Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing of Proposed Change To Amend Rules 7.37 and 7.44, 13231-13233 [2025-04662]

Download as PDF Federal Register / Vol. 90, No. 53 / Thursday, March 20, 2025 / Notices SECURITIES AND EXCHANGE COMMISSION [Release No. 34–102683; File No. SR– NYSENAT–2025–05] Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing of Proposed Change To Amend Rules 7.37 and 7.44 March 14, 2025. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on March 12, 2025, NYSE National, Inc. (‘‘NYSE National’’ 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 Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend Rules 7.37 and 7.44 to provide for the use of an optional routing strategy available for Type 1 Retail Orders. The proposed change is available on the Exchange’s website at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 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. ddrumheller on DSK120RN23PROD with NOTICES1 A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend Rules 7.37 (Order Execution and Routing) and 7.44 (Retail Liquidity Program) to adopt the Retail Price 1 15 2 17 U.S.C. 78s(b)(1). CFR 240.19b–4. VerDate Sep<11>2014 19:09 Mar 19, 2025 Jkt 265001 Improvement Seeking routing strategy, an optional routing strategy available for Type 1 Retail Orders. The Exchange first proposes to amend Rule 7.44(f)(1), which defines a Type 1 Retail Order. The Exchange operates a Retail Liquidity Program that is intended to attract retail order flow to the Exchange and allow such order flow to receive potential price improvement at the midpoint or better. A Retail Order, as defined in Rule 7.44(a)(2), is an agency order or riskless principal order that meets the criteria of FINRA Rule 5320.03, originating from a natural person, and that is submitted to the Exchange by a Retail Member Organization (‘‘RMO’’), provided that no change is made to the terms of the order with respect to price or side of market and the order does not originate from a trading algorithm or any other computerized methodology.3 Rule 7.44(f)(1) currently defines a Type 1 Retail Order to buy (sell) as an MPL IOC Order with a working price at the lower (higher) of the midpoint of the PBBO or its limit price that trades only with available Retail Price Improvement Orders 4 to sell (buy) and all other orders to sell (buy) with a working price below (above) or equal to the midpoint of the PBBO on the Exchange Book. A Type 1 Retail Order does not route (except as specified in Rule 7.44(f)(1)), and the quantity of a Type 1 Retail Order to buy (sell) that does not trade with eligible orders to sell (buy) will be immediately and automatically cancelled. A Type 1 Retail Order would be cancelled on arrival if there is no PBBO or the PBBO is locked or crossed. The last sentence of Rule 7.44(f)(1) currently provides that a Type 1 Retail Order may be designated with the Retail Midpoint Ping routing strategy, and that a Type 1 Retail Order designated with such routing strategy would be accepted and routed pursuant to such strategy even if there is no PBBO or the PBBO is locked or crossed. The Exchange proposes to amend this sentence to provide that a Type 1 Retail Order may also be designated with a Retail Price Improvement Seeking routing strategy. 3 To qualify as an RMO, an ETP Holder must conduct a retail business or route retail orders on behalf of another broker-dealer. See Rule 7.44(b)(1). To become an RMO, an ETP Holder must submit an application form, supporting documentation to confirm that the RMO applicant’s order flow would meet the requirements of the Retail Order definition, and an attestation that substantially all orders submitted as Retail Orders will qualify as such. See Rule 7.44(b)(2). 4 A Retail Price Improvement Order is an MPL Order that is eligible to trade only with incoming Retail Orders submitted by an RMO. See Rule 7.44(a)(3). PO 00000 Frm 00100 Fmt 4703 Sfmt 4703 13231 The Exchange next proposes to amend Rule 7.37(b)(9) to add new subparagraph (C) providing for the Retail Price Improvement Seeking routing strategy. Proposed Rule 7.37(b)(9)(C) would provide that the Retail Price Improvement Seeking routing strategy would be available for Type 1 Retail Orders. A Type 1 Retail Order designated with the Retail Price Improvement Seeking routing strategy would first check the Exchange book for available shares. Any remaining quantity of the order would then route as a Retail Order 5 to New York Stock Exchange, LLC (‘‘NYSE’’). Any shares that remain unexecuted after routing to NYSE will be cancelled. The Retail Price Improvement Seeking routing strategy is intended to offer any remaining quantity of Type 1 Retail Orders, after executing against interest on the Exchange