88 FR 62628, 

62640. Under the CAT NMS Plan, executed 

equivalent shares in a transaction in Eligible 

Securities are reasonably counted as follows: (1) 

each executed share for a transaction in NMS 

Stocks will be counted as one executed equivalent 

share; (2) each executed contract for a transaction 

in Listed Options will be counted based on the 

multiplier applicable to the specific Listed Options 

(i.e., 100 executed equivalent shares or such other 

applicable multiplier); and (3) each executed share 

for a transaction in OTC Equity Securities shall be 

counted as 0.01 executed equivalent share. See 

Section 11.3(a)(i)(B) and 11.3(b)(i)(B) of the CAT 

NMS Plan. 

26 Dividing $0.00001331656564357646 by two 

and rounding to six decimal places equals 

$0.000007. FINRA believes that it is appropriate at 

this time to use six decimal places to maintain 

consistency with the approach determined by CAT 

LLC. 

Period 

Participants’ 

collective share of 

historical CAT 

costs 1 

FINRA’s 

share of 

historical CAT 

costs 1 

FAM Period 1 ............................................................................................................................................... 2,125,781 88,051 

FAM Period 2 ............................................................................................................................................... 14,325,493 593,371 

FAM Period 3 ............................................................................................................................................... 48,138,423 1,993,925 

Total (through January 1, 2022) .................................................................................................................. 106,019,940 4,391,414 

FINRA’s recovery of these 

approximately $4.4 million in Historical 

CAT Costs is reasonable and consistent 

with the Exchange Act. As discussed 

herein and in File No. SR–FINRA– 

2024–013, these costs were reasonable, 

appropriate and necessary for the 

creation, implementation and 

maintenance of the CAT. As stated by 

FINRA and permitted under the 

Exchange Act, FINRA will seek to 

recover its portion of the Participants’ 

share of CAT costs to ensure that FINRA 

can fulfill its regulatory mandate and 

responsibilities.20

Historical CAT Cost Recovery 

Assessment 1 

FINRA is proposing to amend Rule 

6897(b) (CAT Cost Recovery Fees) to 

implement Historical CAT Cost 

Recovery Assessment 1 at this time to 

allow FINRA to recover its contributions 

to the Participants’ designated one-third 

share of Historical CAT Costs 1.21

FINRA intends that the fee framework 

for the Historical CAT Cost Recovery 

Assessment 1 would generally 

correspond to the framework put in 

place by CAT LLC with respect to 

Historical CAT Assessment 1, as 

provided for in File No. SR–FINRA– 

2024–013. FINRA also intends that the 

timing and commencement of payment 

for Historical CAT Cost Recovery 

Assessment 1 generally would 

correspond with that established by 

CAT LLC with respect to Historical CAT 

Assessment 1, as provided for in File 

No. SR–FINRA–2024–013. Thus, as with 

Historical CAT Assessment 1, FINRA 

proposes that each member CAT 

Executing Broker shall receive its first 

invoice from FINRA for Historical CAT 

Cost Recovery Assessment 1 in 

November 2024, setting forth fees 

calculated based on October 2024 

transactions in Eligible Securities 

executed otherwise than on an 

exchange, as reflected in CAT Data. 

The following fields of the Participant 

Technical Specifications indicate the 

CAT Executing Brokers for transactions 

executed otherwise than on an 

exchange.22

TRF/ORF/ADF Transaction Data 

Event 23

No. Field name Data type Description Include key 

26 ....................... reporting Executing Mpid .............. Member Alias ................................ MPID of the executing party ......... R. 

28 ....................... contra Executing Mpid .................. Member Alias ................................ MPID of the contra-side executing 

party.

C. 

