Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Exchange Rules To Conform With Recent Amendments to the Definition of Round Lot Under Rule 600 of Regulation NMS

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-103784; File No. SR-PEARL-2025-39]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Exchange Rules To Conform With Recent Amendments to the Definition of Round Lot Under Rule 600 of Regulation NMS</SUBJECT> <DATE>August 27, 2025.</DATE> Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”)  <SU>1</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>2</SU> <FTREF/> notice is hereby given that, on August 21, 2025, MIAX PEARL, LLC (“MIAX Pearl” or “Exchange”), <SU>3</SU> <FTREF/> filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. <FTNT> <SU>1</SU>  15 U.S.C. 78a. </FTNT> <FTNT> <SU>2</SU>  17 CFR 240.19b-4. </FTNT> <FTNT> <SU>3</SU>  All references to “MIAX Pearl” in this filing are to MIAX Pearl Equities, the equities trading facility of MIAX PEARL, LLC. <E T="03">See</E> Exchange Rule 1901. </FTNT> <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD> The Exchange proposes to amend Exchange Rule 2610, Units of Trading, to conform with a recent amendment to the definition of Round Lot under Rule 600 of Regulation NMS recently approved by the Commission. <SU>4</SU> <FTREF/> The Exchange also proposes to make conforming non-substantive changes to Exchange Rules 2611, Odd and Mixed Lots, 2614, Orders and Order Instructions, and 2616, Priority of Orders. <FTNT> <SU>4</SU>   <E T="03">See</E> Securities Exchange Act Release No. 101070 (September 18, 2024), 89 FR 81620 (October 8, 2024) (S7-30-22). </FTNT> The text of the proposed rule change is available on the Exchange's website at <E T="03">https://www.miaxglobal.com/markets/us-equities/pearl-equities/rule-filings,</E> at MIAX Pearl's principal office. <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> In its filing with the Commission, MIAX Pearl 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. MIAX Pearl has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">1. Purpose</HD> The Exchange proposes to amend Exchange Rule 2610, Units of Trading, to conform with the definition of Round Lot under Rule 600 of the Regulation NMS that is to be implemented in November 2025. <SU>5</SU> <FTREF/> The Exchange also proposes to make conforming non-substantive changes to Exchange Rules 2611, Odd and Mixed Lots, 2614, Orders and Order Instructions, and 2616, Priority of Orders. <FTNT> <SU>5</SU>   <E T="03">See supra</E> note 4. </FTNT> In 2020, the Commission adopted amendments to Regulation NMS to modernize the NMS information provided within the national market system for the benefit of market participants and to better achieve Section 11A's goals of assuring “the availability to brokers, dealers, and investors of information with respect to quotations for and transactions in securities that is prompt, accurate, reliable, and fair” (“MDI Rules”). <SU>6</SU> <FTREF/> These changes included an amendment to Rule 600 of Regulation NMS to include a definition of “round lot” that assigns each NMS stock to a round lot size based on the stock's average closing price. Prior to this change, a “round lot” was not defined in the Act or Regulation NMS. The definition of a “round lot” was included in the rules of each exchange, including Exchange Rule 2610, which typically defined a “round lot” as 100 shares, but they also allow the exchange, or the primary listing exchange for the stock, discretion to define it otherwise. <FTNT> <SU>6</SU>   <E T="03">See</E> Securities Exchange Act Release No. 90610 (December 9, 2020), 86 FR 18596 (April 9, 2021) (“MDI Adopting Release”). </FTNT> In light of delays in the implementation of the MDI Rules, including the definition of round lot, on September 18, 2024, the Commission, among other things, accelerated the implementation of the round lot definition. The Commission also revised the round lot definition as set forth below. <SU>7</SU> <FTREF/> Rule 600(b)(93) of Regulation NMS, as adopted by the MDI Rules and as amended in 2024, <SU>8</SU> <FTREF/> defines a round lot for NMS stocks  <SU>9</SU> <FTREF/> that have an average closing price on the primary listing exchange during the prior Evaluation Period  <SU>10</SU> <FTREF/> of: (1) $250.00 or less per share as 100 shares; (2) $250.01 to $1,000.00 per share as 40 shares; (3) $1,000.01 to $10,000.00 per share as 10 shares; and (4) $10,000.01 or more per share as 1 share. For any security that becomes an NMS Stock during an operative period, as described in Rule 600(b)(93)(iv), <SU>11</SU> <FTREF/> a round lot is 100 shares. Adjustments to the round lot size for a security will occur on a semiannual basis and the calculation of the average closing price on the primary listing exchange will be based on a one month “Evaluation Period.” <FTNT> <SU>7</SU>   <E T="03">See supra</E> note 4. </FTNT> <FTNT> <SU>8</SU>   <E T="03">Id.