Book, the opportunity to access liquidity on the NYSE, which also operates a retail liquidity program.6 Type 1 Retail Orders routed to the NYSE with the Retail Price Improvement Seeking routing strategy would be able to interact with Retail Price Improvement Orders 7 and other interest on the NYSE book as a Retail Order in the NYSE retail liquidity program, thereby providing such orders with additional price improvement opportunities.8 Type 1 Retail Orders designated with the Retail Price Improvement Seeking routing strategy will be routed to the NYSE by the Exchange’s routing broker, Archipelago Securities LLC (‘‘ArcaSec’’), on behalf of the NYSE National RMOs that originally submitted such orders, and ArcaSec will be qualified as an NYSE RMO under NYSE Rule 7.44(b) for purposes of routing such orders.9 5 The requirements and obligations for NYSE National RMOs are the same as those for NYSE RMOs, as are the definitions of Retail Order on NYSE National and NYSE. See NYSE Rules 7.44(a)(2) (defining RMO); 7.44(a)(3) (defining Retail Order); 7.44(b) and 7.44(h) (describing RMO qualifications). 6 See NYSE Rule 7.44. 7 See NYSE Rule 7.44(a)(4). 8 As proposed, Type 1 Retail Orders (which are MPL IOC Orders) routed pursuant to the Retail Price Improvement Seeking routing strategy would be converted to Limit IOC Orders to comport with the definition of Retail Order in the NYSE Retail Liquidity Program. See NYSE Rule 7.44(k) (‘‘A Retail Order to buy (sell) is a Limit IOC Order that will trade only with available Retail Price Improvement Orders to sell (buy) and all other orders to sell (buy) with a working price below (above) the PBO (PBB) on the Exchange Book. . . .’’). 9 ArcaSec will rely on representations made by NYSE National RMOs with respect to their Retail Orders and is not responsible for verifying that orders routed pursuant to the Retail Price Improvement Seeking routing strategy satisfy the definition of a Retail Order under exchange rules. E:\FR\FM\20MRN1.SGM 20MRN1 13232 Federal Register / Vol. 90, No. 53 / Thursday, March 20, 2025 / Notices Subject to approval of this proposed rule change, the Exchange will implement this change no later than in the third quarter of 2025 and announce the implementation date by Trader Update. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) of the Act,10 in general, and furthers the objectives of Section 6(b)(5),11 in particular, because it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, 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. The Exchange believes the proposed change would promote just and equitable principles of trade, remove impediments to, and perfect the mechanism of, a free and open market and a national market system, and protect investors and the public interest by providing for the optional use of routing functionality that would offer Type 1 Retail Orders the opportunity to pursue additional price improvement opportunities on another market offering retail liquidity. Although the proposed routing strategy is not identical to any existing routing strategies offered by an equity exchange, the Exchange believes it is not dissimilar to routing options already offered by the Exchange, its affiliated exchanges, and/or other equity exchanges. The Retail Price Improvement Seeking routing strategy, as proposed, would be available specifically to retail order flow, like the Retail Midpoint Ping routing strategy currently offered on the Exchange and a routing option currently offered by another equity exchange,12 and offers functionality similar to routing options available on the Exchange and other equity exchanges in that it would route orders to an affiliated exchange.13 10 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). 12 See, e.g., NYSE National Rule 7.37(b)(9)(B) (describing the Retail Midpoint Ping routing strategy, which is also available only to Type 1 Retail Orders); Nasdaq Rule 4758(a)(1)(A)(v) (describing RFTY routing option available for Designated Retail Orders). 13 See, e.g., NYSE National Rule 7.37(b)(9)(B) (describing the Retail Midpoint Ping routing strategy, which also routes to affiliated exchanges); NYSE National Rule 7.37(b)(9)(A) (describing the Midpoint Ping routing strategy, which routes to affiliated exchanges); NYSE Rule 7.37(c)(9)(A) ddrumheller on DSK120RN23PROD with NOTICES1 11 15 VerDate Sep<11>2014 19:09 Mar 19, 2025 Jkt 265001 The Exchange further believes that the proposed change would promote just and equitable principles of trade, remove impediments to, and perfect the mechanism of, a free and open market and a national market system, and protect investors and the public interest because it would afford greater flexibility to market participants through the optional use of a routing