Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Price List

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104383; File No. SR-NYSE-2025-41]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Price List</SUBJECT> <DATE>December 12, 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 December 1, 2025, New York Stock Exchange LLC (“NYSE” or the “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 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. 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 its Price List to adopt an alternative requirement to qualify for the Non Display Tier 1 pricing. The Exchange proposes to implement the fee change effective December 1, 2025. The proposed rule change is available on the Exchange's website at <E T="03">www.nyse.com</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 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 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 the Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">1. Purpose</HD> The Exchange proposes to amend its Price List to adopt an alternative requirement to qualify for the Non Display Tier 1 pricing. The proposed change responds to the current competitive environment by incentivizing submission of additional liquidity in Tapes A, B and C securities to a public exchange. The Exchange proposes to implement the fee change effective December 1, 2025. <HD SOURCE="HD3">Background</HD> <HD SOURCE="HD3">Current Market and Competitive Environment</HD> The Exchange operates in a highly competitive market. The Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. In Regulation NMS, the Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the market system “has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.”  <SU>3</SU> <FTREF/> <FTNT> <SU>3</SU>   <E T="03">See</E> Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (File No. S7-10-04) (Final Rule) (“Regulation NMS”). </FTNT> While Regulation NMS has enhanced competition, it has also fostered a “fragmented” market structure where trading in a single stock can occur across multiple trading centers. When multiple trading centers compete for order flow in the same stock, the Commission has recognized that “such competition can lead to the fragmentation of order flow in that stock.”  <SU>4</SU> <FTREF/> Indeed, cash equity trading is currently dispersed across 17 exchanges, <SU>5</SU> <FTREF/> numerous alternative trading systems, <SU>6</SU> <FTREF/> and broker-dealer internalizers and wholesalers, all competing for order flow. Based on publicly-available information, no single exchange currently has more than 20% market share. <SU>7</SU> <FTREF/> Therefore, no exchange possesses significant pricing power in the execution of cash equity order flow. More specifically, the Exchange's share of executed volume of equity trades in Tapes A, B and C securities is less than 12%. <SU>8</SU> <FTREF/> <FTNT> <SU>4</SU>   <E T="03">See</E> Securities Exchange Act Release No. 61358, 75 FR 3594, 3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on Equity Market Structure). </FTNT> <FTNT> <SU>5</SU>   <E T="03">See</E> Cboe U.S. Equities Market Volume Summary, available at <E T="03">https://markets.cboe.com/us/equities/market_share. See generally</E> <E T="03">https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html.</E> </FTNT> <FTNT> <SU>6</SU>   <E T="03">See</E> FINRA ATS Transparency Data, available at <E T="03">https://otctransparency.finra.org/otctransparency/AtsIssueData.</E> A list of alternative trading systems registered with the Commission is <E T="03">available at https://www.sec.gov/foia/docs/atslist.htm.</E> </FTNT> <FTNT> <SU>7</SU>   <E T="03">See</E> Cboe Global Markets U.S. Equities Market Volume Summary, available at <E T="03">https://markets.cboe.com/us/equities/market_share/.</E> </FTNT> <FTNT> <SU>8</SU>   <E T="03">See id.</E> </FTNT> The Exchange believes that the ever-shifting market share among the exchanges from month to month demonstrates that market participants can move order flow, or discontinue or reduce use of certain categories of products. While it is not possible to know a firm's reason for shifting order flow, the Exchange believes that one such reason is because of fee changes at any of the registered exchanges or non-exchange venues to which the firm routes order flow. Accordingly, competitive forces compel the Exchange to use exchange transaction fees and credits because market participants can readily trade on competing venues if they deem pricing levels at those other venues to be more favorable. In response to this competitive environment, the Exchange has established incentives for its member organizations who submit orders that add liquidity on the Exchange. The Exchange believes that the proposed change will incentivize submission of additional liquidity in Tape A, Tape B and Tape C securities to a public exchange, thereby promoting price discovery and transparency and enhancing order execution opportunities for member organizations. <HD SOURCE="HD3">Proposed Rule Change</HD> The Exchange currently provides a credit of $0.0018 per share to member organizations that send orders that add liquidity to the Exchange in Non-Displayed Limit Orders with a per share stock price of $1.00 or more and that have Adding ADV in Non-Displayed Limit Orders that is at least 0.15% of Tapes A, B, and C CADV combined, excluding any liquidity added by a DMM. Further, member organizations that send orders that add liquidity to the Exchange in Non-Displayed Limit Orders and that have Adding ADV in Non-Displayed Limit Orders that is at least 0.15% of Tapes A, B and C CADV combined, excluding any liquidity added by a DMM, are provided a credit equal to 0.18% of the total dollar value of the transaction for securities with a per share stock price below $1.00. With this proposed rule change, the Exchange proposes to adopt an alternative requirement for member organizations to qualify for the Non Display Tier 1 credits. As proposed, member organizations that are also DMMs registered as a DMM in at least 500 Tape A issues would receive a credit of $0.0018 per share in securities with a per share stock price of $1.00 or more, or a credit equal to 0.18% of the total dollar value of the transaction for securities with a per share stock price below $1.00. The purpose of this proposed change is to incentivize member organizations that are also DMMs to register as a DMM in a greater number of Tape A issues and thereby, qualify for the Non Display Tier 1 credit. The Exchange believes that it is reasonable to offer credits based on the member organizations that are also DMMs in a certain number of securities. The Exchange notes that other marketplaces offer incremental credits to members that are lead market makers registered in a minimum number of securities and that add a specified percentage of displayed liquidity. <SU>9</SU> <FTREF/> The Exchange further believes that eligibility for the credit for member organizations that are also DMMs in a certain number of securities is not unfairly discriminatory because member organizations that are not DMMs can still qualify for the credit by sending adding liquidity to the Exchange and meeting the ADV requirements for all Tapes set out in the Non Display Tier 1 pricing table. <FTNT> <SU>9</SU>  For instance, Cboe BZX offers a higher tiered rebate based on a lower adding requirement if the member is enrolled in a minimum number of LMM securities. <E T="03">See</E> Cboe BZX Equities Fee Schedule, available at <E T="03">https://www.cboe.com/us/equities/membership/fee_schedule/bzx/</E> . </FTNT> The proposed changes are not otherwise intended to address other issues, and the Exchange is not aware of any significant problems that market participants would have in complying with the proposed changes. <HD SOURCE="HD3">2. Statutory Basis</HD> The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act, <SU>10</SU> <FTREF/> in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act, <SU>11</SU> <FTREF/> in particular, because it provides for the equitable allocation of reasonable dues, fees, and other charges among its members, issuers and other persons using its facilities and do ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 22k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━