100570 Federal Register / Vol. 89, No. 239 / Thursday, December 12, 2024 / Notices 

21 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4 15 U.S.C. 78c(a)(39). 

5See FINRA Regulatory Notice 09–19 

(‘‘Amendments to FINRA Rule 9520 Series to 

Establish Procedures Applicable to Firms and 

Associated Persons Subject to Certain Statutory 

Disqualifications’’). 

6 17 CFR 240.19h–1. 

statutory disqualification. For this 

reason, the Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest. 

Therefore, the Commission hereby 

waives the operative delay and 

designates the proposal operative 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. 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– 

NYSE–2024–77 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–NYSE–2024–77. 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–2024–77 and should be 

submitted on or before January 2, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–29150 Filed 12–11–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101833; File No. SR– 

NYSENAT–2024–32] 

Self-Regulatory Organizations; NYSE 

National, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Rule 2.4(a) 

December 6, 2024. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on December 

3, 2024, NYSE National, Inc. (‘‘NYSE 

National’’ or the ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been substantially prepared by the selfregulatory organization. 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 

Rule 2.4(a) to add clarity to the process 

for a broker-dealer to become an ETP 

Holder or remain an ETP Holder on the 

Exchange notwithstanding the existence 

of a statutory disqualification. 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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

Rule 2.4(a) to add clarity to the process 

for a broker-dealer to become an ETP 

Holder or remain an ETP Holder on the 

Exchange notwithstanding the existence 

of a statutory disqualification. 

Background and Proposed Rule Filing 

Section 3(a)(39) of the Act defines the 

term ‘‘statutory disqualification’’ and 

the circumstances that can cause a 

person (either a Member, or a person 

associated with a Member) to be subject 

to a statutory disqualification.4 Absent 

relief, a statutory disqualification would 

preclude a broker-dealer or person 

associated with a broker-dealer from 

certain activities, including membership 

in a self-regulatory organization 

(‘‘SRO’’). 

There is, however, a well-established 

process through which a broker-dealer 

(or a person associated with a brokerdealer) may continue to operate in the 

securities industry (and either become a 

member of, or continue as a member of, 

one or more SROs) despite being subject 

to a statutory disqualification.5 In 

particular, SEC Rule 19h–1 6 describes 

several ways an SRO may seek relief for 

a member (or prospective member) that 

is subject to a statutory disqualification, 

including whether an SRO must file a 

notice with the Commission in order to 

allow the disqualified firm to become or 

continue as a member with the SRO (a 

‘‘19h–1 Notice’’). A 19h–1 Notice does 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 239 / Thursday, December 12, 2024 / Notices 100571 

7 Id. at (a)(3). 

8See Rule 2.4(a)(2). 

9The processing of new membership applications 

at the Exchange includes statutory disqualification 

disclosures and background investigations of 

prospective ETP Holders and persons associated 

with an ETP Holder. Review, assessment, and 

processing of these membership applications has 

been conducted on behalf of the Exchange by 

FINRA pursuant to a regulatory services agreement. 

10See Cboe EDGX Exchange, Inc. (‘‘Cboe EDGX’’) 

Rule 2.5(a) & Interpretation and Policies .04; Cboe 

BZX Exchange, Inc. (‘‘Cboe BZX’’) Rule 2.5(a) & 

Interpretation and Policies .04; Cboe BYX 

Exchange, Inc. (‘‘Cboe BYX’’) Rule 2.5(a) & 

Interpretation and Policies .04; Cboe EDGA 

Exchange, Inc. (‘‘Cboe EDGA’’) Rule 2.5(a) & 

Interpretation and Policies .04; and BOX Options 

Exchange LLC (‘‘BOX’’) Rule 2040(a) & IM–2040– 

08. 

11See Securities Exchange Act Release No. 78449 

(August 1, 2016), 81 FR 51947 (August 5, 2016) 

(SR–BOX–2016–26); Securities Exchange Act 

Release No. 79229 (November 3, 2016), 81 FR 78875 

(November 9, 2016) (SR–BatsBZX–2016–67); 

Securities Exchange Act Release No. 79233 

(November 3, 2016), 81 FR 78869 (November 9, 

2016) (SR–BatsBYX–2016–28); Securities Exchange 

Act Release No. 79234 (November 3, 2016), 81 FR 

78867 (November 9, 2016) (SR–BatsEDGA–2016– 

23); Securities Exchange Act Release No. 79236 

(November 3, 2016), 81 FR 78878 (November 9, 

2016) (SR–BatsEDGX2016–59). 