strategy providing retail order flow with the option to seek additional price improvement opportunities on another market offering retail liquidity. The Exchange also believes that the proposed change would promote just and equitable principles of trade and remove impediments to, and perfect the mechanism of, a free and open market and a national market system because it is intended to attract retail order flow to the Exchange, including by facilitating additional opportunities for such order flow to receive potential price improvement on both the Exchange and on another market offering retail liquidity. The proposed change could also promote competition for retail order flow among execution venues, which would benefit retail investors by creating additional price improvement opportunities for marketable retail order flow on multiple public exchanges. The Exchange also believes that the proposed change would allow it to compete with other equity exchanges that similarly promote additional trading opportunities for retail order flow at the midpoint,14 as well as with other equity exchanges that offer similar routing options. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance (same); NYSE American, LLC Rule 7.37E(b)(9)(A) (same); NYSE Arca, Inc. Rule 7.37–E(b)(9)(A) (same); NYSE Chicago, Inc. Rule 7.37(b)(9)(A) (same); BYX Rule 11.13(b)(3)(Q) (describing the RMPT and RMPL routing options, under which a Mid-Point Peg Order checks the originating book for available shares before any remaining shares are routed to destinations on the System routing table that support midpoint eligible orders); BZX Rule 11.14(b)(3)(O) (describing the ALLB routing option, which checks the originating order book for available shares before routing to other markets in the Cboe group of exchanges); BYX Rule 11.13(b)(3)(M) (same); EDGA Rule 11.11(g)(7) (same); EDGX Rule 11.11(g)(7) (same); Nasdaq Rule 4758(a)(1)(A)(xv) (describing the SCAR routing option, which checks the originating order book for available shares and routes to other markets in the Nasdaq group of exchanges); BX Rule 4758(a)(1)(A)(x) (same); PHLX Rule 3315(a)(1)(A)(x) (same). 14 See, e.g., Investors Exchange LLC (‘‘IEX’’) Rule 11.232 (describing the IEX Retail Program, which is designed to provide retail order flow with price improvement opportunities at the midpoint). PO 00000 Frm 00101 Fmt 4703 Sfmt 4703 of the purposes of the Act. As noted above, the Exchange believes that the proposed change could instead encourage competition by offering the optional use of routing strategies similar to those already offered by other equity exchanges, as well as by promoting additional trading opportunities (including for retail order flow, in particular). C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: A. by order approve or disapprove the proposed rule change, or B. institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include file number SR– NYSENAT–2025–05 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to file number SR–NYSENAT–2025–05. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the E:\FR\FM\20MRN1.SGM 20MRN1 Federal Register / Vol. 90, No. 53 / Thursday, March 20, 2025 / Notices submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR–NYSENAT–2025–05 and should be submitted on or before April 10, 2025. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.15 Vanessa A. Countryman, Secretary. [FR Doc. 2025–04662 Filed 3–19–25; 8:45 am] BILLING CODE 8011–01–P Dated: March 17, 2025. Sherry R. Haywood, Assistant Secretary. SECURITIES AND EXCHANGE COMMISSION ddrumheller on DSK120RN23PROD with NOTICES1 15(d) of the Securities and Exchange Act of 1934 (the ‘‘Exchange Act’’) (15 U.S.C. 78o(d)). Section 15(d) establishes a periodic reporting obligation for every issuer of a class of securities registered under the Securities Act of 1933 (the ‘‘Securities Act’’) (15 U.S.C. 77a et seq.). Form 11–K provides employees of an issuer with financial information so that they can assess the performance of the investment vehicle or stock plan. We estimate that Form 11–K requires approximately internal 95.81 burden hours per response and that there is an average of approximately 941 Form 11– K filings annually for a total of 90,157 internal burden hours annually (95.81 hours per response × 941 responses). We also estimate that Form 11–K requires a cost of approximately $7,525 per response for a total annual cost burden of $7,081,025 ($7,525 per response × 941 responses). An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. The public may view and comment on this information collection request at: https://www.reginfo.gov/public/do/ PRAViewICR?ref_nbr=202501-3235-001 or send an email comment to MBX.OMB.OIRA.SEC_desk_officer@ omb.eop.gov within 