Self-Regulatory Organizations; 24X National Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Certain Dates in the Warrant Performance Incentive Program

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104257; File No. SR-24X-2025-12]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; 24X National Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Certain Dates in the Warrant Performance Incentive Program</SUBJECT> <DATE>November 25, 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 September 29, 2025, 24X National Exchange LLC (“24X” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the self-regulatory organization. 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. 78s(b)(1). </FTNT> <FTNT> <SU>2</SU>  17 CFR 240.19b-4. </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 certain dates in its warrant performance incentive program. The proposed rule change is available on the Exchange's website at <E T="03">https://equities.24exchange.com/regulation</E> and at the principal office of the Exchange. <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, 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 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. <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 adopted a warrant performance incentive program (“Program”) to allow Members of the Exchange who participate in the Program (“Participants”) to earn the right to purchase Non-Voting Common Units  <SU>3</SU> <FTREF/> of 24X US Holdings LLC (“24X US Holdco”), the Exchange's parent company. <SU>4</SU> <FTREF/> As described in the Warrant Program Release, each Member of the Exchange may become a Participant in the Program by prepaying $500,000 in Exchange fees (“Prepayment Fee”) and satisfying the Program eligibility requirements. Upon joining the Program, each Participant will receive a warrant that vests based on the Participant's achievement of certain minimum trading volumes (“Target Volume”)  <SU>5</SU> <FTREF/> on the Exchange during each designated pre-determined period in which the Program is in effect (“Measurement Period”)  <SU>6</SU> <FTREF/> and the Exchange's achievement of a minimum market share during such Measurement Periods (“24X Minimum Overall Market Share”). <SU>7</SU> <FTREF/> When the warrants vest, Participants will have the right to exercise the warrants to purchase a certain number of 24X US Holdco Non-Voting Common Units. <FTNT> <SU>3</SU>  24X filed a proposed rule change for immediate effectiveness to amend the Limited Liability Company Agreement of 24X US Holdings LLC, as amended (“24X US Holdco LLC Agreement”) to accommodate aspects of the proposal that affect the 24X US Holdco LLC Agreement. The changes to the 24X Holdco LLC Agreement include amendments to authorize the issuance of Non-Voting Common Units as well as the implementation of the liquidity program related to the Program. Securities Exchange Act Rel. No. 104098 (Sept. 26, 2025). </FTNT> <FTNT> <SU>4</SU>  Securities Exchange Act. Rel. No. 104018 (Sept. 23, 2025) (“Warrant Program Release”). </FTNT> <FTNT> <SU>5</SU>  As discussed in more detail in the Warrant Program Release, the “Target Volume” is 5% of the average daily trading volume on the Exchange, where the daily trading volume is calculated based on total aggregated average daily volume traded over each Measurement Period. </FTNT> <FTNT> <SU>6</SU>  As discussed in more detail in the Warrant Program Release, the “Measurement Period” for Year 1 (2025) is September 29, 2025 through December 31, 2025 (subject to the Exchange commencing trading on or prior to October 15, 2025); the Measurement Periods for Year 2 (2026) are (1) January 1-March 31, 2026, (2) April 1-June 30, 2026, (3) July 1-September 30, 2026, and (4) October 1-December 31, 2026; and the Measurement Periods for Year 3 (2027) are (1) January 1-March 31, 2027, (2) April 1-June 30, 2027, (3) July 1-September 30, 2027, and (4) October 1-December 31, 2027. </FTNT> <FTNT> <SU>7</SU>  As discussed in more detail in the Warrant Program Release, the “24X Minimum Overall Market Share” is defined as follows: (1) for each Measurement Period of Year 2, the 24X Minimum Overall Market Share is 0.50% of the Consolidated Average Daily Volume (“CADV”) for all NMS Stocks eligible for trading on 24X; and (2) for each Measurement Period of Year 3, the 24X Minimum Overall Market Share is 1.00% of the CADV for all NMS Stocks eligible for trading on 24X. </FTNT> As described in the Warrant Program Release, it was anticipated that the Program