As discussed in File No. SR–FINRA– 

2024–013, the Operating Committee has 

determined that Historical Fee Rate 1 is 

$0.00003994969693072937 per executed 

equivalent share, and, under the CAT 

Funding Model, each of the CAT 

Executing Broker for the Buyer 

(‘‘CEBB’’), CAT Executing Broker for the 

Seller (‘‘CEBS’’), and relevant 

Participant for a given transaction in an 

Eligible Security would be responsible 

for one-third of that rate, or 

$0.00001331656564357646 per executed 

equivalent share.24 In line with this 

approach, with respect to FINRA’s 

portion of the Participants’ one-third 

share, FINRA is proposing that, for 

Historical CAT Cost Recovery 

Assessment 1, the Participants’ assessed 

fee rate would be split evenly between 

the CEBB and CEBS to establish a 

Historical CAT Cost Recovery Fee Rate 

1 of $0.000007 per executed equivalent 

share 25 for transactions where FINRA is 

the relevant Participant.26

FINRA proposes to amend Rule 

6897(b)(1)(A) to implement Historical 

CAT Cost Recovery Assessment 1. 

Proposed Rule 6897(b)(1)(A)(i) would 

provide that each member CAT 

Executing Broker shall receive its first 


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27From June 1, 2023, through May 31, 2024, the 

average monthly executed equivalent share volume 

in Eligible Securities where FINRA is the relevant 

Participant was approximately 104.7 billion shares. 

Assuming similar 2024 trading volumes, FINRA 

would recover its approximately $4.4 million 

portion of the Participants’ assessed share of 

Historical CAT Costs 1 within four months. Given 

the fee rate and total amount to be recovered, the 

proposed four-month recovery period is reasonable. 

28A similar approach will be taken by CAT LLC 

with respect to any excess money collected 

pursuant to Historical CAT Assessment 1 during its 

final month. See File No. SR–FINRA–2024–013. 

29See File No. SR–FINRA–2024–013. 

30As detailed in File No. SR–FINRA–2024–013, 

in addition to providing mock invoices, CAT LLC 

has worked to address Industry Member concerns 

regarding reconciliation of invoices for Historical 

CAT Assessment 1, including providing guidance 

and processes to assist firms in their efforts to 

perform reconciliations in connection with CAT 

invoice data. Specifically, FCAT is providing 

certain key elements of the trade to CAT Reporters, 

such as the tradeID and branch sequence, in the 

trade billing details accompanying CAT invoices to 

provide CAT Executing Brokers with alternative 

methods for matching fee-liable transactions with 

their internal books and records. See File No. SR– 

FINRA–2024–013. 

See also CAT Technical Specifications for Billing 

Trade Details; Trade Details Schema, https://

catnmsplan.com/sites/default/files/2024-02/ 

02.05.24-Billing-Trade-Details-Schema.json; CAT 

Billing Scenarios, Version 1.0 (November 30, 2023), 

https://www.catnmsplan.com/sites/default/files/

2024-01/01.12.2024-CAT-Billing-Scenarios-v1.0.pdf. 

31FINRA billing methodology for Historical CAT 

Cost Recovery Assessment 1 is aligned with the 

billing methodology for CAT LLC’s Historical CAT 

Assessment 1 under the SEC-approved CAT 

Funding Model. As with the Historical CAT 

Assessment 1 invoices to be provided by CAT LLC 

to Industry Members, the invoices that FINRA 

would provide in connection with Historical CAT 

Cost Recovery Assessment 1 are designed to allow 

member CEBBs and CEBSs to reconcile the invoiced 

amounts with the included underlying fee-liable 

transaction details each month. As noted in File No. 

SR–FINRA–2024–013, the CAT NMS Plan does not 

address the manner or extent to which CAT 

Executing Brokers may seek to pass on any CAT 

fees to their customers, and, as such, facilitating 

CEBBs’ and CEBSs’ ability to pass through 

Historical CAT Assessment 1 fees to their clients is 

outside the scope of the proposal. Likewise, 

facilitating CEBBs’ and CEBSs’ ability to pass 

through their Historical CAT Cost Recovery 

Assessment 1 fees to their clients is also outside the 

scope of the instant proposal. 

32 15 U.S.C. 78o–3(b)(6). 