30 days of the day after publication of this notice by April 21, 2025. [FR Doc. 2025–04766 Filed 3–19–25; 8:45 am] [OMB Control No. 3235–0082] BILLING CODE 8011–01–P Submission for OMB Review; Comment Request; Extension: Form 11–K SECURITIES AND EXCHANGE COMMISSION Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) has submitted to the Office of Management and Budget this request for extension of the previously approved collection of information discussed below. Form 11–K (17 CFR 249.311) is the annual report designed for use by employee stock purchase, savings, and similar plans to comply with the reporting requirements under Section 15 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 19:09 Mar 19, 2025 Jkt 265001 [Release No. 34–102682; File No. SR–ISE– 2024–62] Self-Regulatory Organizations; Nasdaq ISE, LLC; Notice of Filing of Amendment No. 1 and Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, Regarding Position and Exercise Limits for Options on the iShares Bitcoin Trust ETF March 14, 2025. I. Introduction On December 20, 2024, Nasdaq ISE, LLC (‘‘ISE’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’ or PO 00000 Frm 00102 Fmt 4703 Sfmt 4703 13233 ‘‘Exchange Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to apply the position and exercise limits in Options 9, Sections 13 and 15 to options on the iShares Bitcoin Trust ETF (‘‘IBIT’’) and to provide for the trading of flexible exchange (‘‘FLEX’’) options on IBIT. The proposed rule change was published for comment in the Federal Register on January 6, 2025.3 On February 20, 2025, pursuant to Section 19(b)(2) of the Exchange Act,4 the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.5 The Commission has received comments on the proposed rule change.6 On March 6, 2025, the Exchange submitted Amendment No. 1 to the proposed rule change (‘‘Amendment No. 1’’), which supersedes the original filing in its entirety.7 The Commission is publishing this notice to solicit comments on the proposed rule change, as modified by Amendment No. 1, and is instituting proceedings pursuant to Section 19(b)(2)(B) of the Act 8 to determine whether to approve or disapprove the proposed rule change, as modified by Amendment No. 1. II. Self-Regulatory Organization’s Description of the Proposed Rule Change, as Modified by Amendment No. 1 The Exchange proposes to amend Options 9, Sections 13 and 15 to propose an increase to the position and exercise limits for iShares Bitcoin Trust ETF (‘‘IBIT’’). This Amendment No. 1 supersedes the original filing in its entirety and proposes to (1) amend the position and exercise limit for IBIT options from 25,000 contracts to the applicable position and exercise limit as 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 102065 (Dec. 31, 2024), 90 FR 704. 4 15 U.S.C. 78s(b)(2). 5 See Securities Exchange Act Release No. 102463, 90 FR 10736 (Feb. 26, 2025). The Commission designated April 6, 2025, as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change. 6 Comments on the proposal are available at: https://www.sec.gov/comments/sr-ise-2024-62/ srise202462.htm. 7 Amendment No. 1 revises the proposal to apply the position limits in ISE Options 9, Sections 13(d) and the corresponding exercise limits in ISE Options 9, Section 15 to IBIT options and to remove proposed changes to permit the trading of IBIT FLEX options. Amendment No. 1 is available at: https://www.sec.gov/comments/sr-ise-2024-62/ srise202462-578436-1659562.pdf. 8 15 U.S.C. 78s(b)(2)(B). 2 17 E:\FR\FM\20MRN1.SGM 20MRN1

Agencies

[Federal Register Volume 90, Number 53 (Thursday, March 20, 2025)]
[Notices]
[Pages 13231-13233]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-04662]



[[Page 13231]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-102683; File No. SR-NYSENAT-2025-05]


Self-Regulatory Organizations; NYSE National, Inc.; Notice of 
Filing of Proposed Change To Amend Rules 7.37 and 7.44

March 14, 2025.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on March 12, 2025, NYSE National, Inc. (``NYSE National'' 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 Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Rules 7.37 and 7.44 to provide for 
the use of an optional routing strategy available for Type 1 Retail 
Orders. The proposed change is available on the Exchange's website at 
www.nyse.com, at the principal office of the Exchange, and at the 
Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    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.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Rules 7.37 (Order Execution and 
Routing) and 7.44 (Retail Liquidity Program) to adopt the Retail Price 
Improvement Seeking routing strategy, an optional routing strategy 
available for Type 1 Retail Orders.
