Self-Regulatory Organizations; Investors Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Exchange's Compliance Rule Regarding the National Market System Plan Governing the Consolidated Audit Trail To Be Consistent With the Bona Fide Market Maker Exception Under Regulation SHO

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104301; File No. SR-IEX-2025-30]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; Investors Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Exchange's Compliance Rule Regarding the National Market System Plan Governing the Consolidated Audit Trail To Be Consistent With the Bona Fide Market Maker Exception Under Regulation SHO</SUBJECT> <DATE>December 3, 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 November 24, 2025, the Investors Exchange LLC (“IEX” or the “Exchange”) 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 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. 78a. </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> Pursuant to the provisions of Section 19(b)(1) of the Act, <SU>3</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>4</SU> <FTREF/> the Exchange is filing with the Commission a proposed rule change to amend Rule 11.630(a)(2) of the Exchange's compliance rule (“CAT Compliance Rule”) regarding the National Market System Plan Governing the Consolidated Audit Trail (the “CAT NMS Plan” or “Plan”)  <SU>5</SU> <FTREF/> to be consistent with the amendment to the CAT NMS Plan that requires broker-dealers with a reporting obligation to CAT to report whether an original receipt or origination of an order to sell an equity security is a short sale for which a market maker is claiming the bona fide market making exception in Rule 203(b)(2)(iii) of Regulation SHO (“BFMM Locate Exception”). <SU>6</SU> <FTREF/> <FTNT> <SU>3</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>4</SU>  17 CFR 240.19b-4. </FTNT> <FTNT> <SU>5</SU>  Unless otherwise specified, capitalized terms used in this rule filing are defined as set forth in the CAT Compliance Rule. </FTNT> <FTNT> <SU>6</SU>   <E T="03">See</E> Securities Exchange Act Rel. No. 98738 (Oct. 13, 2023), 88 FR 75100 (Nov. 1, 2023); Securities Exchange Act Rel. No. 98739 (Oct. 13, 2023), 88 FR 75079 (Nov. 1, 2023). </FTNT> The text of the proposed rule change is available at the Exchange's website at <E T="03">https://www.iexexchange.io/resources/regulation/rule-filings</E> and at the principal office of the Exchange. <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change</HD> 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 these statements may be examined at the places specified in Item IV below. The self-regulatory organization 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 the Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">1. Purpose</HD> The purpose of this proposed rule change is to amend Rule 11.630(a)(2) of the CAT Compliance Rule to be consistent with the amendment to the CAT NMS Plan related to the BFMM Locate Exception. In 2023, the Commission amended the CAT NMS Plan to require the reporting to the CAT of reliance on the BFMM Locate Exception. <SU>7</SU> <FTREF/> Specifically, the Commission added paragraph (D) to Section 6.4(d)(ii) of the CAT NMS Plan, which requires each Participant, through its Compliance Rule, to require its Industry Members  <SU>8</SU> <FTREF/> to record and report to the Central Repository the following: <FTNT> <SU>7</SU>   <E T="03">Id.</E> </FTNT> <FTNT> <SU>8</SU>   <E T="03">See</E> IEX Rule 11.610(u). </FTNT> <EXTRACT> <FP>for the original receipt or origination of an order to sell an equity security, whether the order is for a short sale effected by a market maker in connection with bona fide market making activities in the security for which the exception in Rule 203(b)(2)(iii) of Regulation SHO is claimed.</FP> </EXTRACT> Accordingly, the Exchange proposes to amend its CAT Compliance Rule to reflect this additional CAT reporting requirement. Specifically, the Exchange proposes to add paragraph (G) to Rule 11.630(a)(2), which would require each Industry Member to record and report to the Central Repository the following: <EXTRACT> <FP>for the original receipt or origination of an order to sell an equity security, whether the order is for a short sale effected by a market maker in connection with bona fide market making activities in the security for which the exception in Rule 203(b)(2)(iii) of Regulation SHO is claimed.</FP> </EXTRACT> <HD SOURCE="HD3">2. Statutory Basis</HD> The Exchange believes that the proposed rule change is consistent with the provisions of Section 6(b)(5) of the Act, <SU>9</SU> <FTREF/> which require, among other things, that the Exchange's rules must be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest, and Section 6(b)(8) of the Act, <SU>10</SU> <FTREF/> which requires that the Exchange's rules not impose any burden on competition that is not necessary or appropriate. <FTNT> <SU>9</SU>  15 U.S.C. 78f(b)(6). </FTNT> <FTNT> <SU>10</SU>  15 U.S.C. 78f(b)(8). </FTNT> The Exchange believes that this proposal is consistent with the Act because it is consistent with the amendment to the CAT NMS Plan approved by the Commission and is designed to assist the Exchange and its Industry Members in meeting regulatory obligations pursuant to the Plan. In approving the Plan, the Commission noted that the Plan “is necessary and appropriate in the public interest, for the protection of investors and the maintenance of fair and orderly markets, to remove impediments to, and perfect the mechanism of a national market system, or is otherwise in furtherance of the purposes of the Act.”  <SU>11</SU> <FTREF/> To the extent that this proposal implements the Plan as amended, and applies specific requirements to Industry Members, the Exchange believes that this proposal furthers the objectives of the Plan, as identified by the Commission, and is therefore consistent with the Act. <FTNT> <SU>11</SU>   <E T="03">See</E> Securities Exchange Act Release No. 79318 (Nov. 15, 2016), 81 FR 84696, 84697 (Nov. 23, 2016). </FTNT> <HD SOURCE="HD2">B. Self-Regulatory Organization's Statement on Burden on Competition</HD> The Exchange does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange notes that the proposed rule change is consistent with the amendment to the CAT NMS Plan approved by the Commission and is designed to assist the Exchange in meeting its regulatory obligations pursuant to the Plan. The Exchange also notes that the amendment to the CAT Compliance Rule will apply equally to all Industry Members that trade equity securities. In addition, all national securities exchanges and FINRA are proposing these amendments to their CAT Compliance Rules. Therefore, this is not a competitive rule filing, and, therefore, it does not impose a burden on competition. <HD SOURCE="HD2">C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others</HD> Written comments were neither solicited nor received. <HD SOURCE="HD1">III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action</HD> 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)(iii) of the Act  <SU>12</SU> <FTREF/> and subparagraph (f)(6) of Rule 19b-4 thereunder. <SU>13</SU> <FTREF/> <FTNT> <SU>12</SU>  15 U.S.C. 78s(b)(3)(A)(iii). </FTNT> <FTNT> <SU>13</SU>  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 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. The Exchange has satisfied this requirement. </FTNT> A proposed rule change filed under Rule 19b-4(f)(6)  <SU>14</SU> <FTREF/> normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b-4(f)(6)(iii), <SU>15</SU> <FTREF/> the Commission may designate a shorter time if such action is consistent with protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposed rule change may become operative immediately upon filing. The Commission believes that waiving 30-day operative delay is consistent with the protection of investors and the public interest because the proposal seeks to amend the Exchange's CAT Compliance Rule to reflect the requirement in the CAT NMS Plan that industry memb ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 13k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━