12The 2016 rule filings also added some other 

conditions for eligibility for exchange membership 

such as adding a restriction that members must 

meet any condition the exchange placed on such 

member, which the Exchange believes are 

adequately addressed in other Exchange rules. See, 

e.g., Rule 2.2 (Obligations of ETP Holders and the 

Exchange); Rule 2.3 (ETP Holder Eligibility); and 

Rule 2.4 (Restrictions). Moreover, the Rule 10.9520 

Series sets forth procedures for an Associated 

Person (defined in Rule 1.1(x)) to become or remain 

associated with an ETP Holder notwithstanding the 

existence of a statutory disqualification as defined 

in Section 3(a)(39) of the Act, and for a current ETP 

Holder or Associated Person to obtain relief from 

the eligibility or qualification requirements of the 

Exchange’s Rules, referred to in the Rule as 

‘‘eligibility proceedings.’’ 

13The proposed changes mirror the language in 

the following rules: BOX Rule 2040(a) and IM– 

2040–08; Cboe BZX Rule 2.5(a) and Interpretation 

and Policies .04; Cboe BYX Rule 2.5(a) and 

Interpretation and Policies .04; Cboe EDGA Rule 

2.5(a) and Interpretation and Policies .04; and Cboe 

EDGX Rule 2.5(a) and Interpretation and Policies 

.04. 

14See the list of disqualifying events in Section 

3(a)(39) of the Act, 15 U.S.C. 78c(a)(39). 

not, for instance, need to be filed by an 

SRO if the firm subject to a statutory 

disqualification is a member of at least 

one other SRO, and that SRO intends to 

file a 19h–1 Notice for the firm.7

Rule 2.4 (Restrictions) sets forth 

restrictions on persons becoming ETP 

Holders or continuing as ETP Holders, 

and provides that no person may 

become an ETP Holder or continue as an 

ETP Holder in any capacity on the 

Exchange unless, among other things, 

such person is not subject to a statutory 

disqualification, except that a person 

may become an ETP Holder or continue 

as an ETP Holder where, pursuant to 

Rules 19d–1, 19d–2, 19d–3 and 19h–1 

of the Exchange Act, the Commission 

has issued an order providing relief 

from such a disqualification and 

permitting such a person to become an 

ETP Holder.8

Recently, a non-member broker-dealer 

firm subject to a statutory 

disqualification that is currently under 

review by the Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) 

applied for Exchange membership.9

In reviewing this application, the 

Exchange determined that this situation 

is not explicitly addressed in its rules as 

it is in the rules of other exchanges.10

Specifically, BOX, Cboe BZX, Cboe 

BYX, Cboe EDGX, and Cboe EDGA each 

amended their respective rules in 2016 

to provide more clarity as to the 

authority of each exchange to determine 

whether to admit a prospective member 

that is subject to a statutory 

disqualification.11 The 2016 rule change 

filings of these exchanges also amended 

several other aspects of their application 

procedures, but the Exchange only seeks 

to harmonize its rules insofar as they 

apply to ETP Holders and prospective 

ETP Holders (and associated person of 

ETP Holders) that are subject to a 

statutory disqualification in order to 

address the membership application 

described herein.12

The Exchange accordingly proposes to 

align its rule with these other exchanges 

specifically with respect to the process 

of assessing an applicant for 

membership that is subject to a statutory 

disqualification.13 As discussed below, 

the Exchange is making the proposed 

rule changes and seeks waiver of the 30- 

day operative delay in order to address 

an unusual and time sensitive situation 

in which a firm subject to a statutory 

disqualification seeks to become an 

Exchange ETP Holder during the 

pendency of the process by which the 

firm is seeking relief from the statutory 

disqualification. 

To effectuate these changes, the 

Exchange proposes to add Commentary 

.01 to Rule 2.4 to provide that the 

Exchange could approve an applicant 

for membership (or association with a 

member) that is subject to a statutory 

disqualification when a proceeding is 

pending before another SRO to 

determine whether to permit an ETP 

Holder or associated person of an ETP 

Holder to become or continue 

membership or association 

notwithstanding a statutory 

disqualification. This provision, which 

is consistent with SEC Rule 19h–1(a)(3), 

would provide as follows (additional 

italicized): 

.01 Statutory Disqualification 

Proceedings Pending Before Another 

SRO. The Exchange may waive the 

provisions of Rule 2.4(a)(2) when a 

proceeding is pending before another 

self-regulatory organization to 

determine whether to permit a member 

or associated person of a member to 

become or continue membership or 

association notwithstanding a statutory 

disqualification. In the event the 

Exchange determines to waive the 

provisions of Rule 2.4(a)(2) with respect 

to an existing or prospective ETP Holder 

or associated person of an existing or 

prospective ETP Holder, the Exchange 

shall determine whether it will concur 

in any Exchange Act Rule 19h–1 filing 

made by another self-regulatory 

organization with respect to the ETP 

Holder or associated person. 