    The Exchange first proposes to amend Rule 7.44(f)(1), which defines 
a Type 1 Retail Order. The Exchange operates a Retail Liquidity Program 
that is intended to attract retail order flow to the Exchange and allow 
such order flow to receive potential price improvement at the midpoint 
or better. A Retail Order, as defined in Rule 7.44(a)(2), is an agency 
order or riskless principal order that meets the criteria of FINRA Rule 
5320.03, originating from a natural person, and that is submitted to 
the Exchange by a Retail Member Organization (``RMO''), provided that 
no change is made to the terms of the order with respect to price or 
side of market and the order does not originate from a trading 
algorithm or any other computerized methodology.\3\ Rule 7.44(f)(1) 
currently defines a Type 1 Retail Order to buy (sell) as an MPL IOC 
Order with a working price at the lower (higher) of the midpoint of the 
PBBO or its limit price that trades only with available Retail Price 
Improvement Orders \4\ to sell (buy) and all other orders to sell (buy) 
with a working price below (above) or equal to the midpoint of the PBBO 
on the Exchange Book. A Type 1 Retail Order does not route (except as 
specified in Rule 7.44(f)(1)), and the quantity of a Type 1 Retail 
Order to buy (sell) that does not trade with eligible orders to sell 
(buy) will be immediately and automatically cancelled. A Type 1 Retail 
Order would be cancelled on arrival if there is no PBBO or the PBBO is 
locked or crossed.
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    \3\ To qualify as an RMO, an ETP Holder must conduct a retail 
business or route retail orders on behalf of another broker-dealer. 
See Rule 7.44(b)(1). To become an RMO, an ETP Holder must submit an 
application form, supporting documentation to confirm that the RMO 
applicant's order flow would meet the requirements of the Retail 
Order definition, and an attestation that substantially all orders 
submitted as Retail Orders will qualify as such. See Rule 
7.44(b)(2).
    \4\ A Retail Price Improvement Order is an MPL Order that is 
eligible to trade only with incoming Retail Orders submitted by an 
RMO. See Rule 7.44(a)(3).
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    The last sentence of Rule 7.44(f)(1) currently provides that a Type 
1 Retail Order may be designated with the Retail Midpoint Ping routing 
strategy, and that a Type 1 Retail Order designated with such routing 
strategy would be accepted and routed pursuant to such strategy even if 
there is no PBBO or the PBBO is locked or crossed. The Exchange 
proposes to amend this sentence to provide that a Type 1 Retail Order 
may also be designated with a Retail Price Improvement Seeking routing 
strategy.
