Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To (i) Introduce a New Fee Credit Under Equity 7, Section 118(a)(1) (Fees for Execution and Routing of Orders) and Amend the Fee Schedule; (ii) Introduce New Fees and Credits Under Equity 7, Section 118(b), (iii) Amend Equity 7, Section 118(e) (Opening Cross) and Introduce a New Fee Credit; and (iv) Eliminate the Excess Order Fee Credits at Equity 7, Section 118(m) and Remove Related Language in Equity 7, Section 114(d)(1), 13643-13647 [2025-04977]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 90, Number 56 (Tuesday, March 25, 2025)]
[Notices]
[Pages 13643-13647]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-04977]



[[Page 13643]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-102698; File No. SR-NASDAQ-2025-028]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
(i) Introduce a New Fee Credit Under Equity 7, Section 118(a)(1) (Fees 
for Execution and Routing of Orders) and Amend the Fee Schedule; (ii) 
Introduce New Fees and Credits Under Equity 7, Section 118(b), (iii) 
Amend Equity 7, Section 118(e) (Opening Cross) and Introduce a New Fee 
Credit; and (iv) Eliminate the Excess Order Fee Credits at Equity 7, 
Section 118(m) and Remove Related Language in Equity 7, Section 
114(d)(1)

March 19, 2025.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on March 13, 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.
---------------------------------------------------------------------------

    \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 (i) introduce a new fee credit under 
Equity 7, Section 118(a)(1) (Fees for Execution and Routing of Orders) 
and amend the fee schedule; (ii) introduce new fees and credits under 
Equity 7, Section 118(b), (iii) amend Equity 7, Section 118(e) (Opening 
Cross) and introduce a new fee credit; and (iv) eliminate the Excess 
Order Fee credits at Equity 7, Section 118(m) and remove related 
language in Equity 7, Section 114(d)(1).
    The text of the proposed rule change is available on the Exchange's 
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings, 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 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.

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

1. Purpose
    The purpose of the proposed rule change is to: (i) introduce a new 
fee credit under Equity 7, Section 118(a)(1) (Fees for Execution and 
Routing of Orders) and amend charges to members that execute orders in 
the Nasdaq Market Center; (ii) introduce new fees and credits under 
Equity 7, Section 118(b), (iii) amend Equity 7, Section 118(e) (Opening 
Cross) and introduce a new fee credit; and (iv) eliminate the Excess 
Order Fee credits at Equity 7, Section 118(m) and remove related 
language in Section 114(d)(1).
Introduction of New Fee Credit Under Section 118(a)(1)
    The Exchange proposes to amend its schedule of credits, at Equity 
7, Section 118(a)(1). Specifically, the Exchange proposes to introduce 
a new credit applicable to Tapes A, B, and C for displayed quotes 
(other than Supplemental Orders or Designated Retail Orders) that 
provide liquidity. Under the proposed rule change, members will be 
eligible for the new credit of $0.0030 if they meet the following 
criteria in securities priced at or greater than $1: (1) the member 
adds at least 1% of the Consolidated Volume, with at least 0.30% of 
such volume being Tape B securities; and (2) the member adds at least 
0.25% of Consolidated Volume of non-displayed liquidity (other than 
midpoint orders) and Midpoint Extended Life Orders (``M-ELO'').
    This proposed change will apply to Tapes A, B, and C. The purpose 
of the new credit structure is to incentivize members to increase their 
liquidity adding activity on the Exchange. By providing an additional 
incentive for members to contribute displayed liquidity, the Exchange 
aims to enhance market quality and improve liquidity.
    The new proposed credit of $0.0030 is in addition to other credits 
the Exchange already offers to member for providing displayed 
liquidity. The Exchange believes that if this incentive successfully 
drives additional liquidity, the resulting increase will enhance 
overall market quality, benefiting all participants.
    Additionally, the Exchange proposes to amend its schedule of fees, 
at Equity 7, Section 118(a)(1), which incentivizes members to grow the 
extent to which they participate in the Exchange's routing strategy for 
Designated Retail Orders (``RFTY'').
    RFTY is an order routing option designed to enhance execution 
quality and benefit retail investors by providing price improvement 
opportunities to Designated Retail Orders (``DROs'').\3\ As set forth 
in Equity 7, Section 118(a), for securities in each Tape, the Exchange 
presently charges a $0.0030 per share executed fee to a member for 
shares executed above 4 million shares during the month for RFTY orders 
that remove liquidity from the Nasdaq Market Center or that execute in 
a venue with a protected quotation under Regulation NMS other than the 
Nasdaq Market Center. For purposes of calculating the 4 million share 
threshold described above and assessing the charge set forth herein, 
the Exchange excludes RFTY orders that execute at taker-maker venues. 
Currently, the Exchange charges no fee per share executed to a member 
for shares executed up to 4 million shares or above 4 million shares, 
provided that the member grows its volume of shares executed in RFTY 
during regular Market Hours during the month by at least 100 percent 
relative to March 2022, for RFTY orders that remove liquidity from the 
Nasdaq Market Center or that execute in a venue with a protected 
quotation under Regulation NMS.
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    \3\ See Securities Exchange Act Release No. 34-75987 (September 
25, 2015), 80 FR 59210 (October 1, 2015) (SR-NASDAQ-2015-112). A DRO 
is an agency or riskless principal order that meets the criteria of 
FINRA Rule 5320.03 and that originates from a natural person and is 
submitted to Nasdaq by a member that designates it pursuant to this 
rule, 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. An 
order from a ``natural person'' can include orders on behalf of 
accounts that are held in a corporate legal form--such as an 
Individual Retirement Account, Corporation, or a Limited Liability 
Company--that has been established for the benefit of an individual 
or group of related family members, provided that the order is 
submitted by an individual. Members must submit a signed written 
attestation, in a form prescribed by Nasdaq, that they have 
implemented policies and procedures that are reasonably designed to 
ensure that substantially all orders designated by the member as 
``Designated Retail Orders'' comply with these requirements.
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    The Exchange now proposes to amend the RFTY fee structure to adjust 
the execution volume threshold from 4 million shares per month to 8 
million