33 15 U.S.C. 78o–3(b)(5). 

invoice from FINRA in November 2024, 

setting forth the Historical CAT Cost 

Recovery Assessment 1 fees calculated 

based on transactions in October 2024, 

and shall receive similar invoices from 

FINRA for Historical CAT Cost Recovery 

Assessment 1 for each month thereafter 

in which Historical CAT Cost Recovery 

Assessment 1 is in effect. As provided 

in proposed Rule 6897(b)(1)(A)(ii), 

FINRA shall provide each member CAT 

Executing Broker with an invoice for 

Historical CAT Cost Recovery 

Assessment 1 on a monthly basis. Each 

monthly invoice from FINRA (separate 

from the invoice provide by CAT LLC 

with respect to Historical CAT 

Assessment 1) shall set forth a fee for 

each transaction in Eligible Securities 

executed by the CAT Executing Broker 

in its capacity as the CEBB and/or the 

CEBS (as applicable) otherwise than on 

an exchange as set forth in CAT Data. 

The fee assessed to each CEBB and 

CEBS for each such transaction will be 

calculated by multiplying the number of 

executed equivalent shares in the 

transaction by the Historical CAT Cost 

Recovery Fee Rate 1 of $0.000007 per 

executed equivalent share. 

Further, as provided in proposed Rule 

6897(b)(1)(A)(iii), Historical CAT Cost 

Recovery Assessment 1 will remain in 

effect until $4,391,414 (FINRA’s 

contribution to the one-third share of 

Historical CAT Costs 1 assessed to the 

Plan Participants) is collected from 

member CAT Executing Brokers 

collectively, which is estimated to be 

four months, but could be for a longer 

or shorter period of time.27 FINRA will 

provide notice when Historical CAT 

Cost Recovery Assessment 1 will no 

longer be in effect. Proposed Rule 

6897(b)(1)(A)(iv) provides that each 

member CAT Executing broker shall be 

required to pay each invoice for 

Historical CAT Cost Recovery 

Assessment 1 within 30 days of receipt 

of such invoice or other notice 

indicating payment is due (unless a 

longer payment period is otherwise 

indicated) and such payment must be 

made in the manner prescribed by 

FINRA, as set forth in Rule 6897(b)(2). 

As with Historical CAT Assessment 1, 

since Historical CAT Cost Recovery 

Assessment 1 is a monthly fee based on 

transaction volume from the prior 

month, Historical CAT Cost Recovery 

Assessment 1 may result in the 

collection of more than FINRA’s 

approximately $4.4 million contribution 

to Historical CAT Costs 1. To the extent 

that occurs, any excess money collected 

during the final month in which 

Historical CAT Cost Recovery 

Assessment 1 is in effect will be used to 

offset future member fees assessed by 

FINRA in connection with FINRA’s 

designated CAT costs as a Plan 

Participant.28

Beginning with the initial invoice for 

Historical CAT Cost Recovery 

Assessment 1 in November 2024, FINRA 

will make available to each member 

CAT Executing Broker a copy of the 

relevant details for fee liable 

transactions executed each month 

otherwise than on an exchange. Similar 

to the information that would be 

provided by CAT LLC to CAT Executing 

Brokers in assessing the off-exchange 

portion of Historical CAT Assessment 1 

each month,29 such information would 

provide member CAT Executing Brokers 

with the ability to understand the 

details regarding the calculation of their 

Historical CAT Cost Recovery 

Assessment 1 fees. To assist Industry 

Members in complying with Historical 

CAT Assessment 1, in November 2023 

CAT LLC began making mock invoices 

with details for any fee liable 

transactions, including those executed 

otherwise than on an exchange, 

available to CAT Executing Brokers.30

FINRA intends to likewise provide these 

same trade elements in the trade billing 

details accompanying FINRA invoices 

each month that Historical CAT Cost 

Recovery Assessment 1 is in effect.31

FINRA will also make publicly 

available on its website: (i) the total 

amount invoiced each month that 

Historical CAT Cost Recovery 

Assessment 1 is in effect, (ii) the total 

amount invoiced for Historical CAT 

Cost Recovery Assessment 1 for all 

months since its commencement, and 

(iii) the total costs remaining to be 

collected from members in aggregate for 

Historical CAT Cost Recovery 

Assessment 1. By reviewing statistics 

regarding how much has been invoiced 

and how much remains to be invoiced 

for Historical CAT Cost Recovery 

Assessment 1, members would have 

sufficient information to reasonably 

track how much longer Historical CAT 

Cost Recovery Assessment 1 is likely to 

be in place. 