    The Exchange next proposes to amend Rule 7.37(b)(9) to add new 
subparagraph (C) providing for the Retail Price Improvement Seeking 
routing strategy. Proposed Rule 7.37(b)(9)(C) would provide that the 
Retail Price Improvement Seeking routing strategy would be available 
for Type 1 Retail Orders. A Type 1 Retail Order designated with the 
Retail Price Improvement Seeking routing strategy would first check the 
Exchange book for available shares. Any remaining quantity of the order 
would then route as a Retail Order \5\ to New York Stock Exchange, LLC 
(``NYSE''). Any shares that remain unexecuted after routing to NYSE 
will be cancelled. The Retail Price Improvement Seeking routing 
strategy is intended to offer any remaining quantity of Type 1 Retail 
Orders, after executing against interest on the Exchange Book, the 
opportunity to access liquidity on the NYSE, which also operates a 
retail liquidity program.\6\ Type 1 Retail Orders routed to the NYSE 
with the Retail Price Improvement Seeking routing strategy would be 
able to interact with Retail Price Improvement Orders \7\ and other 
interest on the NYSE book as a Retail Order in the NYSE retail 
liquidity program, thereby providing such orders with additional price 
improvement opportunities.\8\ Type 1 Retail Orders designated with the 
Retail Price Improvement Seeking routing strategy will be routed to the 
NYSE by the Exchange's routing broker, Archipelago Securities LLC 
(``ArcaSec''), on behalf of the NYSE National RMOs that originally 
submitted such orders, and ArcaSec will be qualified as an NYSE RMO 
under NYSE Rule 7.44(b) for purposes of routing such orders.\9\
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    \5\ The requirements and obligations for NYSE National RMOs are 
the same as those for NYSE RMOs, as are the definitions of Retail 
Order on NYSE National and NYSE. See NYSE Rules 7.44(a)(2) (defining 
RMO); 7.44(a)(3) (defining Retail Order); 7.44(b) and 7.44(h) 
(describing RMO qualifications).
    \6\ See NYSE Rule 7.44.
    \7\ See NYSE Rule 7.44(a)(4).
    \8\ As proposed, Type 1 Retail Orders (which are MPL IOC Orders) 
routed pursuant to the Retail Price Improvement Seeking routing 
strategy would be converted to Limit IOC Orders to comport with the 
definition of Retail Order in the NYSE Retail Liquidity Program. See 
NYSE Rule 7.44(k) (``A Retail Order to buy (sell) is a Limit IOC 
Order that will trade only with available Retail Price Improvement 
Orders to sell (buy) and all other orders to sell (buy) with a 
working price below (above) the PBO (PBB) on the Exchange Book. . . 
.'').
    \9\ ArcaSec will rely on representations made by NYSE National 
RMOs with respect to their Retail Orders and is not responsible for 
verifying that orders routed pursuant to the Retail Price 
Improvement Seeking routing strategy satisfy the definition of a 
Retail Order under exchange rules.

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[[Page 13232]]

    Subject to approval of this proposed rule change, the Exchange will 
implement this change no later than in the third quarter of 2025 and 
announce the implementation date by Trader Update.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Act,\10\ in general, and furthers the objectives of Section 
6(b)(5),\11\ in particular, because it is designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in facilitating transactions in securities, 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.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes the proposed change would promote just and 
equitable principles of trade, remove impediments to, and perfect the 
mechanism of, a free and open market and a national market system, and 
protect investors and the public interest by providing for the optional 
use of routing functionality that would offer Type 1 Retail Orders the 
opportunity to pursue additional price improvement opportunities on 
another market offering retail liquidity. Although the proposed routing 
strategy is not identical to any existing routing strategies offered by 
an equity exchange, the Exchange believes it is not dissimilar to 
routing options already offered by the Exchange, its affiliated 
exchanges, and/or other equity exchanges. The Retail Price Improvement 
Seeking routing strategy, as proposed, would be available specifically 
to retail order flow, like the Retail Midpoint Ping routing strategy 
currently offered on the Exchange and a routing option currently 
offered by another equity exchange,\12\ and offers functionality 
similar to routing options available on the Exchange and other equity 
exchanges in that it would route orders to an affiliated exchange.\13\
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    \12\ See, e.g., NYSE National Rule 7.37(b)(9)(B) (describing the 
Retail Midpoint Ping routing strategy, which is also available only 
to Type 1 Retail Orders); Nasdaq Rule 4758(a)(1)(A)(v) (describing 
RFTY routing option available for Designated Retail Orders).