</E> </FTNT> <FTNT> <SU>9</SU>  “NMS stock” is defined under Regulation NMS as any NMS security other than an option. 17 CFR 242.600(b)(65). </FTNT> <FTNT> <SU>10</SU>  Rule 600(b)(93)(iii) of Regulation NMS defines the Evaluation Period as (A) all trading days in March for the round lot assigned on the first business day in May and (B) all trading days in September for the round lot assigned on the first business day of November during which the average closing price of an NMS stock on the primary listing exchange shall be measured by the primary listing exchange to determine the round lot for each NMS stock. </FTNT> <FTNT> <SU>11</SU>  Pursuant to Rule 600(b)(93)(iv) of Regulation NMS the round lot assigned under this section shall be operative on: (A) The first business day of May for the March Evaluation Period and continue through the last business day of October of the calendar year; and (B) The first business day of November for the September Evaluation Period and continue through the last business day of April of the next calendar year. </FTNT> The revised definition of round lot is to be implemented on November 3, 2025, the first business day of November 2025. The Exchange now proposes to amend Exchange Rule 2610, Units of Trading, to conform with the definition of Round Lot under Rule 600 of the Regulation NMS. Exchange Rule 2610 provides that “[t]he unit of trading in stocks is one (1) share.” First, the Exchange proposes to amend this sentence to replace the word “stocks” with the term “NMS Stocks” to align with Rule 600 of Regulation NMS. Exchange Rule 2610 further provides that “100 shares constitutes a “round lot,” unless specified by the primary listing market to be fewer than 100 shares.” The Exchange proposes replace this sentence with a sentence that explicitly refers to the definition of round lots under Rule 600 of Regulation NMS. As a result, the above sentence will be deleted and replaced with the following, “[a] `Round Lot' for each NMS Stock shall be the size assigned by the primary listing market pursuant to Rule 600 of Regulation NMS under the Exchange Act.” Lastly, the Exchange proposes to capitalize the term Round Lot throughout the remainder of Exchange Rule 2610. The Exchange does not propose any additional changes to Exchange Rule 2610. Again, these changes are being proposed solely to conform the Exchange's definition of “round lot” under Exchange Rule 2610 to the new definition of Round Lot under Rule 600 of Regulation NMS. The Exchange also proposes to make conforming non-substantive changes to Exchange Rules 2611, Odd and Mixed Lots, 2614, Orders and Order Instructions, and 2616, Priority of Orders. The Exchange proposes to capitalize the term Round Lot in each of these rules. In addition, the Exchange proposes to divide paragraph (b) of Exchange Rule 2616 into two subparagraphs. The first sentence of paragraph (b) will be designated as subparagraph (b)(1), and the second sentence will be designated as subparagraph (b)(2). The original subparagraphs (b)(1)-(4) of Exchange Rule 2616 will be renumbered as (b)(2)(i)-(iv). In light of the hierarchical heading changes described above, the Exchange proposes to amend the cross reference contained in proposed renumbered Exchange Rule 2616(b)(2)(iv), that is to subparagraph (3), to now be to subparagraph (iii). The Exchange also proposes to amend renumbered Exchange Rule 2616(b)(2) to replace the term “System Security” with “NMS Security” because the term “System Security” is not otherwise defined in the Exchanges Rules and use of the term “NMS Security” would conform to Rule 602 of Regulation NMS. The purpose of these changes is to provide greater clarity to Equity Members  <SU>12</SU> <FTREF/> and the public regarding the Rulebook. The Exchange does not propose any additional changes to these rules. <FTNT> <SU>12</SU>  The term “Equity Member” is a Member authorized by the Exchange to transact business on MIAX Pearl Equities. <E T="03">See</E> Exchange Rule 1901. </FTNT> <HD SOURCE="HD3">Implementation Date</HD> The proposed rule changes ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 19k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━