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###### Securities and Exchange Commission

          - [Release No. 34-101408; File No. SR-NYSE-2024-65]

                    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 10, 2024, New York Stock Exchange LLC (“NYSE” or the “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.                

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

                    The Exchange proposes to amend its Price List to modify two adding tiers for Midpoint Passive Liquidity (“MPL”) Orders that add liquidity to the Exchange. The proposed rule change is available on the Exchange's website at                     *www.nyse.com,*                     at the principal office of the Exchange, 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, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements.

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

#### 1. Purpose

The Exchange proposes to amend its Price List to modify two adding tiers for MPL Orders that add liquidity to the Exchange.

The proposed changes respond to the current competitive environment where order flow providers have a choice of where to direct liquidity-providing orders by offering further incentives for member organizations to send additional displayed liquidity to the Exchange.

                    The Exchange proposes to implement the fee changes effective October 10, 2024.[3] 

#### Background

#### Current Market and Competitive Environment

                    The Exchange operates in a highly competitive market. The Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. In Regulation NMS, the Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the market system “has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.” [4] 

                    While Regulation NMS has enhanced competition, it has also fostered a “fragmented” market structure where trading in a single stock can occur across multiple trading centers. When multiple trading centers compete for order flow in the same stock, the Commission has recognized that “such competition can lead to the fragmentation of order flow in that stock.” [5]                                          Indeed, cash equity trading is currently dispersed across 16 exchanges,[6]                                          numerous alternative trading systems,[7]                                          and broker-dealer internalizers and wholesalers, all competing for order flow. Based on publicly-available information, no                           ( print page 86071)                        single exchange currently has more than 20% market share.[8]                                          Therefore, no exchange possesses significant pricing power in the execution of cash equity order flow. More specifically, the Exchange's share of executed volume of equity trades in Tapes A, B and C securities is less than 12%.[9] 

The Exchange believes that the ever-shifting market share among the exchanges from month to month demonstrates that market participants can move order flow, or discontinue or reduce use of certain categories of products. While it is not possible to know a firm's reason for shifting order flow, the Exchange believes that one such reason is because of fee changes at any of the registered exchanges or non-exchange venues to which the firm routes order flow. Accordingly, competitive forces compel the Exchange to use exchange transaction fees and credits because market participants can readily trade on competing venues if they deem pricing levels at those other venues to be more favorable.

In response to this competitive environment, the Exchange has established incentives for member organizations who submit orders that provide liquidity on the Exchange in MPL Orders. The proposed fee change is designed to enhance incentives to member organizations to submit additional such liquidity to the Exchange.

#### Proposed Rule Change

                    An MPL Order is defined in Rule 7.31 as a Limit Order that is not displayed and does not route, with a working price at the midpoint of the PBBO.[10] 

Currently, the Exchange offers tiered credits, among others, of $0.0029 and $0.0030, respectively, for member organizations that have an average daily trading volume (“ADV”) that adds liquidity to the Exchange during the billing month (“Adding ADV”) in MPL Orders of at least 25 million shares and 30 million shares, respectively, excluding any liquidity added by a Designated Market Maker (“DMM”).

The Exchange proposes to modify these adding tier credits for MPL Orders, as follows.

First, the Exchange would raise the $0.0029 credit to $0.0030. The Exchange would also lower the ADV requirement from 25 million shares to 20 million shares. As proposed, the tier would offer a $0.0030 credit for member organizations that have an Adding ADV in MPL Orders of 20 million shares, excluding any liquidity added by a DMM.

Second, the Exchange would raise the other tiered credit of $0.0030 to $0.0031. The Exchange would also lower the ADV requirement from 30 million shares to 25 million shares. As proposed, this tier would offer a $0.0031 credit for member organizations that have an Adding ADV in MPL Orders of at least 25 million shares, excluding any liquidity added by a DMM.

In both instances, the Exchange believes that modifying the amount of the credit and the minimum share requirement would incentivize member organizations to trade on the Exchange in MPL Orders. Specifically, the Exchange believes that increasing the credits and lowering volume requirements would enable more member organizations with high volumes of Adding ADV in MPL Orders to qualify for the respective tiers, especially in high volume months.

