Self-Regulatory Organizations; The Nasdaq Stock Market 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. 34-104442; File No. SR-NASDAQ-2025-105]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; The Nasdaq Stock Market 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 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 12, 2025, The Nasdaq Stock Market LLC (“Nasdaq” 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/nasdaq/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 Nasdaq Market Center 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 Nasdaq Market Center 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 Nasdaq Book when submitted to Nasdaq. <E T="03">See</E> Nasdaq Equity 1, Section 1(a)(7). The Nasdaq Book is a montage for quotes and orders that collects and ranks all quotes and orders submitted by Participants. <E T="03">See</E> Nasdaq Equity 1, Section 1(a)(3)(A). </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 Nasdaq Book when submitted to Nasdaq. 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 4702 and 4703. 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> Nasdaq Equity 4, Rule 4703(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 Nasdaq on a day when Nasdaq closes early). <E T="03">See</E> Nasdaq Equity 1, Section 1(a)(9). </FTNT> <FTNT> <SU>9</SU>   <E T="03">See</E> Nasdaq Equity 4, Rule 4703(a)(3). </FTNT> <FTNT> <SU>10</SU>  System Hours means the period of time beginning at 4:00 a.m. ET and ending at 8:00 p.m. ET (or such earlier time as may be designated by Nasdaq on a day when Nasdaq closes early). <E T="03">See</E> Nasdaq Equity 1, Section 1(a)(9). </FTNT> <FTNT> <SU>11</SU>   <E T="03">See</E> Nasdaq Equity 4, Rule 4703(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 Nasdaq Equity 4, Rule 4703(a) to delete “one year after entry” from the list of available times for deactivating an Order. The Exchange also proposes to modify Nasdaq Equity 4, Rule 4703(a)(3), which contains the definition of the GTC TIF, by deleting it in its entirety and reserving that rule number. In order to remove references elsewhere in its rulebook to the GTC TIF, the Exchange proposes to remove a reference to GTC Orders in the listing standards for Exchange-Traded Managed Fund Shares (“NextShares”). Specifically, Nasdaq Rule 5745(b)(6)(B) currently specifies that the TIF of GTC (and, by implication, MGTC and SGTC) is not applicable to Orders for NextShares. Given that the Exchange is removing the TIF of GTC from its Equity Rules, the Exchange proposes to eliminate the reference to GTC in this listing rule, as that reference would be obsolete. Consistent with this change, the Exchange also proposes to redesignate Rule 5745(b)(6)(A) as Rule 5745(b)(6), and to rephrase the rule to reflect that there is now only one exception to the Order Attributes applicable to NextShares. The Exchange also proposes to make the following conforming changes to its Equity Rules, to delete all other references to GTC Orders: • Nasdaq Equity 4, Rule 4702(b)(7)(B) specifies that a Market Maker Peg Order may not have a TIF of GTC. The Exchange proposes to remove this reference to GTC. • Nasdaq Equity 4, Rule 4752 concerns the Exchange's opening process: ○ Rule 4752(a)(10) includes in the definition of Market Hours Orders those that have a TIF of MGTC. The Exchange proposes to remove this reference to MGTC. ○ Rule 4752(a)(11) includes in the definition of Open Eligible Interest any quotation or any order that may be entered into the system and designated with a TIF of SGTC. The Exchange proposes to remove this reference to SGTC. • Nasdaq Equity 4, Rule 4754 concerns the Nasdaq Closing Cross. Rule 4754(a)(1) defines Close Eligible Interest to mean any quotation or any order that may be entered into the system and designated with a TIF of SGTC or MGTC, among others. The Exchange proposes to remove this reference to SGTC and MGTC. • Nasdaq Equity 4, Rule 4761 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 4761(b) contains only such procedures that are specific to Orders with a TIF of GTC. Therefore, the Exchange proposes to remove Rule 4761(b) in its entirety. Consistent with this change, the Exchange proposes to redesignate Rule 4761(a) as Rule 4761, and to remove the introductory “Except as provided below,” introductory phrase to that rule. • Nasdaq 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, among others. The Exchange proposes to remove this reference to GTC Orders. • Nasdaq Equity 9, Section 1 concerns the adjustment of open orders. Section 1(d) defines “open order” as an order to buy or an open stop order to sell, including but not limited to, “good `til cancelled” orders, among others. The Exchange proposes to remove this reference to “good `til cancelled.” 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 Nasdaq Book at the close of the trading day immediately preceding the discontinuation of the GTC TIF ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 18k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━