FINRA has filed the proposed rule 

change for immediate effectiveness. The 

effective date and the implementation 

date will be the date of filing. 

2. Statutory Basis 

FINRA believes that the proposed rule 

change is consistent with the provisions 

of Section 15A(b)(6) of the Act,32 which 

requires, among other things, that 

FINRA rules must be designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, and, in 

general, to protect investors and the 

public interest; and must not be 

designed to permit unfair 

discrimination between customers, 

issuers, brokers or dealers. FINRA also 

believes that the proposed rule change 

is consistent with the provisions of 

Section 15A(b)(5) of the Act,33 which 

requires, among other things, that 

FINRA rules provide for the equitable 

allocation of reasonable dues, fees and 

other charges among members and 

issuers and other persons using any 

facility or system that FINRA operates 

or controls. FINRA further believes that 

the proposed rule change is consistent 

with Section 15A(b)(9) of the Act, which 


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34 15 U.S.C. 78o–3(b)(9). 

35See 15 U.S.C. 78o–3(b)(2). 

36CAT NMS Plan Approval Order, 81 FR 84696, 

84697. 

37See supra note 28 and accompanying text. 

38See supra note 14 and 27 and accompanying 

text. 

39See CAT Funding Model Approval Order, 88 

FR 62628, 62645. 

40See supra note 39 at 62636–37. 

41See supra note 39. 

42See FINRA’s Financial Guiding Principles, 

https://www.finra.org/sites/default/files/finra_

financial_guiding_principles_0.pdf. See also 

Securities Exchange Act Release No. 90176 (October 

14, 2020), 85 FR 66592, 66602–03 (October 20, 

2020) (Notice of Filing and Immediate Effectiveness 

of File No. SR–FINRA–2020–032). 

43 In its approval of the CAT Funding Model, the 

Commission determined that charging CAT fees to 

CAT Executing Brokers was reasonable. In reaching 

this conclusion the Commission noted that the use 

of CAT Executing Brokers is appropriate because 

the CAT Funding Model is based upon the 

calculation of executed equivalent shares, and, 

therefore, charging CAT Executing Brokers would 

reflect their executing role in each transaction. 

Furthermore, the Commission noted that, because 

CAT Executing Brokers are already identified in 

transaction reports from FINRA’s equity trade 

reporting facilities recorded in CAT Data, charging 

CAT Executing Brokers could streamline the billing 

process. See CAT Funding Model Approval Order, 

88 FR 62628, 62629. 

requires that FINRA rules not impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purpose of the Exchange Act.34

Section 15A(b)(2) of the Act also 

requires that FINRA be ‘‘so organized 

and [have] the capacity to be able to 

carry out the purposes’’ of the Act and 

‘‘to comply, and . . . to enforce 

compliance by its members, and persons 

associated with its members,’’ with the 

provisions of the Exchange Act.35

FINRA believes that this proposed 

rule change is consistent with the Act 

because it is designed to assist FINRA 

in meeting regulatory obligations 

pursuant to the Plan. In approving the 

Plan, the SEC noted that the Plan ‘‘is 

necessary and appropriate in the public 

interest, for the protection of investors 

and the maintenance of fair and orderly 

markets, to remove impediments to, and 

perfect the mechanism of a national 

market system, or is otherwise in 

furtherance of the purposes of the 

Act.’’ 36 To the extent that this proposed 

rule change implements a requirement 

that facilitates FINRA’s achievement of 

its regulatory obligations under the Plan 

and applies specific requirements to 

FINRA members in this regard, FINRA 

believes that this proposed rule change 

furthers the objectives of the Plan, as 

identified by the SEC, and is therefore 

consistent with the Act. 

