Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Exchange Rules 11.180 and Rule 14.002 To Conform With Recent Amendment to Definition of Round Lot Under Rule 600 of Regulation NMS

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104474; File No. SR-LTSE-2025-28]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Exchange Rules 11.180 and Rule 14.002 To Conform With Recent Amendment to Definition of Round Lot Under Rule 600 of Regulation NMS</SUBJECT> <DATE>December 19, 2025.</DATE> Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”), <SU>1</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>2</SU> <FTREF/> notice is hereby given that on December 17, 2025, Long-Term Stock Exchange, Inc. (“LTSE” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I and II 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 is filing with the Securities and Exchange Commission (“Commission”) a proposed rule change to amend Exchange Rules 11.180 and Rule 14.002 to conform with a recent amendment to the definition of Round Lot under Rule 600 of Regulation NMS recently approved by the Commission. <SU>3</SU> <FTREF/> <FTNT> <SU>3</SU>   <E T="03">See</E> Securities Exchange Act Release No. 101070 (September 18, 2024), 89 FR 81620 (October 8, 2024) (S7-30-22). </FTNT> The text of the proposed rule change is available at the Exchange's website at <E T="03">https://longtermstockexchange.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 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 self-regulatory organization 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 amend Exchange Rules 11.180 and 14.002 to conform with a recent amendment to the definition of Round Lot under Rule 600 of Regulation NMS recently approved by the Commission. <SU>4</SU> <FTREF/> The Exchange also proposes to make conforming non-substantive changes to Exchange Rules 11.151(a)(1), Two-Sided Quote Obligation, 11.220, Priority of Orders, and 14.310, Initial Listing Requirements for Primary Equity Securities. <FTNT> <SU>4</SU>   <E T="03">See supra</E> note 3. </FTNT> In 2020, the Commission adopted amendments to Regulation NMS to modernize the NMS information provided within the national market system for the benefit of market participants and to better achieve Section 11A's goals of assuring “the availability to brokers, dealers, and investors of information with respect to quotations for and transactions in securities that is prompt, accurate, reliable, and fair” (“MDI Rules”). <SU>5</SU> <FTREF/> These changes included an amendment to Rule 600 of Regulation NMS to include a definition of “round lot” that assigns each NMS stock to a round lot size based on the stock's average closing price. Prior to this change, a “round lot” was not defined in the Act or Regulation NMS. The definition of a “round lot” was included in the rules of each exchange, including Exchange Rules 11.180 and 14.002, which typically defined a “Round Lot” as 100 shares, but they also allowed the exchange, or the primary listing exchange for the stock, discretion to define it otherwise. <FTNT> <SU>5</SU>   <E T="03">See</E> Securities Exchange Act Release No. 90610 (December 9, 2020), 86 FR 18596 (April 9, 2021) (“MDI Adopting Release”). </FTNT> In light of delays in the implementation of the MDI Rules, including the definition of round lot, on September 18, 2024, the Commission, among other things, accelerated the implementation of the round lot definition. The Commission also revised the round lot definition as set forth below. <SU>6</SU> <FTREF/> Rule 600(b)(93) of Regulation NMS, as adopted by the MDI Rules and as amended in 2024, <SU>7</SU> <FTREF/> defines a round lot for NMS stocks  <SU>8</SU> <FTREF/> that have an average closing price on the primary listing exchange during the prior Evaluation Period  <SU>9</SU> <FTREF/> of: (1) $250.00 or less per share as 100 shares; (2) $250.01 to $1,000.00 per share as 40 shares; (3) $1,000.01 to $10,000.00 per share as 10 shares; and (4) $10,000.01 or more per share as 1 share. For any security that becomes an NMS Stock during an operative period, as described in Rule 600(b)(93)(iv), <SU>10</SU> <FTREF/> a round lot is 100 shares. Adjustments to the round lot size for a security will occur on a semiannual basis and the calculation of the average closing price on the primary listing exchange will be based on a one month “Evaluation Period.” <FTNT> <SU>6</SU>   <E T="03">See supra</E> note 3. </FTNT> <FTNT> <SU>7</SU>   <E T="03">Id.