Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt a Co-Lead Incentive

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104348; File No. SR-LTSE-2025-23]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt a Co-Lead Incentive</SUBJECT> <DATE>December 8, 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 25, 2025, Long-Term Stock Exchange, Inc. (“LTSE” 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 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> The Exchange is filing with the Securities and Exchange Commission (“Commission”) a proposed rule change to amend the LTSE Fee Schedule to adopt a Co-Lead Incentive designed to enhance market quality by incentivizing market participants to provide liquidity and increase executions on the Exchange. The Exchange proposes to implement the changes to the fee schedule pursuant to this proposal on November 25, 2025. The text of the proposed rule change is available at the Exchange's website at <E T="03">https://longtermstockexchange.com/</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 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 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 the proposed rule change is to amend the Fee Schedule to adopt a new pricing incentive, referred to by the Exchange as the “Co-Lead Incentive,” designed to improve market quality on the Exchange by providing a rebate of 40 mils per share traded ($0.40/100 shares) to any Member  <SU>3</SU> <FTREF/> that displays a quote  <SU>4</SU> <FTREF/> of at least one round lot at the National Best Bid or Offer (“NBBO”)  <SU>5</SU> <FTREF/> for at least 20% of the Regular Market Session  <SU>6</SU> <FTREF/> in at least 2,000 securities  <SU>7</SU> <FTREF/> priced at or above $1.00 per share  <SU>8</SU> <FTREF/> averaged across the month. As proposed, the Exchange will determine on a daily basis the number of securities priced at or above $1.00 (excluding LIP Enhanced Securities) in which each of a Member's MPIDs meets the 20% NBBO Time  <SU>9</SU> <FTREF/> requirement (“quoting requirement”) for that day. The Exchange will then aggregate the number of securities for each of a Member's MPIDs that have met the quoting requirement to determine the total number of securities in which such Member meets the quoting requirement for that day. <SU>10</SU> <FTREF/> However, a single security in which more than one of such Member's MPIDs meets the quoting requirement for that day will only be counted once for this purpose. <SU>11</SU> <FTREF/> A Member that qualifies for the Co-Lead Incentive will receive the enhanced rebate of 40 mils per share for securities executed priced at or above $1.00 (excluding LIP Enhanced Securities). <FTNT> <SU>3</SU>   <E T="03">See</E> LTSE Rule 1.160(w). </FTNT> <FTNT> <SU>4</SU>  The Exchange notes that displayed quotes can include orders that rest on the LTSE Order Book and are therefore treated as displayed quotes within the System. </FTNT> <FTNT> <SU>5</SU>  The term “NBB” shall mean the national best bid, the term “NBO” shall mean the national best offer, and the term “NBBO” shall mean the national best bid or offer, as set forth in Rule 600(b) of Regulation NMS under the Act, determined as set forth in LTSE Rule 11.410(b). <E T="03">See</E> LTSE Rule 1.160(y). </FTNT> <FTNT> <SU>6</SU>   <E T="03">See</E> LTSE Rule 1.160(kk). </FTNT> <FTNT> <SU>7</SU>  Liquidity Incentive Program (“LIP”) Enhanced Securities are excluded. “LIP Enhanced Securities” shall mean a list of securities designated as such, that are used for the purposes of qualifying for the incentives within the LIP. The universe of these securities will be determined by the Exchange and published on the Exchange's website. <E T="03">See</E> LTSE Fee Schedule and the published list of LIP Enhanced Securities is on the LTSE website available at <E T="03">https://ltse.com/trading/fee-schedules.</E> </FTNT> <FTNT> <SU>8</SU>  The Exchange determines whether a security is priced at or above $1.00 per share by utilizing the closing price of the security on the date of execution. </FTNT> <FTNT> <SU>9</SU>  The term “NBBO Time” shall mean the aggregate of the percentage of time during the Regular Market Session during which one of a Member's MPIDs has at least one round lot quote displayed at the NBBO. </FTNT> <FTNT> <SU>10</SU>  For example, if a Member has four (4) MPIDs and each MPID has a NBBO Time of 20% in a different security, this will count as four (4) securities in which such Member has met the quoting requirement for that day. </FTNT> <FTNT> <SU>11</SU>  Thus, if a Member has two (2) MPIDs that meet the quoting requirement in the same security for a particular day, this will only count as one security for purposes of determining the total number of securities in which such Member has met the quoting requirement for that day. </FTNT> <HD SOURCE="HD3">Co-Lead Incentive Qualification Standard</HD> As discussed above, a Member will qualify for the Co-Lead Incentive if the Member has an NBBO Time of at least 20% on average per trading day during the month for 2000 securities priced at or above $1.00 (excluding LIP Enhanced Securities). The proposed Co-Lead Incentive is designed to enhance market quality and increase displayed liquidity with respect to securities traded on the Exchange. In order to determine whether a Member meets the applicable 2000 Securities Requirements during a month, LTSE will determine the number of securities priced at or above $1.00 (excluding LIP Enhanced Securities) in which each of a Member's MPIDs meets the quoting requirement for that day. LTSE will then aggregate the number of securities in which each of a Member's MPIDs meets the quoting requirement, provided that the quoting requirement with respect to a security must be met by a single MPID and LTSE will not aggregate the NBBO Time across all of the Members MPIDs to determine if the quoting requirement has been met, and provided also that a single security in which more than one of such Member's MPIDs meets the quoting requirement for that day will only be counted once for this purpose. Each month, LTSE will calculate the average daily number of securities in which such Member meets the quoting requirement per trading day by summing the number of securities in which each of such Member's MPIDs met the quoting requirement for each trading day during the month then dividing the resulting sum by the total number of trading days in the month. The Exchange proposes to add notes to the Fee Schedule describing the criteria for determining whether a Member qualifies for the Co-Lead Incentive and the related calculation methodologies described above. Qualification for the Co-Lead Incentive will be determined in the same manner as qualification for the LTSE LIP. <SU>12</SU> <FTREF/> Accordingly, the Exchange will exclude: (1) Any trading day that the Exchange's system experiences a disruption that lasts for more than 60 minutes during Regular Market Session; (2) any day with a scheduled early market close; (3) the “Russell Reconstitution Day” (typically the last Friday in June). An Exchange system disruption may occur, for example, where a certain group of securities traded on the Exchange is unavailable for trading due to an Exchange system issue. The Exchange believes that these types of Exchange system disruptions could preclude Members from participating on the Exchange to the extent that they might have otherwise participated on such days, and thus, the Exchange believes it is appropriate to exclude such days when determining whether a Member meets the applicable quoting requirements during a month to avoid penalizing Members that might otherwise have met such requirements. Additionally, the Exchange believes that scheduled early market closures, which typically are the day before, or the day after, a holiday, may preclude some Members from participating on the Exchange at the same level that they might otherwise. For similar reasons, the Exchange believes it is appropriate to exclude the Russell Reconstitution Day in the same manner, as the Exchange believes that the Russell Reconstitution Day typically has extraordinarily high, and abnormally distributed, trading volumes and the Exchange believes this change to normal activity may affect a Member's ability to meet the quoting requirement across various securities on that day. The Exchange notes that these exclusions mirror the approach the Exchange applies when determining eligibility for the LTSE Liquidity Incentive Program ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 29k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━