Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adjust Professional Subscriber Fees for Top of PHLX Options and PHLX Orders for Inflation

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104429; File No. SR-Phlx-2025-68]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adjust Professional Subscriber Fees for Top of PHLX Options and PHLX Orders for Inflation</SUBJECT> <DATE>December 17, 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 5, 2025, Nasdaq PHLX LLC (“Phlx” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or “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 adjust Professional Subscriber fees for Top of PHLX Options, TOPO Plus Orders and PHLX Orders to be the same as those currently applicable to PHLX Depth Data. The text of the proposed rule change is available on the Exchange's website at <E T="03">https://listingcenter.nasdaq.com/rulebook/phlx/rulefilings,</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 these 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 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 adjust the Exchange's Professional Subscriber fees for Top of PHLX Options (“TOPO”), PHLX Orders, and TOPO Plus Orders for inflation. <SU>3</SU> <FTREF/> <FTNT> <SU>3</SU>  This proposal was initially filed as SR-Phlx-2025-65. On December 5, 2025, that proposal was withdrawn and replaced with the instant filing. </FTNT> <HD SOURCE="HD3">Top of PHLX Options</HD> Top of PHLX Options calculates and disseminates the Exchange's best bid and offer position, with aggregate size (including total size in aggregate, for Professional Order size in the aggregate and Public Customer Order size in the aggregate), based on displayable order and quote interest in the System. The data contained in the TOPO data feed is identical to the data simultaneously sent to the processor for the OPRA and subscribers of that data feed. The data provided for each options series includes the symbols (series and underlying security), put or call indicator, expiration date, the strike price of the series, and whether the option series is available for trading on Phlx and identifies if the series is available for closing transactions only. <SU>4</SU> <FTREF/> <FTNT> <SU>4</SU>   <E T="03">See</E> Options 3, Section 23(a)(1). </FTNT> Customers are free to purchase TOPO or not, and can reject the feed for any reason, including the fee charged. The monthly Professional Subscriber fee for TOPO is currently $40. <SU>5</SU> <FTREF/> This fee has not changed for over a decade, since January 2013. <SU>6</SU> <FTREF/> <FTNT> <SU>5</SU>   <E T="03">See</E> Options 7, Section 10 (Proprietary Data Feed Fees) (Top of PHLX Options). A Professional Subscriber is any Subscriber that is not a Non-Professional Subscriber. <E T="03">See id.</E> A Non-Professional Subscriber is a natural person who is neither: (i) registered or qualified in any capacity with the Commission, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (ii) engaged as an `investment adviser' as that term is defined in Section 201(11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that Act); nor (iii) employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that would require registration or qualification if such functions were performed for an organization not so exempt. A Non-Professional Subscriber may only use the data provided for personal purposes and not for any commercial purpose. <E T="03">See id.</E> </FTNT> <FTNT> <SU>6</SU>   <E T="03">See</E> Securities Exchange Act Release No. 68576 (January 3, 2013), 78 FR 1886 (January 9, 2013) (SR-Phlx-2012-145). </FTNT> <HD SOURCE="HD3">PHLX Order Feed</HD> Nasdaq Phlx Order Feed (“Order Feed”) provides pricing information on new orders resting on the Phlx Order book ( <E T="03">e.g.</E> price, quantity, market participant capacity and Attributable Order tags when provided by a Member). Nasdaq Phlx Order Feed is currently provided as part of the TOPO Plus Orders data product. The data provided for each options series includes the symbols (series and underlying security), displayed order types, order attributes ( <E T="03">e.g.,</E> OCC account number, give-up information, CMTA information), put or call indicator, expiration date, the strike price of the series, and whether the option series is available for trading on Phlx and identifies if the series is available for closing transactions only. The feed also provides auction and exposure notifications and order imbalances on opening/reopening (size of matched contracts and size of the imbalance). <SU>7</SU> <FTREF/> The Order Feed provides customers with the opportunity to reduce bandwidth (and therefore data processing costs) relative to the full depth of book feed, while retaining a view of market participant orders (setting aside symbols where participants have not placed orders). <FTNT> <SU>7</SU>   <E T="03">See</E> Options 3, Section 23(a)(2.) </FTNT> Customers are free to purchase PHLX Orders or not, and can reject the feed for any reason, including the fee charged. The monthly Professional Subscriber fee for Phlx Orders is currently $40. This fee has not changed in over a decade, since January 2013. <SU>8</SU> <FTREF/> <FTNT> <SU>8</SU>   <E T="03">See Supra</E> n. 5. </FTNT> <HD SOURCE="HD3">TOPO Plus Orders</HD> TOPO Plus Orders offers both TOPO and the Order Feed for a consolidated fee that is less than the combined fee for the two products. Customers are free to purchase TOPO Plus Orders or not, and can reject the feed for any reason, including the fee charged. The monthly Professional Subscriber fee for TOPO Plus Orders is currently $40. This fee has not changed since January 2013. <SU>9</SU> <FTREF/> <FTNT> <SU>9</SU>   <E T="03">See id.</E> </FTNT> <HD SOURCE="HD3">Proposed Changes</HD> The Exchange proposes to increase the Professional Subscriber Fees for TOPO, Orders, and TOPO Plus Orders for inflation. In January 2025, the Exchange proposed an inflationary adjustment to certain market data fees separated into three tranches to prevent any undue impact that execution in one tranche would have on our customers: 45 percent in 2025; 30 percent in 2026; and the final 25 percent in 2027. <SU>10</SU> <FTREF/> <FTNT> <SU>10</SU>   <E T="03">See</E> Securities Exchange Act Release No. 102125 (January 6, 2025), 90 FR 2766 (January 13, 2025) (SR-Phlx-2024-73). </FTNT> The Exchange proposes to replicate that proposal for these Professional Subscriber fees, using both the same measure of inflation and the same three tranche structure that became operative on January 1, 2025. As explained in that filing, the Exchange has continuously invested in its products after the current fees were first instituted to accommodate the increasing amount of information processed and the changes in technology over time. These investments have been necessary in part because of increases in the amount of information processed, coupled with the need to maintain infrastructure in a high fixed cost environment as system demand has increased over time: <FP SOURCE="FP-1">• Peak Rate by Millisecond: up approximately 40%</FP> <FP SOURCE="FP-1">• Average Rate per Millisecond: up approximately 37%</FP> <FP SOURCE="FP-1">• Peak Rate per Second: up approximately 109%</FP> <FP SOURCE="FP-1">• Average Rate per Second: up approximately 113%</FP> <FP SOURCE="FP-1"> • Peak Total Messages: up approximately 477% </FP> <FP SOURCE="FP-1">• Average Total Messages: up approximately 626%</FP> <FP SOURCE="FP-1">• Average Daily Volume: up approximately 18%</FP> <FP SOURCE="FP-1">• Maximum Message Count: up approximately 477%</FP> With this increase in message traffic and the need to maintain infrastructure, the Exchange expended significant resources to improve its market data products to meet customer expectations, including continued investment in all aspects of the technology ecosystem ( <E T="03">e.g.,</E> software, hardware, and network). And the Exchange continues to invest in enhancing its technology for the benefit and often at the behest of its customers. Yet the Exchange has not adjusted any of the fees included in this proposal for many years to even partially offset the costs of maintaining and enhancing its market data offerings. <HD SOURCE="HD3">Inflationary Index</HD> The fee increases the Exchange proposes are based on an industry-specific Producer P ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 24k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━