8412 Federal Register / Vol. 90, No. 18 / Wednesday, January 29, 2025 / Notices 

Commission will institute proceedings to determine 

whether the proposed rule change should be 

approved or disapproved. 

5The terms ‘‘Board’’ or ‘‘Board of Directors’’ 

means the Board of Directors of the Company. See 

By-Laws, Article I, Definitions, subparagraph (c). 

6The term ‘‘LLC Member’’ means any person who 

maintains a direct ownership interest in the 

Company. The sole LLC Member of the Company 

is Miami International Holdings, Inc. See By-Laws, 

Article I, Definitions, subparagraph (x). 

7See By-Laws, Article VIII, Section 8.1. 

8Copies 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 

MIAX. 

9 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). 

4 17 CFR 240.19b–4(f). At any time within 60 days 

of the filing of the proposed rule change, the 

Commission summarily may temporarily suspend 

such rule change if it appears to the Commission 

that such action is necessary or appropriate in the 

public interest, for the protection of investors, or 

otherwise in furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission will institute proceedings to determine 

whether the proposed rule change should be 

approved or disapproved. 

5The terms ‘‘Board’’ or ‘‘Board of Directors’’ 

means the Board of Directors of the Company. See 

By-Laws, Article I, Definitions, subparagraph (c). 

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 Company proposes to amend the 

By-Laws to: (1) eliminate the 

requirement to maintain a 

Compensation Committee of the Board 

of Directors (‘‘Board’’) 5 of MIAX; (2) 

update the process by which the 

Regulatory Oversight Committee 

(‘‘ROC’’) determines the compensation 

of the Chief Regulatory Officer (‘‘CRO’’); 

(3) update the process by which the 

ROC determines personnel actions 

involving the CRO and senior regulatory 

personnel; (4) eliminate the requirement 

to maintain a Quality of Markets 

Committee of the Board of MIAX; (5) 

update the process by which the 

compensation of all officers, employees 

and agents of MIAX is determined, with 

an exception for the compensation of 

the CRO; and (6) make non-substantive 

clarifying changes to remove outdated 

text regarding the ERP Member’s 

(defined below) [stet] nominee to the 

Board and delete the definition of 

‘‘Effective Date’’ (collectively, the ‘‘ByLaw Amendments’’). 

The By-Laws of the Company may be 

amended by written consent of the LLC 

Member 6 or at any regular or special 

meeting of the Board of MIAX Sapphire 

[stet] by a resolution adopted by the 

Board.7

The proposed rule change, including 

MIAX’s statement of the purpose of, and 

statutory basis for, the proposed rule 

change, is available on MIAX’s website 

at https://www.miaxglobal.com/ 

markets/us-options/all-optionsexchanges/rule-filings and on the 

Commission’s website at https://

www.sec.gov/rules-regulations/selfregulatory-organization-rulemaking/ 

national-securities-exchanges?file_

number=SR-MIAX-2025-01. 

II. 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.8

Comments may be submitted 

electronically by using the 

Commission’s internet comment form 

(https://www.sec.gov/rules-regulations/ 

self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-MIAX-2025- 

01) or by sending an email to rulecomments@sec.gov. Please include file 

number SR–MIAX–2025–01 on the 

subject line. Alternatively, paper 

comments may be sent to Secretary, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090. All submissions should 

refer to file number SR–MIAX–2025–01. 

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-regulations/ 

self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-MIAX-2025- 

01). 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–MIAX–2025–01 and 

should be submitted on or before 

February 19, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–01848 Filed 1–28–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102269; File No. SR– 

PEARL–2025–01] 

Self-Regulatory Organizations; MIAX 

PEARL, LLC; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend the By-Laws 

January 23, 2025. 

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 January 

10, 2025, MIAX PEARL, LLC (‘‘MIAX 

Pearl’’ or the ‘‘Company’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Item I below, 

which Item has been substantially 

prepared by MIAX Pearl. MIAX Pearl 

has designated this proposal for 

immediate effectiveness pursuant to 

Section 19(b)(3)(A) of the Act 3 and Rule 

19b–4(f) thereunder.4 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 Company proposes to amend the 

By-Laws to: (1) eliminate the 

requirement to maintain a 

Compensation Committee of the Board 

of Directors (‘‘Board’’) 5 of MIAX Pearl; 

(2) update the process by which the 

Regulatory Oversight Committee 

(‘‘ROC’’) determines the compensation 

of the Chief Regulatory Officer (‘‘CRO’’); 

(3) update the process by which the 

ROC determines personnel actions 

involving the CRO and senior regulatory 

personnel; (4) eliminate the requirement 

to maintain a Quality of Markets 

Committee of the Board of MIAX Pearl; 

(5) update the process by which the 

compensation of all officers, employees 

and agents of MIAX Pearl is determined, 

with an exception for the compensation 

of the CRO; and (6) make nonsubstantive clarifying changes to remove 


khammond on DSK9W7S144PROD with NOTICES
Federal Register / Vol. 90, No. 18 / Wednesday, January 29, 2025 / Notices 8413 

6The term ‘‘LLC Member’’ means any person who 

maintains a direct ownership interest in the 

Company. The sole LLC Member of the Company 

is Miami International Holdings, Inc. See By-Laws, 

Article I, Definitions, subparagraph (x). 

7See By-Laws, Article VIII, Section 8.1. 

8Copies 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 

MIAX Pearl. 

9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 101868 

(Dec. 10, 2024), 89 FR 101650 (Dec. 16, 2024) 

(‘‘Notice’’). 

