Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Adopt New Rule 8.201 (Generic)

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104491; File No. SR-NYSE-2025-47]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Adopt New Rule 8.201 (Generic)</SUBJECT> <DATE>December 22, 2025.</DATE> Pursuant to Section 19(b)(1)  <SU>1</SU> <FTREF/> of the Securities Exchange Act of 1934 (“Act”)  <SU>2</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>3</SU> <FTREF/> notice is hereby given that on December 10, 2025, New York Stock Exchange LLC (“NYSE” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the self-regulatory organization. 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>  15 U.S.C. 78a. </FTNT> <FTNT> <SU>3</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 new Rule 8.201 (Generic) to permit the generic listing and trading of Commodity-Based Trust Shares that meet the requirements of such rule. The proposed rule change is available on the Exchange's website at <E T="03">www.nyse.com,</E> at the principal office of the Exchange, and at the Commission's Public Reference Room. <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 new Rule 8.201 (Generic), which would permit the generic listing and trading of Commodity-Based Trust Shares that meet the requirements of the Rule. Current Rule 8.201 would continue to provide for the listing and trading of series of Commodity-Based Trust Shares for which the Exchange would file separate proposals under Section 19(b) of the Act. <SU>4</SU> <FTREF/> Consistent with other products that may currently list on the Exchange pursuant to generic listing standards ( <E T="03">e.g.,</E> Investment Company Units listed pursuant to Rule 5.2(j)(3), Managed Fund Shares listed pursuant to Rule 8.600, and ETF Shares listed pursuant to Rule 5.2(j)(8)), the Exchange proposes that Commodity-Based Trust Shares that meet the requirements of proposed Rule 8.201 (Generic) would be permitted to be listed and traded on the Exchange without prior Commission approval order or notice of effectiveness pursuant to Section 19(b) of the Act. <SU>5</SU> <FTREF/> The Exchange believes that the proposed generic listing standards for Commodity-Based Trust Shares would facilitate the efficient listing of such products by significantly reducing the time frame and costs associated with bringing these securities to market, which would in turn promote market competition among issuers of such products, to the benefit of the investing public. <FTNT> <SU>4</SU>  To further distinguish current Rule 8.201 from proposed Rule 8.201 (Generic) and promote clarity in Exchange rules, the Exchange proposes to add a parenthetical to the title of Rule 8.201 to designate it as applicable to non-generically listed series of Commodity-Based Trust Shares. The Exchange also proposes non-substantive, conforming changes throughout current Rule 8.201 to add references to its new title, Rule 8.201 (Non-Generic), to ensure specificity and transparency in the rule text. The Exchange proposes to retain Rule 8.201 (Non-Generic) to accommodate any existing products listed and traded under such rule that may not meet the requirements of proposed Rule 8.201 (Generic), as well as to promote consistency between the rules of the Exchange and its affiliated equities exchanges. The Exchange also proposes to amend current Rule 8.201(c)(2), which defines the term “commodity,” to ensure that the rule refers to the correct section of the Commodity Exchange Act. </FTNT> <FTNT> <SU>5</SU>  Rule 19b-4(e)(1) provides that the listing and trading of a new derivative securities product by a self-regulatory organization (“SRO”) is not deemed a proposed rule change, pursuant to paragraph (c)(1) of Rule 19b-4, if the Commission has approved, pursuant to Section 19(b) of the Act, the SRO's trading rules, procedures and listing standards for the product class that would include the new derivative securities product and the SRO has a surveillance program for the product class. As contemplated by proposed Rule 8.201 (Generic), the Exchange proposes to establish generic listing standards for Commodity-Based Trust Shares that meet the criteria of the rule. Commodity-Based Trust Shares listed under proposed Rule 8.201 (Generic) would therefore not need a separate proposed rule change pursuant to Rule 19b-4 before they could be listed and traded on the Exchange. Rule 19b-4(e) requires an SRO seeking