Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Discontinue the Good-Till-Cancelled Time-in-Force Order Attribute in Its Equities Market

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104431; File No. SR-PHLX-2025-73]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Discontinue the Good-Till-Cancelled Time-in-Force Order Attribute in Its Equities Market</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 16, 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 discontinue the Good-Till-Cancelled Time-in-Force Order Attribute in its equities market. 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 discontinue the Time-in-Force of Good-Till-Cancelled from its equities market. Participants who trade equities in the Exchange can choose among many Order Types. <SU>3</SU> <FTREF/> Participants can also choose to apply different Order Attributes to their Orders. <SU>4</SU> <FTREF/> One of those Order Attributes is Time-in-Force (“TIF”). <SU>5</SU> <FTREF/> The TIF assigned to an Order is the period of time that the System will hold the Order for potential execution. Participants specify an Order's TIF by designating a time at which the Order will become active and a time at which the Order will cease to be active. <SU>6</SU> <FTREF/> Among the times available for Order deactivation is one year after Order entry. <SU>7</SU> <FTREF/> <FTNT> <SU>3</SU>  The term “Order” means an instruction to trade a specified number of shares in a specified System Security submitted to the PHLX Equities Market by a Participant. An “Order Type” is a standardized set of instructions associated with an Order that define how it will behave with respect to pricing, execution, and/or posting to the PSX Book when submitted to PHLX. <E T="03">See</E> PHLX Equity 1, Section 1(e). The PSX Book is a montage for quotes and orders that collects and ranks all quotes and orders submitted by Participants. <E T="03">See</E> PHLX Equity 1, Section 1(a)(1). </FTNT> <FTNT> <SU>4</SU>  An “Order Attribute” is a further set of variable instructions that may be associated with an Order to further define how it will behave with respect to pricing, execution, and/or posting to the PSX Book when submitted to PHLX. The available Order Types and Order Attributes, and the Order Attributes that may be associated with particular Order Types, are described in Equity 4, Rules 3301A and 3301B. One or more Order Attributes may be assigned to a single Order; provided, however, that if the use of multiple Order Attributes would provide contradictory instructions to an Order, the System will reject the Order or remove non-conforming Order Attributes. <E T="03">See id.</E> </FTNT> <FTNT> <SU>5</SU>   <E T="03">See</E> PHLX Equity 4, Rule 3301B(a). </FTNT> <FTNT> <SU>6</SU>   <E T="03">See id.</E> </FTNT> <FTNT> <SU>7</SU>   <E T="03">See id.</E> </FTNT> An Order that is designated to deactivate one year after entry may be referred to as a “Good-till-Cancelled” or “GTC” Order. If a GTC Order is designated as eligible for execution during Market Hours  <SU>8</SU> <FTREF/> only, it may be referred to as having a Time in Force of “Market Hours Good-till-Cancelled” or “MGTC.”  <SU>9</SU> <FTREF/> If a GTC Order is designated as eligible for execution during System Hours, <SU>10</SU> <FTREF/> it may be referred to as having a Time in Force of “System Hours Good-till-Cancelled” or “SGTC.”  <SU>11</SU> <FTREF/> Therefore, both in the Exchange's rules and in this filing, references to the TIF of GTC include both the TIF of MGTC and the TIF of SGTC. <FTNT> <SU>8</SU>  Market Hours means the period of time beginning at 9:30 a.m. ET and ending at 4:00 p.m. ET (or such earlier time as may be designated by the Exchange on a day when the Exchange closes early). <E T="03">See</E> PHLX Equity 1, Section 1(g). </FTNT> <FTNT> <SU>9</SU>   <E T="03">See</E> PHLX Equity 4, Rule 3301B(a)(3). </FTNT> <FTNT> <SU>10</SU>  System Hours means the period of time beginning at 8:00 a.m. ET and ending at 8:00 p.m. ET (or such earlier time as may be designated by the Exchange on a day when the