[[Page 13644]]

shares per month, reduce the charge for shares executed above 8 million 
shares per month from $0.0030 to $0.0025, and introduce a new 
requirement that members must add a daily average of at least 3 million 
shares of Designated Retail Orders during the month to qualify for the 
$0.0000 per executed share rate. The current 4 million share threshold 
for determining execution fees for RFTY Orders will be increased to 8 
million shares per month. This change applies to RFTY Orders that 
remove liquidity from the Nasdaq Market Center or execute in a venue 
with a protected quotation under Regulation NMS other than the Nasdaq 
Market Center. For shares executed above 8 million shares per month, 
the charge will be reduced from $0.0030 to $0.0025 per share executed. 
For shares executed up to 8 million shares per month, or for shares 
above the 8 million share threshold where the member adds a daily 
average of at least 3 million shares of Designated Retail Orders during 
the month, the charge will remain $0.0000 per executed share. RFTY 
Orders that execute at taker-maker venues remain excluded from the 
volume calculation. Members seeking to qualify for the $0.0000 per 
executed share rate must now also add a daily average of at least 3 
million shares of Designated Retail Orders during the month. 
Additionally, requirements stating that provided that the member grows 
its volume of shares executed in RFTY during regular Market Hours 
during the month by at least 100 percent relative to March 2022 will be 
removed. The proposed changes are designed to encourage greater 
participation from retail liquidity providers while maintaining a 
competitive pricing structure.
Credits and Fees for Orders in Securities Priced Below $1.00 During the 
Pre-Market Session
    The Exchange proposes to amend Equity 7, Section 118(b) to 
introduce new credits and fees specifically for orders in securities 
priced below $1.00 during the Pre-Market Session.\4\ Under the proposed 
change, members entering an order that executes in the Nasdaq Market 
Center during the Pre-Market Session for securities priced below $1.00 
and provides liquidity will receive a credit of 0.05% of the total 
dollar volume per executed share. Members entering an order that routes 
and executes at an away market during the Pre-Market Session for 
securities priced below $1 will be charged 0.3% of the total dollar 
value per executed share. Members entering an order that executes in 
the Nasdaq Market Center will be charged 0.15% of the total dollar 
volume per executed share. The proposed changes aim to incentivize 
market participants to provide liquidity within the Exchange during 
early trading hours while ensuring fair and transparent execution costs 
for orders routed externally.
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    \4\ Nasdaq Rule Equity 1, Section 1(a) (9) defines Pre-Market 
Sessions to mean the period of time beginning at 4:00 a.m. ET and 
ending immediately prior to the commencement of Market Hours
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Opening Cross Amendment
    The Exchange proposes to amend Equity 7, Section 118(e) (Opening 
Cross), which provides fees for orders executed in the Exchange's 
Opening Cross. Currently, Equity 7, Section 118(e)(1) provides that 
Market-on-Open, Good-till-Cancelled, and Immediate-or-Cancel orders 
executed in the Exchange's Opening Cross is $0.0015 per share executed, 
and all other quotes and orders executed in the Exchange's Opening 
Cross is $0.0011 per share executed. Equity 7, Section 118(e)(2) 
provides firms that execute orders in the Exchange's Opening Cross will 
be subject to fees for such executions up to a monthly maximum of 
$35,000, provided, however that such firms add at least one million 
shares of liquidity, on average per day, per month. The Exchange 
proposes to amend Equity, 7 Section 118(e)(2) to provide firms that 
execute orders in the Exchange's Opening Cross (in securities priced at 