This Commentary is substantively 

identical to IM–2040–8 to BOX Rule 

2040 and Interpretation and Policies .04 

to Cboe BZX, BYX, EDGX, and EDGA 

Rules 2.5, except for language clarifying 

that the new supplementary material 

would apply to both prospective and 

existing Exchange Members. 

The Exchange also proposes 

conforming amendments to Rule 2.4(a) 

to add the clause ‘‘except as otherwise 

permitted by the Exchange,’’ and to 

delete the clause in Rule 2.4(a)(2) 

providing that a person subject to 

statutory disqualification may become 

an ETP Holder or continue as an ETP 

Holder where, pursuant to Rules 19d–1, 

19d–2, 19d–3 and 19h–1 of the Act, the 

Commission has issued an order 

providing relief from such a 

disqualification and permitting such a 

person to become an ETP Holder since, 

as noted above, not every statutory 

disqualification requires an SRO to 

make a filing under Rule 19h–1 of the 

Act and not all filings require a 

Commission order.14 As proposed, Rule 

2.4(a)(2) would read ‘‘No person may 

become an ETP Holder or continue as an 

ETP Holder in any capacity on the 

Exchange unless such person is not 

subject to a statutory disqualification, 

except as otherwise permitted by the 

Exchange.’’ The proposed language is 

based on the rules of the Exchange’s 

affiliates the New York Stock Exchange 

LLC (‘‘NYSE’’) and NYSE American LLC 

(‘‘NYSE American’’), specifically NYSE 

Rule 346 (Statutory Disqualification— 

Association of Member Organizations, 

and Persons Associated With Member 

Organizations) and NYSE American 

Rule 342 (Association of Members, 

Member Organizations, and Persons 

Associated With Member 

Organizations), and is also substantively 

identical to BOX Rule 2040(a)(3) and 

Cboe BZX, BYX, EDGX, and EDGA 

Rules 2.5(a)(3). 


ddrumheller on DSK120RN23PROD with NOTICES1
100572 Federal Register / Vol. 89, No. 239 / Thursday, December 12, 2024 / Notices 

15 15 U.S.C. 78f(b)(5). 16See note 12, supra. 17The Exchange determined that the procedures 

for persons aggrieved by adverse action by the 

Exchange, including but not limited to those 

persons who have been denied an ETP, were 

inadvertently deleted when the Exchange was 

relaunched in 2018. The Exchange will correct this 

oversight by promptly making an appropriate rule 

filing with the Commission. 

18 15 U.S.C. 78f(b). 

19 15 U.S.C. 78f(b)(5). 

20 15 U.S.C. 78s(b)(3)(A). 

21 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. NYSE National 

has satisfied this requirement. 

22 17 CFR 240.19b–4(f)(6). 

23 17 CFR 240.19b–4(f)(6)(iii). 

The Exchange believes that the 

proposed rule change would 

appropriately align its rules with the 

Commission’s rules regarding statutory 

disqualifications and harmonize the 

Exchange’s process with several other 

SROs. The Exchange notes that in 

assessing the statutory disqualification 

of an ETP Holder or prospective ETP 

Holder, it must act consistent with the 

protection of investors and in the public 

interest and cannot unfairly 

discriminate against ETP Holders or 

prospective ETP Holders.15 Moreover, 

as noted above, an ETP Holder can seek 

relief from the Exchange’s eligibility or 

qualification requirements pursuant to 

the Rule 10.9520 Series.16 In addition, 

any prospective ETP Holder that has 

been denied membership in the 

Exchange or barred from becoming 

associated with an ETP Holder is 

entitled to certain due process pursuant 

to Rule 2.5(d), which includes, but is 

not limited to, potential review by the 

Commission.17

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the Act 18

in general, and furthers the objectives of 

Section 6(b)(5),19 in particular, because 

it is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

facilitating transactions in securities, to 

remove impediments to, and perfect the 

mechanism of, a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. 

The Exchange believes that the 

proposed rule change would better align 

the Exchange’s rules with the 

Commission’s rules regarding statutory 

disqualifications and enable a consistent 

process across the Exchange and several 

other SROs to make appropriate filings 

with respect to persons subject to a 

statutory disqualification, thereby 

protecting investors and the public 

interest by providing more clarity and 

consistency with respect to the process 

of seeking relief from a statutory 

disqualification and in general enabling 

the Exchange to more efficiently 

administer membership applications 

involving statutory disqualifications. 

The Exchange further believes that the 

proposed change would remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system and, in 

general, protect investors and the public 

interest, and add clarity, transparency 

and consistency to the Exchange’s 

disciplinary rules. The Exchange 

believes that market participants would 

benefit from the increased clarity, 

thereby reducing potential confusion. 