As discussed in detail in File No. SR– 

FINRA–2024–013, FINRA believes that 

the proposed fees paid by the CEBBs 

and CEBSs in connection with 

Historical CAT Assessment 1 are 

reasonable, equitably allocated and not 

unfairly discriminatory. Historical CAT 

Cost Recovery Assessment 1 would 

similarly allow FINRA to recover its 

designated portion of Historical CAT 

Costs 1 from member CAT Executing 

Brokers in a fair and reasonable manner, 

as contemplated by the Exchange Act 

and consistent with the CAT Funding 

Model Approval Order. 

Proposed Historical CAT Cost 

Recovery Assessment 1 would be 

charged to member CAT Executing 

Brokers in support of the maintenance 

of a consolidated audit trail for 

regulatory purposes. The proposed fees, 

therefore, are consistent with the 

Commission’s view that regulatory fees 

be used for regulatory purposes. The 

proposed fees would not cover FINRA 

services unrelated to the CAT, and any 

surplus would be used as a reserve to 

offset future member fees assessed by 

FINRA to recover its contributions, as a 

Plan Participant, to CAT costs.37

Accordingly, FINRA believes that the 

proposed fees are reasonable, equitable 

and not unfairly discriminatory. 

The reasonableness of Historical CAT 

Cost Recovery Assessment 1 and its 

consistency with the Exchange Act 

likewise is grounded in the facts 

described above and detailed in File No. 

SR–FINRA–2024–013. Specifically, the 

expenses that compose the portion of 

Historical CAT Costs 1 sought to be 

recovered through Historical CAT Cost 

Recovery Assessment 1 were recognized 

by the SEC as appropriate for recovery 

pursuant to the formula approved in the 

CAT Funding Model (i.e., technology, 

legal, consulting, insurance, 

professional administration, and public 

relations costs). FINRA has determined 

that these costs, which are described in 

detail in File No. SR–FINRA–2024–013, 

are reasonable and it is appropriate that 

FINRA recover its Participant 

contribution to such costs through 

Historical CAT Cost Recovery 

Assessment 1. FINRA also has 

determined that Historical CAT Cost 

Recovery Assessment 1 provides for the 

equitable allocation of fees among 

FINRA members and is not unfairly 

discriminatory, as discussed herein. 

Historical CAT Cost Recovery 

Assessment 1 is designed to allow 

FINRA to recover its designated portion 

of Historical CAT Costs 1, consistent 

with the Exchange Act and the CAT 

Funding Model Approval Order.38 In 

approving the CAT Funding Model, the 

Commission noted FINRA’s request that 

it acknowledge ‘‘FINRA’s need and 

ability to cover CAT costs that are not 

recovered through contractual 

arrangements through member fee 

increases, so as not to jeopardize 

FINRA’s ability to carry out its critical 

regulatory mission.’’ 39 The Commission 

also recognized that ‘‘the Exchange Act 

expressly contemplates the ability of the 

Participants to recoup their costs to 

fulfill their statutory obligations under 

the Exchange Act.’’ 40 The Commission 

further noted FINRA’s statement ‘‘that it 

would file a rule change to increase its 

member fees with the filing of any 

proposed rule change to effectuate the 

Funding Model.’’ 41 The instant 

proposed rule change to adopt 

Historical CAT Cost Recovery 

Assessment 1 represents such a fee with 

respect to Historical CAT Costs 1. 

Without a mechanism to recover its 

CAT costs, FINRA, which is unique 

among the Participants as a not-forprofit, national securities association, 

would not be able to effectively sustain 

its regulatory mission. Thus, consistent 

with the cost allocation framework put 

in place by the SEC-approved CAT 

Funding Model, whereby CEBBs and 

CEBSs share equal responsibility for the 

costs assessed directly to Industry 

Members based on their transactions in 

Eligible Securities, FINRA is seeking to 

recoup its designated portion of 

Historical CAT Costs 1 in a like manner 

that is fair, reasonable, and equitably 

allocated among FINRA’s member firms 

in their capacity as CAT Executing 

Brokers. 