</E> </FTNT> <FTNT> <SU>8</SU>  “NMS stock” is defined under Regulation NMS as any NMS security other than an option. 17 CFR 242.600(b)(65). </FTNT> <FTNT> <SU>9</SU>  Rule 600(b)(93)(iii) of Regulation NMS defines the Evaluation Period as (A) all trading days in March for the round lot assigned on the first business day in May and (B) all trading days in September for the round lot assigned on the first business day of November during which the average closing price of an NMS stock on the primary listing exchange shall be measured by the primary listing exchange to determine the round lot for each NMS stock. </FTNT> <FTNT> <SU>10</SU>  Pursuant to Rule 600(b)(93)(iv) of Regulation NMS the round lot assigned under this section shall be operative on: (A) The first business day of May for the March Evaluation Period and continue through the last business day of October of the calendar year; and (B) The first business day of November for the September Evaluation Period and continue through the last business day of April of the next calendar year. </FTNT> The implementation of the Commission's revised definition was required to be completed on November 3, 2025, and the Commission provided temporary exemptive relief to exchanges from the requirement to file proposed rule changes to amend their rules to reflect the round lot definition in Rule 600(b)(93) of Regulation NMS until 30 calendar days following the end of the lapse of appropriations. <SU>11</SU> <FTREF/> The Exchange now proposes to amend Exchange Rules 11.180 and 14.002 to conform with the definition of Round Lot under Rule 600 of the Regulation NMS. <FTNT> <SU>11</SU>   <E T="03">See</E> Securities Exchange Act Release No. 104172 (Oct. 31, 2025) (Order Granting Temporary Exemptive Relief). </FTNT> Exchange Rule 11.180(q)(1) provides that “[o]ne hundred (100) shares or any multiple thereof shall constitute a Round Lot, unless an alternative number of shares is established as a Round Lot by the listing exchange for the security.” The Exchange proposes to replace this definition with a sentence that explicitly refers to the definition of round lots under Rule 600 of Regulation NMS. As a result, the above sentence will be deleted and replaced with the following, “For any NMS stock, the “Round Lot” shall be the size assigned by the primary listing market pursuant to Rule 600 of Regulation NMS under the Exchange Act.” Similarly, Exchange Rule 14.002(a)(1) provides “ “Round Lot” or “Normal Unit of Trading” means 100 shares of a security[,]” and provides that the Exchange may determine when a “Round Lot” would not mean 100 shares. The Exchange now proposes to also amend Exchange Rule 14.002(a)(1) to explicitly refer to the definition of a round lot under Rule 600 of Regulation NMS. Again, the Exchange proposes these changes solely to conform the Exchange's definition of Round Lot under Exchange Rule 11.180(q)(1) and Exchange Rule 14.002(a)(1) to the new definition of Round Lot under Rule 600 of Regulation NMS. The Exchange also proposes to make conforming non-substantive changes to Exchange Rule 11.151(a)(1), Two-Sided Quote Obligation. Exchange Rule 11.151(a)(1) currently provides that “[u]nless otherwise designated, a `normal unit of trading' shall be 100 shares.” The Exchange proposes to replace the aforementioned sentence with a sentence that conforms to the newly adopted definition of Round Lot in the Exchange's Rulebook. As a result, the above sentence will be removed and replaced with the following: “[u]nless otherwise designated, a `normal unit of trading' shall be a Round Lot as defined in Exchange Rule 11.180.” The Exchange also proposes to make conforming non-substantive changes to Exchange Rules 11.220, Priority of Orders and 14.310, Initial Listing Requirements for Primary Equity Securities. The Exchange proposes to capitalize the term Round Lot in each of these rules. The purpose of these changes is to provide greater clarity to exchange members and the public regarding the Rulebook. The Exchange does not propose any additional changes to these rules. <HD SOURCE="HD3">Implementation Date</HD> The proposed rule changes will be implemented on December 12, 2025. <HD SOURCE="HD3">2. Statutory Basis</HD> The Exchange believes that the proposed rule ch ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 20k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━