or above $1.00) will be capped at $35,000 per month, if firms add at 
least one million shares of liquidity, on average per day, per month, 
and to introduce a new fee credit of 0.25% of the total dollar volume 
for Opening Cross Orders in shares priced below $1. Specifically, the 
Exchange proposes to introduce explicit language stating that the 
monthly maximum execution fees for the Opening Cross apply only to 
securities priced at or above $1. The proposed fee of 0.25% of the 
total dollar volume for Opening Cross Orders in shares priced below $1 
incentivizes participants by introducing a fair and transparent order 
fee for participants that execute orders below $1. The proposed changes 
ensure fair and transparent pricing for Opening Cross participants 
while aligning the fee structure with the Exchange's broader market 
pricing practices.
Elimination of Excess Order Fee
    The Exchange proposes to eliminate the Excess Order Fee in its fee 
schedule at Equity 7, Section 118(m), which exists to deter members 
from inefficient order entry practices that place excessive burdens on 
the system of the Exchange and other members and that may negatively 
impact the usefulness of market data. Under the Excess Order Fee, the 
Exchange imposes an Excess Order Fee on members with an ``Order Entry 
Ratio'' of more than 100. The Order Ration is calculated, and the 
Excess Order Fee is imposed on a monthly basis. All calculations under 
the rule are based on orders received during regular market hours 
(generally, 9:30 a.m. to 4:00 p.m.) and excludes orders received at 
other times, even if they are executed during regular market hours.
    For each member, the Order Entry Ratio is the ratio of (i) the 
member's ``Weighted Order Total'' to (ii) the greater of one (1) or the 
number of displayed, non-marketable orders sent to the Exchange by the 
member that execute in full or in part. The Weighted Order Total is the 
number of displayed, non-marketable orders sent to NASDAQ through the 
MPID, as adjusted by a ``Weighting Factor.'' The applicable Weighting 
Factor is applied to each order based on its price in comparison to the 
NBBO at the time of order entry:

------------------------------------------------------------------------
                                                               Weighting
             Order's price versus NBBO at entry                 factor
------------------------------------------------------------------------
Less than 0.20% away........................................          0x
0.20% to 0.99% away.........................................          1x
1.00% to 1.99% away.........................................          2x
2.00% or more away..........................................          3x
------------------------------------------------------------------------

    Thus, in calculating the Weighted Order Total, an order that was 
more than 2.0% away from the NBBO would be equivalent to three orders 
that were 0.50% away. Due to the applicable Weighting Factor of 0x, 
orders entered less than 0.20% away from the NBBO would not be included 
in the Weighted Order Total but would be included in the ``executed'' 
orders component of the Order Entry Ratio if they execute in full or 
part. Orders sent by market makers in securities in which they are 
registered, through the market participant identifier (``MPID'') 
applicable to the registration, are excluded from both components of 
the ratio. In addition, MPIDs with a daily average Weighted Order Total 
of less than 100,000 during the month or registered in a daily average 
of 100 or more issues in a given month will not be subject to the 
Excess Order Fee.
    The following example illustrates the calculation of the Order 
Entry Ratio:
     A member enters 35,000,000 displayed, liquidity-providing 
orders:
    [cir] The member is registered as a market maker with respect to 
20,000,000 of the orders. These orders are excluded from the 
calculation.