Historical CAT Cost Recovery 

Assessment 1 is designed to recover 

FINRA’s portion of Historical CAT Costs 

1 incurred by CAT LLC associated with 

the development, implementation, and 

operation of the CAT system under the 

CAT NMS Plan. Thus, Historical CAT 

Cost Recovery Assessment 1 also is 

designed to support FINRA’s efforts to 

align its operating expenses with its 

operating revenues, target break-even 

cash flows, and continue to responsibly 

manage expenses driven by mandatory 

initiatives, like the CAT NMS Plan, in 

a manner consistent with FINRA’s 

public Financial Guiding Principles.42

FINRA’s approach in determining 

Historical CAT Cost Recovery Fee Rate 

1, which is generally consistent with the 

approach provided for under the SECapproved CAT Funding Model, is also 

reasonable and consistent with the 

Exchange Act. Specifically, similar to 

the CAT cost assessment methodology 

approved by the Commission, FINRA 

proposes to allocate equally among 

member CEBBs and CEBSs the portion 

of Participants’ one-third share of 

Historical CAT Costs 1 previously paid 

by FINRA.43 FINRA proposes to 


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44See supra note 43. 

45See supra note 26 and accompanying text. 

46See supra note 27. 

47 15 U.S.C. 78o–3(b)(9). 

48See CAT Funding Model Approval Order, 88 

FR 62628, 62678–86. 

49See supra note 48. 

50See also File No. SR–FINRA–2024–013. 

51For the twelve months from June 1, 2023, 

through May 31, 2024, approximately 1.25 trillion 

shares of NMS stocks were reported to the TRF, and 

Continued 

determine Historical CAT Cost Recovery 

Fee Rate 1 by dividing the portion of 

Historical Fee Rate 1 assessed to the 

Participants under the CAT Funding 

Model, i.e., $0.00001331656564357646 

per executed equivalent share, by two 

and rounding to six decimal places such 

that member CEBBs and CEBSs would 

each be subject to an equal fee, i.e., 

$0.000007 per executed equivalent 

share, for each transaction in Eligible 

Securities executed otherwise than on 

an exchange. Therefore, for each month 

that Historical CAT Cost Recovery 

Assessment 1 is in effect, member 

CEBBs and CEBSs will pay a fee to 

FINRA based on the same transactions 

used to determine fees payable by 

CEBBs and CEBSs to CAT LLC under 

Historical CAT Assessment 1 for offexchange transactions. FINRA believes 

that this approach is reasonable in that, 

as is the case with the SEC-approved 

CAT Funding Model, it apportions the 

assessed fee for members equally 

between the CAT Executing Broker for 

the buyer and the seller.44

FINRA believes that it is reasonable, 

appropriate, and consistent with the 

Exchange Act to determine Historical 

CAT Cost Recovery Assessment 1 by 

dividing Historical CAT Assessment 1, 

i.e., $0.000013 per executed equivalent 

share, by two and round to six decimal 

places which equals $0.000007 such 

that member CEBBs and CEBSs would 

each be subject to an equal fee of 

$0.000007 per executed equivalent 

share.45 As discussed above, equally 

apportioning the fee between the CEBBs 

and CEBSs is consistent with the 

approach to apportioning costs between 

Executing Brokers under the SECapproved CAT Funding Model. In 

addition, FINRA believes it is 

reasonable and appropriate at this time 

to divide Historical CAT Assessment 1 

by two and round the Historical CAT 

Cost Recovery Assessment 1 fee rate to 

six decimal places. As noted above and 

in File No. SR–FINRA–2024–013, CAT 

LLC determined to use six decimal 

places for the Historical CAT 

Assessment 1 fee rate to balance the 

accuracy of the calculation with the 

potential systems and other 

impracticalities of using additional 

decimal places in the calculation. 

FINRA likewise believes that it is 

appropriate at this time to use six 

decimal places to maintain consistency 

with the approach determined by CAT 

LLC, to which members have been 

testing since earlier this year, which 

should reduce potential complexity in 

connection with the fee and billing 

structure for Historical CAT Cost 

Recovery Assessment 1. 