The purpose of the proposed change is to provide additional incentives for member organizations to qualify for higher credits for MPL Orders that add liquidity to the Exchange by lowering the minimum volume requirement. The Exchange believes that the proposal would thereby increase liquidity providing MPL Orders, which in turn would support the quality of price discovery on the Exchange and provide additional price improvement opportunities for incoming orders that take liquidity. The Exchange believes that by correlating the amount of credits to the level of MPL Orders that add liquidity sent by a member organization, the Exchange's fee structure would incentivize member organizations to submit more MPL Orders that add liquidity to the Exchange, thereby increasing the potential for price improvement and execution opportunities to incoming marketable orders submitted to the Exchange.

As noted above, the Exchange operates in a competitive and fragmented market environment, particularly as it relates to attracting non-marketable orders, which add liquidity to the Exchange. Based on the profile of liquidity-adding firms generally, the Exchange believes that additional member organizations could qualify for these tiers if they choose to direct order flow to the Exchange. However, without having a view of member organization's activity on other exchanges and off-exchange venues, the Exchange has no way of knowing whether the proposed rule change would result in any member organization directing MPL Orders to the Exchange in order to qualify for a new proposed tier.

The proposed changes are not otherwise intended to address other issues, and the Exchange is not aware of any significant problems that market participants would have in complying with the proposed changes.

#### 2. Statutory Basis

                    The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,[11]                                          in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act,[12]                                          in particular, because it provides for the equitable allocation of reasonable dues, fees, and other charges among its members, issuers and other persons using its facilities and does not unfairly discriminate between customers, issuers, brokers or dealers.                

                    As discussed above, the Exchange operates in a highly competitive market. The Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. In Regulation NMS, the Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the market system “has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.” [13]                                          While Regulation NMS has enhanced competition, it has also fostered a “fragmented” market structure where trading in a single stock can occur across multiple trading centers. When multiple trading centers compete for order flow in the same stock, the Commission has recognized that “such competition can lead to the fragmentation of order flow in that stock.” [14] 

#### The Proposed Change Is Reasonable

                    The proposed modifications to two of the Adding Tiers for MPL Orders are reasonable because they provide additional incentives for member organizations to qualify for higher credits for adding liquidity in MPL Orders by lowering the minimum volume requirement, thereby                           ( print page 86072)                        encouraging the submission of additional liquidity to a national securities exchange. As noted, the Exchange believes that the proposed enhancements would enable more member organizations to add liquidity in MPL Orders. Submission of additional liquidity to the Exchange would promote price discovery and transparency and enhance order execution opportunities for member organizations from the substantial amounts of liquidity present on the Exchange. All member organizations benefit from the greater amounts of liquidity that will be present on the Exchange, which provides greater execution opportunities.                

#### The Proposal Is an Equitable Allocation of Fees

The Exchange believes the proposal equitably allocates its fees among its market participants. By providing additional incentives for member organizations to qualify for an adding credit, the proposal would continue to encourage member organizations to send orders that provide liquidity to the Exchange, thereby contributing to robust levels of liquidity, which benefits all market participants, and promoting price discovery and transparency. The proposal would also enhance order execution opportunities for member organizations from the substantial amounts of liquidity present on the Exchange. All member organizations would benefit from the greater amounts of liquidity that will be present on the Exchange, which would provide greater execution opportunities and additional price improvement opportunities for incoming orders. The Exchange believes that by offering higher credits correlated to lower volumes of Adding ADV in MPL Orders, more member organizations will be able to choose to route their liquidity-providing orders to the Exchange to qualify for the proposed credits. As previously noted, based on the profile of liquidity-providing member organizations generally, the Exchange believes additional member organizations could qualify for the proposed credits if they choose to direct order flow to the Exchange. Additional liquidity-providing orders benefits all market participants because it provides greater execution opportunities on the Exchange.

#### The Proposal Is Not Unfairly Discriminatory

The Exchange believes its proposal is not unfairly discriminatory because the proposal would be provided on an equal basis to all member organizations that add liquidity, who would all be eligible for the same credits on an equal basis. Accordingly, no member organization already operating on the Exchange would be disadvantaged by this allocation of fees. Further, as noted, the Exchange believes the proposal would provide an incentive for member organizations to continue to send orders that provide liquidity to the Exchange, to the benefit of all market participants.

For the foregoing reasons, the Exchange believes that the proposal is consistent with the Act.