4 15 U.S.C. 78s(b)(3)(A). A proposed rule change 

may take effect upon filing with the Commission if 

it is designated by the exchange as ‘‘establishing or 

changing a due, fee, or other charge imposed by the 

self-regulatory organization on any person, whether 

or not the person is a member of the self-regulatory 

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

5See Notice, supra note 3. 

6 15 U.S.C. 78s(b)(3)(C). 

7See Notice, supra note 3, at 101651. The 

Exchange also proposed a ministerial change to 

delete outdated language relating to a prior ORF 

waiver and superseded ORF rate. Id. The Exchange 

assesses the ORF on Options Trading Permit 

(‘‘OTP’’) Holders and OTP Firms (collectively, 

‘‘OTP Holders’’) for options transactions that are 

cleared by those firms through the Options Clearing 

Corporation (‘‘OCC’’) in the Customer range, 

regardless of the exchange on which the transaction 

occurs. See id. at 101650. 

8See id. at 101651. 

9 Id. 

10 Id. at 101652. 

11See Securities Exchange Act Release Nos. 

96374 (Nov. 22, 2022), 87 FR 73372 (Nov. 29, 2022) 

(SR–NYSEARCA–2022–78) and 98676 (Oct. 3, 

2023), 88 FR 69969 (Oct. 10, 2023) (SR– 

NYSEARCA–2023–68). 

outdated text regarding the ERP 

Member’s (defined below) [stet] 

nominee to the Board and delete the 

definition of ‘‘Effective Date’’ 

(collectively, the ‘‘By-Law 

Amendments’’). 

The By-Laws of the Company may be 

amended by written consent of the LLC 

Member 6 or at any regular or special 

meeting of the Board of MIAX Pearl by 

a resolution adopted by the Board.7

The proposed rule change, including 

MIAX Pearl’s statement of the purpose 

of, and statutory basis for, the proposed 

rule change, is available on MIAX 

Pearl’s website at https://

www.miaxglobal.com/markets/usequities/pearl-equities/rule-filings and 

on the Commission’s website at https:// 

www.sec.gov/rules-regulations/selfregulatory-organization-rulemaking/ 

national-securities-exchanges?file_

number=SR-PEARL-2025-01. 

II. 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.8

Comments may be submitted 

electronically by using the 

Commission’s internet comment form 

(https://www.sec.gov/rules-regulations/ 

self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-PEARL2025-01) or by sending an email to rulecomments@sec.gov. Please include file 

number SR–PEARL–2025–01 on the 

subject line. Alternatively, paper 

comments may be sent to Secretary, 

Securities and Exchange Commission, 

100 F Street NE, Washington, DC 

20549–1090. All submissions should 

refer to file number SR–PEARL–2025– 

01. 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-regulations/ 

self-regulatory-organizationrulemaking/national-securitiesexchanges?file_number=SR-PEARL2025-01). 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–PEARL–2025–01 and should be 

submitted on or before February 19, 

2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–01850 Filed 1–28–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102274; File No. SR– 

NYSEARCA–2024–90] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Suspension of and Order 

Instituting Proceedings To Determine 

Whether To Approve or Disapprove a 

Proposed Rule Change To Waive the 

Options Regulatory Fee (ORF) for 

December 2024 

January 23, 2025. 

I. Introduction 

On November 25, 2024, NYSE Arca, 

Inc. (‘‘NYSE Arca’’ or the ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (the ‘‘Commission’’), 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a 

proposed rule change (File No. SR– 

NYSEARCA–2024–90) to amend its 

Options Fee Schedule (‘‘Fee Schedule’’) 

regarding the Options Regulatory Fee 

(‘‘ORF’’).3 The proposed rule change 

was immediately effective upon filing 

with the Commission pursuant to 

Section 19(b)(3)(A) of the Act.4 The 

proposed rule change was published for 

comment in the Federal Register on 

December 16, 2024.5 The Commission 

has not received any comments on the 

proposal. Pursuant to Section 

19(b)(3)(C) of the Act,6 the Commission 

is hereby: (1) temporarily suspending 

File No. SR–NYSEARCA–2024–90; and 

(2) instituting proceedings to determine 

whether to approve or disapprove File 

No. SR–NYSEARCA–2024–90. 

II. Description of the Proposed Rule 

Change 

The Exchange proposed to amend the 

Fee Schedule to temporarily waive the 

ORF for the period December 1, 2024 

through December 31, 2024 and resume 

assessment of the ORF at the same rate 

of $0.0038 per share on January 1, 

2025.7 Noting that it adjusts the amount 

of ORF amount periodically to ensure 

that the revenue from its ORF does not 

exceed its regulatory costs, the 

Exchange proposed to waive assessment 

of the ORF from December 1 through 

December 31, 2024 ‘‘in order to help 

ensure that the amount collected from 

the ORF, in combination with other 

regulatory fees and fines, does not 

exceed the Exchange’s total regulatory 

costs.’’ 8 According to the Exchange, the 

proposed waiver was based on its 

‘‘analysis of recent options volumes and 

regulatory costs’’ and its belief that ‘‘if 

the ORF is not adjusted, the ORF 

revenue to the Exchange year over year 

could exceed a material portion of the 

Exchange’s ORF Costs.’’ 9 The Exchange 

proposed to resume assessment of the 

ORF at the same rate on January 1, 2025, 

‘‘based on the Exchange’s estimated 

projections for its regulatory costs, 

balanced with the observed increases in 

options volumes.’’ 10 The exchange 

previously waived its ORF for selected 

months in 2022 and 2023.11


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