From June 2023 through May 2024, 

the average monthly executed 

equivalent share volume in Eligible 

Securities where FINRA is the relevant 

Participant was approximately 104.7 

billion shares. Assuming similar trading 

volumes, under Historical CAT Cost 

Recovery Assessment 1, FINRA would 

recover its portion of the Participants’ 

assessed share of Historical CAT Costs 

1 within approximately four months.46

Given the relatively modest fee rate and 

amount to be recovered, the expected 

four-month recovery period is fair, 

reasonable, and equitable, and will 

allow FINRA to recover its costs in a 

relatively short timeframe without 

imposing significant additional 

financial or compliance burdens on 

members. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

FINRA does not believe that the 

proposed rule change will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. Section 

15A(b)(9) of the Act 47 requires that 

FINRA’s rules not impose any burden 

on competition that is not necessary or 

appropriate in furtherance of the 

purpose of the Exchange Act. FINRA 

notes that Historical CAT Cost Recovery 

Assessment 1 is designed to assist 

FINRA in meeting its regulatory 

obligations pursuant to the Plan. 

Furthermore, in approving the CAT 

Funding Model, the SEC analyzed the 

potential competitive impact of the CAT 

Funding Model, including competitive 

issues related to market services, trading 

services and regulatory services, 

efficiency concerns, and capital 

formation.48 The SEC also analyzed the 

potential effect of CAT fees calculated 

pursuant to the CAT Funding Model on 

affected categories of market 

participants, including Participants 

(including exchanges and FINRA), 

Industry Members (including 

subcategories of Industry Members, 

such as alternative trading systems, CAT 

Executing Brokers and market makers), 

and investors generally, and considered 

market effects related to equities and 

options, among other things.49 Based on 

this analysis, the SEC approved the CAT 

Funding Model as compliant with the 

Exchange Act. The Historical CAT Cost 

Recovery Assessment 1 fee framework is 

generally consistent with the fee 

framework of the CAT Funding Model, 

as approved by the SEC. 

As discussed in File No. SR–FINRA– 

2024–013, each of the inputs into the 

calculation of Historical CAT 

Assessment 1 is reasonable and the 

resulting fee rate for Historical CAT 

Assessment 1 is reasonable. Therefore, 

Historical CAT Cost Recovery 

Assessment 1, for these same reasons, is 

reasonable and would not impose any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purpose of the Exchange Act. 

Economic Impact Assessment 

Based on the regulatory need 

discussed above, FINRA has undertaken 

an economic impact assessment, as set 

forth below, to analyze the potential 

economic impacts of the proposed rule 

change, including potential costs, 

benefits, and distributional and 

competitive effects, relative to the 

current baseline. 

Regulatory Need 

As discussed above under the 

‘‘FINRA’s Designated Portion of 

Historical CAT Costs 1’’ section, FINRA 

is filing a proposed rule change to 

establish Historical CAT Cost Recovery 

Assessment 1 to recover its designated 

portion of the Participants’ share of 

Historical CAT Costs 1. FINRA intends 

that the fee framework and timeline for 

Historical CAT Cost Recovery 

Assessment 1 generally correspond to 

the fee framework and timeline put in 

place by CAT LLC with respect to 

Historical CAT Costs 1, as provided for 

in File No. SR–FINRA–2024–013 and as 

discussed above. 

Economic Baseline 

Also, as discussed above under the 

‘‘FINRA’s Designated Portion of 

Historical CAT Costs 1’’ section, FINRA 

arrived at the fee rate for Historical CAT 

Cost Recovery Assessment 1 by dividing 

by two the fee rate assessed to the 

Participants in connection with the 

implementation of Historical CAT Costs 

1, i.e., $0.000013 per executed 

equivalent share, and rounding the 

result to six decimal places.50

For the twelve months from June 1, 

2023, through May 31, 2024, based on 

transactions reported to a FINRA TRF or 

to the ORF, there were 896 firm MPIDs 

that executed at least one purchase or 

sale of an equivalent share of an Eligible 

Security.51 The top 50 MPIDs by 


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approximately 1.16 trillion shares of OTC Equity 

Securities were reported to ORF. Given that each 

executed share for a transaction in an OTC Equity 

Security is counted as 0.01 equivalent share, FINRA 

estimates that the executed equivalent share volume 

for NMS stocks and OTC Equity Securities reported 

to a FINRA equity trade reporting facility in that 

twelve-month period is approximately 1.26 trillion 

shares. Dividing that figure by twelve provides the 

average monthly executed equivalent share volume 

of approximately 104.7 billion shares. 