### B. Self-Regulatory Organization's Statement on Burden on Competition

                    In accordance with Section 6(b)(8) of the Act,[15]                                          the Exchange believes that the proposed rule change would not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. Instead, as discussed above, the Exchange believes that the proposed changes would encourage the submission of additional liquidity to a public exchange, thereby promoting market depth, price discovery and transparency and enhancing order execution opportunities for member organizations. As a result, the Exchange believes that the proposed change furthers the Commission's goal in adopting Regulation NMS of fostering integrated competition among orders, which promotes “more efficient pricing of individual stocks for all types of orders, large and small.” [16] 

*Intramarket Competition.*                     The proposed change is designed to attract additional order flow to the Exchange. The Exchange believes that the proposed changes would continue to incentivize market participants to direct order flow to the Exchange. Greater liquidity benefits all market participants on the Exchange by providing more trading opportunities and encourages member organizations to send orders, thereby contributing to robust levels of liquidity, which benefits all market participants on the Exchange. The proposed credits would be available to all similarly-situated market participants, and, as such, the proposed change would not impose a disparate burden on competition among market participants on the Exchange. As noted, the proposal would apply to all similarly situated member organizations on the same and equal terms, who would benefit from the changes on the same basis. Accordingly, the proposed change would not impose a disparate burden on competition among market participants on the Exchange.                

*Intermarket Competition.*                     The Exchange operates in a highly competitive market in which market participants can readily choose to send their orders to other exchange and off-exchange venues if they deem fee levels at those other venues to be more favorable. In such an environment, the Exchange must continually adjust its fees and rebates to remain competitive with other exchanges and with off-exchange venues. Because competitors are free to modify their own fees and credits in response, and because market participants may readily adjust their order routing practices, the Exchange does not believe its proposed fee change can impose any burden on intermarket competition.                

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

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

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

                    Pursuant to Section 19(b)(3)(A)(ii) of the Act,[17]                                          and Rule 19b-4(f)(2) thereunder [18]                                          the Exchange has designated this proposal as establishing or changing a due, fee, or other charge imposed on any person, whether or not the person is a member of the self-regulatory organization, which renders the proposed rule change effective upon filing. 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

    - 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-NYSE-2024-65 on the subject line.                           ( print page 86073)      

### 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-NYSE-2024-65. 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 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-NYSE-2024-65, and should be submitted on or before November 19, 2024.                

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[19] 

Sherry R. Haywood,

Assistant Secretary.

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             17 CFR 240.19b-4.                    
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3.                             The Exchange originally filed to amend the Fee Schedule on October 1, 2024 (SR-NYSE-2024-62). SR-NYSE-2024-62 was subsequently withdrawn and replaced by this filing.                    
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4.                                                     *See*                         Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (File No. S7-10-04) (Final Rule) (“Regulation NMS”).                    
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5.                                                     *See*                         Securities Exchange Act Release No. 61358, 75 FR 3594, 3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on Equity Market Structure).                    
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6.                                                     *See*                         Cboe U.S Equities Market Volume Summary, available at                         *https://markets.cboe.com/​us/​equities/​market_​share*.                         *See generally https://www.sec.gov/​fast-answers/​divisionsmarketregmrexchangesshtml.html*.                    
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7.                                                     *See*                         FINRA ATS Transparency Data, available at                         *https://otctransparency.finra.org/​otctransparency/​AtsIssueData*. A list of alternative trading systems registered with the Commission is                         *available at https://www.sec.gov/​foia/​docs/​atslist.htm*.                    
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8.                                                     *See*                         Cboe Global Markets U.S. Equities Market Volume Summary, available at                         *https://markets.cboe.com/​us/​equities/​market_​share/​*.                    
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9.                                                     *See id.*
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10.                                                     *See*                         Rule 7.31(d)(3). Limit Order is defined in Rule 7.31(a)(2).                    
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11.                             15 U.S.C. 78f(b).                    
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12.                             15 U.S.C. 78f(b)(4) & (5).                    
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13.                                                     *See*                         Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37495, 37499 (June 29, 2005) (S7-10-04) (Final Rule) (“Regulation NMS”).                    
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14.                                                     *See*                         Securities Exchange Act Release No. 61358, 75 FR 3594, 3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on Equity Market Structure).                    
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15.                             15 U.S.C. 78f(b)(8).                    
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16.                                                     *See*                         Regulation NMS, 70 FR at 37498-99.                    
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17.                             15 U.S.C. 78s(b)(3)(A)(ii).                    
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18.                             17 CFR 240.19b-4.                    
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19.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. 2024-25048 Filed 10-28-24; 8:45 am]

BILLING CODE 8011-01-P