[[Page 13645]]

    [cir] 10,000,000 orders are entered at the NBBO. The Weighting 
Factor for these orders is 0x.
    [cir] 5,000,000 orders are entered at a price that is 1.50% away 
from the NBBO. The Weighting Factor for these orders is 2x.
     Of the 15,000,000 orders included in the calculation, 
90,000 are executed.
     The Weighted Order Total is (10,000,000 x 0) + (5,000,000 
x 2) = 10,000,000. The Order Entry Ratio is 10,000,000/90,000 = 111.
    If an MPID has an Order Entry Ratio of more than 100, the amount of 
the Order Entry Fee will be calculated by determining the MPID's 
``Excess Weighted Orders.'' Excess Weighted Orders are calculated by 
subtracting (i) the Weighted Order Total that would result in the MPID 
having an Order Entry Ratio of 100 from (ii) the MPID's actual Weighted 
Order Total. In the example above, the Weighted Order Total that would 
result in an Order Entry Ratio of 100 is 9,000,000, since 9,000,000/
90,000 = 100. Accordingly, the Excess Weighted Orders would be 
10,000,000 - 9,000,000 = 1,000,000.
    The Excess Order Fee charged to the member will then be determined 
by multiplying the ``Applicable Rate'' by the number of Excess Weighted 
Orders. The Applicable Rate is determined based on the MPID's Order 
Entry Ratio:

------------------------------------------------------------------------
                                                              Applicable
                     Order entry ratio                           rate
------------------------------------------------------------------------
101-1,000..................................................       $0.005
More than 1,000............................................        $0.01
------------------------------------------------------------------------

    In the example above, the Applicable Rate would be $0.005, based on 
the MPID's Order Entry Ratio of 111. Accordingly, the monthly Excess 
Order Fee would be 1,000,000 x $0.005 = $5,000.
    The Exchange proposes to eliminate the Excess Order Fee Program due 
to low application and limited impact on market behavior. Additionally, 
the Exchange is removing language in Equity 7, Section 114(d)(1) 
(Qualified Market Maker) Program that referenced the Excess Order Fee 
Program. Currently, Equity 7, Section 114(d) provides that a member may 
be designated as a Qualified Market Maker if: (1) the member is not 
assessed any ``Excess Order Fee'' under Equity 7, Section 118 during 
the month; and (2) the member quotes at the NBBO at least 25% of the 
time during regular market hours in an average of at least 1,000 
securities per day during the month. For purposes of this section, a 
member is considered to be quoting at the NBBO if one of its MPIDs has 
a displayed order (other than a Designated Retail Order) at either the 
national best bid or the national best offer or both the national best 
bid and offer. On a daily basis, Nasdaq will determine the number of 
securities in which each of a member's MPIDs satisfied the 25% NBBO 
requirement. Nasdaq will aggregate all of a member's MPIDs to determine 
the number of securities for purposes of the 25% NBBO requirement. To 
qualify for Qualified Market Maker designation, the member must meet 
the requirement for an average of 1,000 securities per day over the 
course of the month. The Exchange's proposed removal of Equity 7, 
Section 114(d)(1) is necessary to remove outdated language that no 
longer serves a practical function in the Exchange's rules.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\5\ in general, and furthers the objectives of Sections 
6(b)(4) and 6(b)(5) of the Act,\6\ in particular, in that it provides 
for the equitable allocation of reasonable dues, fees and other charges 
among members and issuers and other persons using any facility, and is 
not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange's proposed changes to its schedule of credits are 
reasonable in several respects. As a threshold matter, the Exchange is 
subject to significant competitive forces in the market for equity 
securities transaction services that constrain its pricing 
determinations in that market. The fact that this market is competitive 
has long been recognized by the courts. In NetCoalition v. Securities 
and Exchange Commission, the D.C. Circuit stated as follows: ``[n]o one 
disputes that competition for order flow is `fierce.' . . . As the SEC 
explained, `[i]n the U.S. national market system, buyers and sellers of 
securities, and the broker-dealers that act as their order-routing 
agents, have a wide range of choices of where to route orders for 
execution'; [and] `no exchange can afford to take its market share 
percentages for granted' because `no exchange possesses a monopoly, 
regulatory or otherwise, in the execution of order flow from broker 
dealers' . . . .'' \7\
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    \7\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010) 
(quoting Securities Exchange Act Release No. 59039 (December 2, 
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
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    The Commission and the courts have repeatedly expressed their 
preference for competition over regulatory intervention in determining 
prices, products, and services in the securities markets. In Regulation 
NMS, while adopting a series of steps to improve the current market 
model, 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.'' \8\
---------------------------------------------------------------------------

    \8\ Securities Exchange Act Release No. 51808 (June 9, 2005), 70 
FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting 
Release'').
---------------------------------------------------------------------------