The Exchange also believes is it 

reasonable to remove the references to 

Rules 19d–1, 19d–2, 19d–3, and 19h–1, 

as well as the language regarding a 

Commission order providing relief from 

a statutory disqualification from Rule 

2.4(a)(2) because, as discussed above, 

not every statutory disqualification 

requires an SRO to make a filing 

pursuant to Commission Rule 19h–1 to 

allow an ETP Holder or person 

associated with an ETP Holder to 

continue working in the securities 

industry notwithstanding a statutory 

disqualification, and not every filing 

pursuant to Rule 19h–1 requires a 

Commission order. In addition, the 

proposed changes would align Rule 2.4 

with the equivalent rules of BOX, Cboe 

BZX, Cboe BYX, Cboe EDGA, Cboe 

EDGX, as well as the rules of the 

Exchange’s affiliates. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is not intended to 

address competitive issues but rather is 

concerned solely with aligning the 

Exchange’s rules with those of other 

exchanges and with the Commission’s 

approach to handling firms that are 

subject to statutory disqualification. 

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 

Because the foregoing proposed rule 

change does not: (i) significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 20 and Rule 19b– 

4(f)(6) thereunder.21

A proposed rule change filed under 

Rule 19b–4(f)(6) 22 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b4(f)(6)(iii),23 the Commission 

may designate a shorter time if such 

action is consistent with the protection 

of investors and the public interest. 

NYSE National has asked the 

Commission to waive the 30-day 

operative delay so that the proposed 

rule change may become operative upon 

filing. NYSE National states that 

waiving the 30-day delay in this manner 

would allow the Exchange to address an 

unusual and time sensitive situation in 

which a firm subject to a statutory 

disqualification seeks to become an 

Exchange member organization during 

the pendency of the process by which 

the firm is seeking relief from the 

statutory disqualification. For this 

reason, the Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest. 

Therefore, the Commission hereby 

waives the operative delay and 

designates the proposal operative 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. 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: 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 239 / Thursday, December 12, 2024 / Notices 100573 

24 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3This proposal was initially filed on November 

12, 2024, as SR–Nasdaq–2024–069. On November 

26, 2024, SR–Nasdaq–2024, SR–Nasdaq–2024–069 

was withdrawn and replaced with the instant filing 

to provide certain additional information. 

4This proposal will adjust for inflation up to 

August 2024. Depending on inflation thereafter, 

further adjustments may, or may not, be necessary. 

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– 

NYSENAT–2024–32 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–NYSENAT–2024–32. 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–NYSENAT–2024–32 and should be 

submitted on or before January 2, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.24

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–29146 Filed 12–11–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101839; File No. SR– 

NASDAQ–2024–076] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Certain Fees Based on the Rate of 

Inflation 

December 6, 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 November 

26, 2024, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III, below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

Exchange’s fees based on the rate of 

inflation. 

While these amendments are effective 

upon filing, the Exchange has 

designated the proposed amendments to 

be operative on January 1, 2025. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, 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 

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 purpose of the proposed rule 

change is to adjust market data fees for 

inflation, to be operative on January 1, 

2025.3

Many Nasdaq market data fees have 

not changed for years, some for over 15. 

As such, the fees have fallen 

substantially in real terms. The 

Exchange proposes to restore fees to the 

real amount intended in the original 

filings in a one-time inflationary 

adjustment. This adjustment will 

become operative in three parts: 45 

percent in 2025; 30 percent in 2026; and 

the final 25 percent in 2027. The 

Exchange believes that it is necessary to 

spread the impact of this one-time 

adjustment for past inflation to prevent 

any undue impact that execution in a 

single tranche may have on our 

customers.4

The proposed fee increases will apply 

to ten product families within Nasdaq: 

(i) Distributor Fees; (ii) Short Interest; 

(iii) Depth of Book; (iv) Distribution 

Models; (v) FilterView; (vi) Nasdaq Last 

Sale; (vii) Nasdaq Share Volume; (viii) 

Nasdaq Basic; (ix) Daily Short Volume; 

and (x) MatchView. A detailed list of fee 

adjustments is set forth below. The 

Exchange is not proposing to adjust fees 

for non-professional usage, 

administrative fees, extranet fees, or 

certain categories of Non-Display usage. 

The Exchange plans to use this 

inflationary adjustment to support 

continued investment in innovative, 

high-quality data products. 

Investments in Nasdaq Data Products 

Nasdaq has continuously invested in 

its products in the period after the 

current fees were first instituted to 

accommodate the increasing amount of 

information processed and the changes 

in technology over time. It is reasonable 

and consistent with the Act for the 

Exchange to recoup its investments, at 

least in part, by adjusting its fees. 

Continuing to operate at fees frozen in 

time impacts the Exchange’s ability to 

enhance its offerings and the interests of 

market participants and investors. 

These investments have been 

necessary in part because of significant 


ddrumheller on DSK120RN23PROD with NOTICES1