    \13\ See, e.g., NYSE National Rule 7.37(b)(9)(B) (describing the 
Retail Midpoint Ping routing strategy, which also routes to 
affiliated exchanges); NYSE National Rule 7.37(b)(9)(A) (describing 
the Midpoint Ping routing strategy, which routes to affiliated 
exchanges); NYSE Rule 7.37(c)(9)(A) (same); NYSE American, LLC Rule 
7.37E(b)(9)(A) (same); NYSE Arca, Inc. Rule 7.37-E(b)(9)(A) (same); 
NYSE Chicago, Inc. Rule 7.37(b)(9)(A) (same); BYX Rule 
11.13(b)(3)(Q) (describing the RMPT and RMPL routing options, under 
which a Mid-Point Peg Order checks the originating book for 
available shares before any remaining shares are routed to 
destinations on the System routing table that support midpoint 
eligible orders); BZX Rule 11.14(b)(3)(O) (describing the ALLB 
routing option, which checks the originating order book for 
available shares before routing to other markets in the Cboe group 
of exchanges); BYX Rule 11.13(b)(3)(M) (same); EDGA Rule 11.11(g)(7) 
(same); EDGX Rule 11.11(g)(7) (same); Nasdaq Rule 4758(a)(1)(A)(xv) 
(describing the SCAR routing option, which checks the originating 
order book for available shares and routes to other markets in the 
Nasdaq group of exchanges); BX Rule 4758(a)(1)(A)(x) (same); PHLX 
Rule 3315(a)(1)(A)(x) (same).
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    The Exchange further believes that the proposed change would 
promote just and equitable principles of trade, remove impediments to, 
and perfect the mechanism of, a free and open market and a national 
market system, and protect investors and the public interest because it 
would afford greater flexibility to market participants through the 
optional use of a routing strategy providing retail order flow with the 
option to seek additional price improvement opportunities on another 
market offering retail liquidity. The Exchange also believes that the 
proposed change would promote just and equitable principles of trade 
and remove impediments to, and perfect the mechanism of, a free and 
open market and a national market system because it is intended to 
attract retail order flow to the Exchange, including by facilitating 
additional opportunities for such order flow to receive potential price 
improvement on both the Exchange and on another market offering retail 
liquidity. The proposed change could also promote competition for 
retail order flow among execution venues, which would benefit retail 
investors by creating additional price improvement opportunities for 
marketable retail order flow on multiple public exchanges. The Exchange 
also believes that the proposed change would allow it to compete with 
other equity exchanges that similarly promote additional trading 
opportunities for retail order flow at the midpoint,\14\ as well as 
with other equity exchanges that offer similar routing options.
---------------------------------------------------------------------------

    \14\ See, e.g., Investors Exchange LLC (``IEX'') Rule 11.232 
(describing the IEX Retail Program, which is designed to provide 
retail order flow with price improvement opportunities at the 
midpoint).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. As noted above, the Exchange 
believes that the proposed change could instead encourage competition 
by offering the optional use of routing strategies similar to those 
already offered by other equity exchanges, as well as by promoting 
additional trading opportunities (including for retail order flow, in 
particular).

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    A. by order approve or disapprove the proposed rule change, or
    B. institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-NYSENAT-2025-05 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-NYSENAT-2025-05. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the

[[Page 13233]]

submission, all subsequent amendments, all written statements with 
respect to the proposed rule change that are filed with the Commission, 
and all written communications relating to the proposed rule change 
between the Commission and any person, other than those that may be 
withheld from the public in accordance with the provisions of 5 U.S.C. 
552, will be available for website viewing and printing in the 
Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549, on official business days between the hours of 10 a.m. and 3 
p.m. Copies of the filing also will be available for inspection and 
copying at the principal office of the Exchange. Do not include 
personal identifiable information in submissions; you should submit 
only information that you wish to make available publicly. We may 
redact in part or withhold entirely from publication submitted material 
that is obscene or subject to copyright protection. All submissions 
should refer to file number SR-NYSENAT-2025-05 and should be submitted 
on or before April 10, 2025.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2025-04662 Filed 3-19-25; 8:45 am]
BILLING CODE 8011-01-P
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