    Numerous indicia demonstrate the competitive nature of this market. 
For example, clear substitutes to the Exchange exist in the market for 
equity security transaction services. The Exchange is only one of 
several equity venues to which market participants may direct their 
order flow. Competing equity exchanges offer similar tiered pricing 
structures to that of the Exchange, including schedules of rebates and 
fees that apply based upon members achieving certain volume thresholds.
    Within this environment, market participants can freely and often 
do shift their order flow among the Exchange and competing venues in 
response to changes in their respective pricing schedules. As such, the 
proposal represents a reasonable attempt by the Exchange to increase 
its liquidity and market share relative to its competitors.
Introduction of New Fee Credit Under Section 118(a)(1)
    The Exchange believes that it is reasonable, equitable, and not 
unfairly discriminatory to establish a new credit for members that add 
displayed liquidity under Equity 7, Section 118(a)(1). The additional 
new credit is reasonable because it will incentivize liquidity adding 
activity and provide an incentive to members that provide additional 
displayed liquidity to the Exchange. The Exchange believes that if such 
incentive is effective, then any ensuring increase in liquidity to the 
Exchange will improve market quality, to the benefit of all 
participants. To the extent that the Exchange succeeds in increasing 
the levels of liquidity and activity on the Exchange, the Exchange will 
experience improvements in its market quality, which stands to benefit 
all market participants. The Exchange further believes that the 
proposed new credit of $0.0030 for members providing additional 
liquidity is equitable because it will be applied uniformly to all

[[Page 13646]]

members that meet the specified criteria.
    The Exchange's proposed new credit is not intended to advantage any 
particular member and will be applied uniformly to all members that 
meet the qualifying criteria. Moreover, the proposal stands to improve 
the overall market quality of the Exchange, to the benefit of all 
market participants, by incentivizing members to increase the extent of 
their liquidity adding activity. Any participant that is dissatisfied 
with the proposal is free to shift their order flow to competing venues 
that provide more generous pricing or less stringent qualifying 
criteria.
    Additionally, the Exchange believes that it is reasonable, 
equitable, and not unfairly discriminatory to make the proposed changes 
to RFTY Orders at, Equity 7, Section 118(a)(1). The increase in volume 
threshold from 4 million shares to 8 million shares aligns with the 
Exchange's objectives of encouraging greater trading activity and 
reducing the per-share-charge for executions above 8 million shares per 
month incentivizes high-volume participants and fosters liquidity 
growth. Introducing a requirement for members to add a daily average of 
3 million shares of Designated Retail Orders each month encourages 
retail liquidity providers' participation while maintaining competitive 
pricing. The proposed changes apply uniformly to all market 
participants that meet the specified thresholds and provide members 
with equal access to the fee benefits, provided they meet the execution 
and retail order flow requirement. The proposed changes further balance 
incentives between liquidity providers and retail order flow 
contributors, ensuring a fair allocation of pricing benefits.
Credits and Fees for Orders Executed in Securities Priced Below $1.00 
During the Pre-Market Session
    The Exchange believes that it is reasonable, equitable, and not 
unfairly discriminatory to introduce new credits and fees for orders in 
securities priced below $1.00 during the Pre-Market Session. The 
introduction of the proposed new credit provides market participants 
with an incentive to contribute liquidity at the start of the trading 
day, which will benefit overall market efficiency. The introduction of 
the 0.15% charge on orders that route and execute at an away market 
during the Pre-Market Session for securities priced below $1.00 ensures 
that members that remove liquidity from the Exchange contribute 
appropriately to the cost of market operation while maintaining fair 
access to external venues. The proposed structure seeks to maintain 
commitment to a competitive and transparent trading environment while 
ensuring that participants executing orders in securities priced below 
$1.00 receive economic incentives for providing liquidity during early 
trading hours.
Opening Cross Amendment
    The Exchange believes that it is reasonable, equitable, and not 
unfairly discriminatory to amend the Opening Cross Program to establish 
that fees under Equity 7, Section 118(e) are only applicable to 
securities priced at or above $1, and to introduce a new order fee of 
0.25% of total dollar volume for Opening Cross Orders that are executed 
in securities priced below $1. The amendment clarifying the Opening 
Cross monthly maximum fee applies only to securities priced at or above 
$1, ensures alignment with other Nasdaq fee structures. The 
introduction of the new order fee is reasonable because it ensures that 
all order execution types are appropriately accounted for. Furthermore, 
the changes are not unfairly discriminatory because all firms executing 
the specified order types in the Opening cross have fair access to 
credits and fees if they meet the relevant requirements. The proposed 
changes enhance the Exchange's competitive standing, promote fair fee 
allocation, and incentivize liquidity in the Opening Cross process.
Excess Order Fee
    The Exchange believes that it is reasonable, equitable, and not 
unfairly discriminatory to eliminate the Excess Order Fee Program due 
to low application and limited impact on market behavior. The proposed 
elimination of the Excess Order Fee Program does not impose any new 
costs or requirements and removes a fee that no longer serves a 
meaningful purpose. The Exchange has limited resources to allocate to 
incentive programs like this one and it must, from time to time, 
reallocate those resources to maximize their net impact on the 
Exchange, market quality, and participants. Going forward, the Exchange 
plans to reallocate the resources it devotes to the Excess Order Fee 
Program to other incentive programs that it hopes will be more 
impactful. Additionally, the removal of related language in Equity 7, 
Section 114(d)(1) eliminates references to the Excess Order Fee Program 
that is being eliminated. This is necessary to improve and keep clarity 
amongst the Exchanges rules for market participants.

