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. 34-104449; File No. SR-NYSE-2025-44]</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 18, 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, 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 the definition of “last modified” in the NYSE Price List (“Price List”) applicable to D Orders that execute in the close. 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 the definition of “last modified” in the Price List applicable to D Orders that execute in the close. The Exchange proposes to implement the fee change effective December 5, 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 16 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. The proposed change responds to the current competitive environment where order flow providers have a choice of where to direct liquidity-providing orders and closing price orders by encouraging all member organizations to enter or modify D Orders as early possible, which the Exchange believes promotes efficient use of Exchange systems in the best interests of member organizations and investors accessing the Exchange. <HD SOURCE="HD3">Proposed Rule Change</HD> The Exchange currently offers fees differentiated by time of entry (or last modification) for D Orders at the close after the first 10,500,000 ADV of the aggregate executions at the close by a member organization. Footnote 10 of the Price List defines “last modified” in this connection as follows: As used herein, “last modified” means the later of the order's entry time or the final modification or cancellation time for any D Order designated for the close with the same broker badge, entering firm mnemonic, symbol, and side. The Exchange proposes to amend this definition to provide that “last modified” would mean the later of the order's entry time or the final modification for a D Order designated for the close. As proposed, the definition would read as follows: As used herein, “last modified” means the later of the order's entry time or the final modification for a D Order designated for the close. The Exchange is not proposing any changes to the current fees. The proposed changes are not otherwise intended to address any other issues, and the Exchange is not aware of any problems that member organizations would have in complying with the proposed change. <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>9</SU> <FTREF/> in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act, <SU>10</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 does not unfairly discriminate between customers, issuers, brokers or dealers. <FTNT> <SU>9</SU>  15 U.S.C. 78f(b). </FTNT> <FTNT> <SU>10</SU>  15 U.S.C. 78f(b)(4) & (5). </FTNT> The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act, <SU>11</SU> <FTREF/> in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act, <SU>12</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 does not unfairly discriminate between customers, issuers, brokers or dealers. <FTNT> <SU>11</SU>  15 U.S.C. 78f(b). </FTNT> <FTNT> <SU>12</SU>  15 U.S.C. 78f(b)(4) & (5). </FTNT> As discussed above, 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>13</SU> <FTREF/> 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>14</SU> <FTREF/> <FTNT> <SU>13</SU>   <E T="03">See</E> Securities Exchange Act Release No. 51808 (Ju ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 19k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━