Exchange closes early). <E T="03">See</E> PHLX Equity 1, Section 1(g). </FTNT> <FTNT> <SU>11</SU>   <E T="03">See</E> PHLX Equity 4, Rule 3301B(a)(3). </FTNT> The Exchange proposes to discontinue the availability of the GTC TIF on its equities market. In order to do so, the Exchange proposes to modify PHLX Equity 4, Rule 3301B(a) to delete “one year after entry” from the list of available times for deactivating an Order. The Exchange also proposes to modify PHLX Equity 4, Rule 3301B(a)(3), which contains the definition of the GTC TIF, by deleting it in its entirety and reserving that rule number. The Exchange also proposes to make the following conforming changes to its Equity Rules, to delete all other references to GTC Orders: • PHLX Equity 4, Rule 3301A(b)(5)(B) specifies that a Market Maker Peg Order may not have a TIF of GTC. The Exchange proposes to remove this reference to GTC. • PHLX Equity 4, Rule 3311 concerns procedures in response to issuer corporate actions, including any dividend (whether payable in cash or securities or both), payment, distribution, forward or reverse stock split, symbol change, or change in primary listing venue. Rule 3311(b) contains only such procedures that are specific to Orders with a TIF of GTC. Therefore, the Exchange proposes to remove Rule 3311(b) in its entirety. Consistent with this change, the Exchange proposes to redesignate Rule 3311(a) as Rule 3311, and to remove the introductory “Except as provided below,” introductory phrase to that rule. • PHLX Equity 6, Section 5 sets out the risk settings that the Exchange offers to a Participant's activities on the Exchange. Section 5(c) concerns Cancel-on-Disconnect Control. This optional control allows a Participant, when it experiences a disruption in its connection to the Exchange, to immediately cancel all pending Exchange Orders except GTC Orders. The Exchange proposes to remove this reference to GTC Orders. Starting on the day that the Exchange discontinues the GTC TIF Order Attribute, any new GTC Orders sent to the Exchange will be rejected. Any GTC Orders remaining on the PSX Book at the close of the trading day immediately preceding the discontinuation of the GTC TIF Order Attribute will be cancelled by the Exchange. The discontinuation of the GTC TIF Order Attribute will become operative in the first quarter of 2026. The Exchange currently intends to discontinue GTC Orders on February 2, 2026. Therefore, any GTC Orders remaining on the PSX Book at the close of trading on January 30, 2026, would be cancelled by the Exchange. <SU>12</SU> <FTREF/> If the Exchange were to postpone this February 2, 2026, discontinuation date to a later date in the first quarter of 2026, the new discontinuation date would be communicated by the Exchange through an Equity Trader Alert. <FTNT> <SU>12</SU>   <E T="03">See</E> Nasdaq Equity Trader Alert #2025-83, “Nasdaq to Decommission Good-Till-Cancelled (GTC) Orders” (Oct. 24, 2025), <E T="03">available at https://www.nasdaqtrader.com/TraderNews.aspx?id=ETA2025-83;</E> Nasdaq Equity Trader Alert #2025-97, “UPDATE IN TIMING: Nasdaq to Decommission Good-Till-Cancelled (GTC) Orders” (Dec. 3, 2025), <E T="03">available at https://www.nasdaqtrader.com/TraderNews.aspx?id=ETA2025-97.</E> </FTNT> <HD SOURCE="HD3">2. Statutory Basis</HD> The Exchange believes that its proposal is consistent with Section 6(b) of the Act, <SU>13</SU> <FTREF/> in general, and furthers the objectives of Section 6(b)(5) of the Act, <SU>14</SU> <FTREF/> in particular, in that it is designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general to protect investors and the public interest. <FTNT> <SU>13</SU>  15 U.S.C. 78f(b). </FTNT> <FTNT> <SU>14</SU>  15 U.S.C. 78f(b)(5). </FTNT> It is consistent with the Act for the Exchange to modify the Order Attributes available on equities orders on the Exchange. PHLX has found that very few Participants avail themselves of the GTC TIF. Retaining this functionality adds comp ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 16k characters. 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