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 not necessary or appropriate in 
furtherance of the purposes of the Act. In terms of inter-market 
competition, the Exchange notes that it operates in a highly 
competitive market in which market participants can readily favor 
competing venues if they deem fee levels at a particular venue to be 
excessive, or rebate opportunities available at other venues to be more 
favorable. In such an environment, the Exchange must continually adjust 
its fees to remain competitive with other exchanges and with 
alternative trading systems that have been exempted from compliance 
with the statutory standards applicable to exchanges. Because 
competitors are free to modify their own fees in response, and because 
market participants may readily adjust their order routing practices, 
the Exchange believes that the degree to which fee changes in this 
market may impose any burden on competition is extremely limited.
    In this instance, the introduction of new fee credits under Equity 
7, Section 118(a)(1) and 118(b) is intended to incentivize liquidity 
provision and order execution on the Exchange and does not impose a 
burden on competition. By offering credits to market participants that 
meet certain criteria, the Exchange is enhancing its appeal as a 
trading venue and encouraging increased participation in its order 
execution and routing processes. These changes do not disadvantage any 
specific group of participants. Instead, it provides equitable 
incentives that are available to all members that meet the applicable 
criteria.
    The proposed amendments introducing credits and fees for Orders 
Executed in securities priced Below $1.00 During the Pre-Market Session 
do not impose a burden on competition. Instead, the proposal promotes a 
more efficient and competitive trading environment through the 
introduction of its credit for orders executed in the Nasdaq Market 
Center and its charge for orders routed and executed at an away market. 
These changes do not unfairly favor or disadvantage any particular 
group because all members have the opportunity to benefit from the 
credit by choosing to execute on the Nasdaq Market Center or 
alternatively pay the routing fee if they opt to access liquidity at an 
away market.

[[Page 13647]]

    The Exchange's proposed amendments to its Opening Cross fees do not 
impose a burden on competition. The proposed amendments seek to enhance 
clarity, fairness and market efficiency while maintaining a competitive 
pricing structure. The changes simply clarify that the monthly maximum 
execution fees for Opening Cross only apply to securities priced at or 
above $1.00. The new order fee of 0.25% of total dollar volume for 
Opening Cross Orders that are executed in securities priced below $1 
also does not impose a burden on competition because it does not 
disproportionately favor or disadvantage any particular type of market 
participant. Rather, it promotes equitable treatment by applying fees 
consistently across all members participating in the Opening Cross. 
Additionally, the proposed elimination of the Excess Order Fee Program 
does not impose a burden on competition. The elimination of the 
underutilized program allows the Exchange to reallocate resources 
elsewhere and foster a more competitive trading environment.
    In sum, if the change proposed herein is unattractive to market 
participants, it is likely that the Exchange will lose market share as 
a result. Accordingly, the Exchange does not believe that the proposed 
change will impair the ability of members or competing order execution 
venues to maintain their competitive standing in the financial markets.

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

    No written comments were either solicited or received.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act.\9\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or 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-NASDAQ-2025-028 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-NASDAQ-2025-028. 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 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 
10:00 a.m. and 3:00 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-NASDAQ- 2025-028, and 
should be submitted on or before April 15, 2025.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-04977 Filed 3-24-25; 8:45 am]
BILLING CODE 8011-01-P