52See CAT Funding Model Approval Order, 88 

FR 62628; See also File No. SR–FINRA–2024–013. 

53See File No. SR–FINRA–2024–013. 

54See supra note 52 at 62684. 

55 15 U.S.C. 78s(b)(3)(A)(ii). 

56 17 CFR 240.19b–4(f)(2). 57 17 CFR 200.30–3(a)(12). 

reported executed equivalent share 

volume bought and/or sold 

2,161,308,428,108 equivalent shares, or 

85.08% of total shares bought and/or 

sold. 

Economic Impacts 

FINRA’s proposal to recover its 

designated portion of the Participants’ 

share of Historical CAT Costs 1 applies 

an approach generally consistent with 

the CAT Funding Model as approved by 

the SEC in that it assesses half of the fee 

rate that is assessed to FINRA under 

Historical CAT Assessment 1 (rounded 

to six decimal places) to each of the 

CEBB and CEBS for transactions where 

FINRA is the relevant Participant.52

With regard to off-exchange transactions 

in Eligible Securities, generally the same 

members that will be assessed Historical 

CAT Cost Recovery Assessment 1 will 

also be assessed Historical CAT 

Assessment 1. Therefore, FINRA’s 

proposed approach in recovering its 

designated portion of Historical CAT 

Costs 1 should reduce potential 

complexity in connection with the fee 

and billing structure for Historical CAT 

Cost Recovery Assessment 1. The 

recovery period for FINRA’s portion of 

the share of Historical CAT Costs 1 is 

expected to be four months, which is 

shorter than the Historical Recovery 

Period for the two-thirds portion of 

Historical CAT Costs 1 assessed to 

Industry Members.53

Where CEBBs and CEBSs choose to 

pass Historical CAT Cost Recovery 

Assessment 1 on to customers, some 

customers could attempt to avoid 

incurring this temporary cost by 

delaying trades until after FINRA’s 

contribution to the Participants’ share of 

Historical CAT Costs 1 is paid. FINRA 

believes this is an unlikely outcome 

because this fee is only one part of a 

trader’s decision regarding whether and 

where to trade. In addition, as the 

Historical CAT Cost Recovery 

Assessment 1 recovery period is 

dependent on the level of trading 

activity, delaying trading may only 

serve to lengthen the recovery period. 

However, traders that do trade during 

the recovery period may incur relatively 

more costs than those that trade after the 

recovery period has ended. 

As the SEC noted in approving the 

revised CAT Funding Model, if FINRA 

passes on its portion of the CAT fee 

allocation to its member firms and 

exchanges choose not to pass through 

their CAT fee allocations to their 

members, the cost to transact offexchange may increase relative to 

executing on an exchange, potentially 

giving exchanges a competitive 

advantage.54 However, we do not know 

whether or to what extent (or how) the 

exchanges may seek to recover their 

portion of the Historical CAT Costs 1, 

and we do not know whether or to what 

extent member firms will choose to pass 

through exchange-incurred CAT fees to 

customers. We also note that FINRA 

members remain subject to regulatory 

obligations, such as best execution 

obligations, with respect to their order 

routing decisions. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

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)(ii) of the Exchange Act 55

and Rule 19b–4(f)(2) thereunder,56

because it establishes or changes a due, 

or fee. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend the rule change if 

it appears to the Commission that the 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or would otherwise further 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

FINRA–2024–014 on the subject line. 

Paper Comments 

• 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–FINRA–2024–014. 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 (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of 

FINRA. 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–FINRA–2024–014 and 

should be submitted on or before 

October 15, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.57

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–21625 Filed 9–20–24; 8:45 am] 

BILLING CODE 8011–01–P 


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