would commence on September 29, 2025, as the Exchange anticipated commencing operations on September 29, 2025. However, the Exchange has determined to commence operations on October 14, 2025 and to commence the Program on October 14, 2025. In light of the later launch date for the Exchange and the Program, the Exchange has determined to amend certain dates in connection with the Program. All other aspects of the Program would remain the same as described in the Warrant Program Release. <HD SOURCE="HD3">a. Requirements for Participation in the Program</HD> As described in the Warrant Program Release, to be eligible to be a Participant, an applicant must (i) be a Member in good standing  <SU>8</SU> <FTREF/> of 24X; (ii) be a registered broker-dealer pursuant to Section 15 of the Exchange Act;  <SU>9</SU> <FTREF/> (iii) qualify as an “accredited investor” as such term is defined in Regulation D of the Securities Act of 1933;  <SU>10</SU> <FTREF/> (iv) have executed the required documentation for participation in the Program—the subscription agreement and confidentiality agreement; and (v) tendered the Prepayment Fee no later than September 26, 2025 to participate in the Program at its commencement, or by the first day of each subsequent quarter of the Program Period to participate in the Program as of such subsequent quarter until October 1, 2027. Once an eligible applicant for the Program has executed all required documentation for participation in the Program and has paid the Prepayment Fee no later than September 26, 2025 (or by the first day of subsequent quarters for the rolling application process as discussed above), the applicant would be accepted into the Program as a Participant and granted a warrant. <FTNT> <SU>8</SU>  For these purposes with regard to the Program, the term “good standing” means that a Member is not delinquent with respect to Exchange fees or other charges and is not suspended or barred from being a Member. </FTNT> <FTNT> <SU>9</SU>  15 U.S.C. 78o. </FTNT> <FTNT> <SU>10</SU>  The purpose of this criterion relates to the ability of 24X US Holdco to sell securities (in this case, Non-Voting Common Units) pursuant to an exemption from registration under the Securities Act of 1933. The definition of “accredited investor” under Rule 501(a)(1) of the Securities Act of 1933 includes any broker or dealer registered pursuant to Section 15 of the Act. As noted above, a Participant will be required to be registered as a broker or dealer pursuant to Section 15 of the Exchange Act. Therefore, all Participants will satisfy this criterion. </FTNT> The Exchange proposes to amend the Program to replace the September 26, 2025 date for the eligibility criteria with October 10, 2025. Accordingly, with this change, an eligible applicant for the Program would be required to have executed all required documentation for participation in the Program and paid the Prepayment Fee no later than October 10, 2025 in order to participate in the Program at its commencement on October 14, 2025. <HD SOURCE="HD3">b. Measurement Period for Year 1</HD> Warrants received by Participants when they join the Program vest when (1) 24X has met any applicable 24X Minimum Overall Market Share, and (2) a Participant has met the Target Volume for each relevant Measurement Period. When the warrants vest for a Measurement Period, Participants will have the right to exercise the warrants to purchase a certain number of 24X US Holdco Non-Voting Common Units for that Measurement Period. As described in the Warrant Program Release, the number of Non-Voting Common Units that may be exercised for the Measurement Period in Year 1 by each Participant would be determined as follows. Provided that the Exchange commences trading on or prior to October 15, 2025, an aggregate of 219,608 Non-Voting Common Units, which represent 2% of the fully diluted outstanding Units of 24X US Holdco as of September 29, 2025, would be available to be purchased upon the exercise of warrants that vest in accordance with the Program based on trading that occurred during the period from and including September 29, 2025 (or such later date, if the date when trading commences is after September 29, 2025) through and including December 31, 2025, which is the only Measurement Period for Year 1. Such aggregate number of Non-Voting Common Units will be allocated among Participants who qualify by meeting t ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 18k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━