to rely on Rule 19b-4(e) to file Form 19b-4(e) with the Commission within 5 business days after commencement of trading a new derivative securities product that is not deemed to be a proposed rule change. </FTNT> As further discussed below, proposed Rule 8.201 (Generic) is based on Rule 8.201-E (Generic) of the Exchange's affiliated exchange, NYSE Arca, Inc. (“NYSE Arca”), with only the following non-substantive conforming changes: • Replacement of references to “ETP Holder” with references to “member organization”; and • Replacement of internal references to NYSE Arca rules with references to NYSE rules ( <E T="03">e.g.,</E> Rule 7.34 rather than Rule 7.34-E). <HD SOURCE="HD3">Proposed Rule 8.201 (Generic)</HD> Proposed Rule 8.201(a) (Generic) would provide that the Exchange will consider for trading, whether by listing or pursuant to unlisted trading privileges, Commodity-Based Trust Shares that meet the criteria of this Rule and that the Exchange may list and/or trade Commodity-Based Trust Shares that meet the standards set forth in this Rule 8.201 (Generic) pursuant to Rule 19b-4(e) under the Exchange Act. If a series of Commodity-Based Trust Shares listed pursuant to proposed Rule 8.201 (Generic) does not satisfy these requirements, the Exchange may suspend trading in the shares and will initiate delisting proceedings pursuant to Rule 5.5(m). Proposed Rule 8.201(a) (Generic) is based on NYSE Arca Rule 8.201-E(a) (Generic), with a non-substantive change to refer to Rule 8.201 (Generic) instead of Rule 8.201-E (Generic). Proposed Rule 8.201(b) (Generic) would provide that Rule 8.201 (Generic) is applicable only to Commodity-Based Trust Shares listed pursuant to this Rule. Except to the extent inconsistent with this Rule, or unless the context otherwise requires, the provisions of the Bylaws and all other rules and procedures of the Board of Directors shall be applicable to the trading on the Exchange of such securities. Commodity-Based Trust Shares are included within the definition of “security” or “securities” as such terms are used in the Bvlaws and Rules of the Exchange and are subject to the Exchange's existing rules governing the trading of equity securities. Proposed Rule 8.201(b) (Generic) is based on NYSE Arca Rule 8.201-E(b) (Generic). Proposed Rule 8.201(c) (Generic) would set forth definitions for purposes of Rule 8.201 (Generic). Proposed Rule 8.201(c)(1) (Generic), which is based on NYSE Arca Rule 8.201-E(c)(1) (Generic), would define Commodity-Based Trust Shares for purposes of Rule 8.201 (Generic) as a security that: • Is issued by a trust, limited liability company, partnership, or other similar entity (“Trust”) that, if applicable, is operated by a registered commodity pool operator pursuant to the Commodity Exchange Act, and is not registered as an investment company pursuant to the Investment Company Act of 1940, or series or class thereof (proposed Rule 8.201(c)(1)(i) (Generic)); • Is designed to reflect the performance of one or more reference assets or an index of reference assets, less expenses and other liabilities (proposed Rule 8.201(c)(1)(ii) (Generic)); • In order to reflect the performance as provided in (c)(1)(ii) above, is issued by a Trust that holds (A) one or more commodities or commodity-based assets as defined in (c)(3) below, and (B) in addition to such commodities or commodity-based assets, may hold securities, cash, and cash equivalents (proposed Rule 8.201(c)(1)(iii) (Generic)); • Is issued by a Trust in a specified aggregate minimum number in return for a deposit of (A) a specified quantity of the underlying commodities, commodity-based assets, securities, cash, and cash equivalents or (B) a cash amount with a value based on the next determined net asset value per Trust share (proposed Rule 8.201(c)(1)(iv) (Generic)); and • When aggregated in the same specified minimum number, may be redeemed at a holder's request by a Trust which will deliver to the redeeming holder (A) the specified quantity of the-underlying commodities, commodity-based assets, securities, cash, and cash equivalents or (B) a cash amount with a value based on the next determined net asset value per Trust share (proposed Rule 8.201(c)(1)(v) (Generic)). Proposed Rule 8.201(c)(2) (Generic) would define the term “commodity” to have the same meaning ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 43k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━