# September 24, 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 September 17, 2025, Nasdaq PHLX LLC (“Phlx” 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.
**I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change**
The Exchange proposes to establish fees for new functionality in connection with a technology migration. [^3]
[^3] SR-Phlx-2025-44 was filed on September 5, 2025. On September 17, 2025, SR-Phlx-2025-44 was withdrawn and this rule change was filed.
While these amendments are effective upon filing, the Exchange has designated the proposed amendments to be operative on November 1, 2025.
The text of the proposed rule change is available on the Exchange's website at *https://listingcenter.nasdaq.com/rulebook/phlx/rulefilings,* and at the principal office of the Exchange.
**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 Exchange proposes to establish pricing related to new functionality that was adopted by the Exchange in connection with a technology migration. Specifically, the Exchange proposes to establish pricing related to its new: (1) electronic FLEX Options functionality; [^4] (2) Facilitation Mechanism; [^5] (3) Solicited Order Mechanism; [^6] and (4) Block Order Mechanism. [^7] Additionally, the Exchange proposes to define several terms in Options 7, Section 1, other conforming changes in Options 7, and a technical amendment. Each change is described below.
[^4]*See* Securities Exchange Act Release No. 103759 (August 21, 2025), 90 FR 41636 (August 26, 2025) (SR-Phlx-2025-38) (Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt Electronic FLEX Options Rules). This rule change is immediately effective but not yet implemented.
[^5] The Facilitation Mechanism would permit a Phlx member to execute a transaction wherein the member seeks to facilitate a block-size order it represents as agent (“agency order”), and/or a transaction wherein the member solicited interest to execute against a block-size order it represents as agent (“Facilitation Order”) as described in Options 3, Section 11(b) and (c). This mechanism allows members the flexibility to represent a transaction where the member is facilitating only a portion of the order and has solicited interest from other parties for the other portion of the order. *See* Securities Exchange Act Release No. 103667 (August 8, 2025), 90 FR 39042 (August 13, 2025) (SR-Phlx-2025-35) (Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend PIXL and Adopt New Auctions) (“Auction Filing”). This rule change is immediately effective but not yet implemented.
[^6] The SOM is a process by which a member can attempt to execute orders of 500 or more contracts it represents as agent (the “Agency Order”) against contra orders that it solicited pursuant to Options, Section 11(d) and (e). Each order entered into the SOM shall be designated as all-or-none. *See* Auction Filing.
[^7] The Block Order Mechanism provides a means for handling “block-sized orders” ( *i.e.,* orders for fifty (50) contracts or more) pursuant to Options 3, Section 11(a). *See* Auction Filing.
**Electronic FLEX Options**
FLEX Options are customized options contracts that allow investors to tailor contract terms for exchange-listed equity and index options. Today, the Exchange offers FLEX Options on its trading floor as described at Options 8, Section 34 which transactions are subject to the pricing described in Options 7, Section 6 B.
At this time, the Exchange proposes to establish pricing for electronic FLEX Options. By way of background, FLEX Options will be designed to meet the needs of market participants for greater flexibility in selecting the terms of options within the parameters of the Exchange's rules. [^8] FLEX Options will not be preestablished for trading and will not be listed individually for trading on the Exchange. Rather, market participants will select FLEX Option terms and will be limited by the parameters detailed in Options 3A, Section 3(c) in their selection of those terms. As a result, FLEX Options would allow investors to specify more specific, individualized investment objectives than may be available to them in the standardized options market.
[^8]*See supra* note 3.
FLEX Options may be submitted through an electronic FLEX Auction, FLEX Price Improvement XL (“FLEX PIXL”), or a FLEX Solicited Order Mechanism (“FLEX SOM”). [^9] An electronic FLEX Auction is a one-sided mechanism through which an Exchange member organization may electronically submit for execution an order (which may be a simple or complex order) pursuant to the eligibility requirements in Options 3A, Section 11(b)(1). The FLEX PIXL is a paired auction mechanism pursuant to Options 3A, Section 12 through which an Exchange member may electronically submit for execution an order (which may be a simple or complex order) it represents as agent (“Agency Order”) against principal interest or a solicited order(s) (except, if the Agency Order is a simple order, for an order for the account of any FLEX Market Maker with an appointment in the applicable FLEX Option class on the Exchange) (an “Initiating Order”), provided it submits the Agency Order for electronic execution into a FLEX PIXL Auction pursuant to Options 3A, Section 12. The FLEX SOM is a paired auction mechanism pursuant to Options 3A, Section 13 through which an Exchange member (the “Initiating Member”) may electronically submit for execution an order (which may be a simple or complex order) it represents as agent (“Agency Order”) against a solicited order (“Solicited Order”) if it submits the Agency Order for electronic execution into a FLEX SOM Auction pursuant to Options 3A, Section 13.
[^9]*See id.*
The Exchange proposes to establish the following per contract pricing for simple and complex order transactions in Options 7, Section 6.B:
| Market participant | Fee for FLEX | Fee for FLEX | Fee for |
| --- | --- | --- | --- |
| Market Maker/Lead Market Maker | $0.10 | $0.07 | $0.50 |
| Broker-Dealer | 0.10 | 0.07 | 0.50 |
| Firm | 0.10 | 0.07 | 0.50 |
| Professional | 0.10 | 0.07 | 0.50 |
| Customer | 0.00 | 0.00 | 0.50 |
The Exchange also proposes at new note 1 of Options 7, Section 6.B that for all executions in FLEX NDX and FLEX XND orders, the applicable index options fees in Options 7, Section 5.A will apply. [^10] As such, for FLEX NDX orders, the Exchange will assess Customers [^11] a $0.25 per contract fee and Non-Customers [^12] a $0.75 per contract fee for both electronic simple and complex orders pursuant to Options 7, Section 5.A. Additionally, a surcharge of $0.25 per contract would be assessed to Non-Customers for FLEX NDX orders pursuant to note 1 of Options 7, Section 5, A. A surcharge of $1.50 per contract will be assessed to electronic simple Non-Customer orders that remove liquidity pursuant to note 3 of Options 7, Section 5.A. A surcharge of $0.50 per contract will be assessed to all Non-Customer complex executions in NDX pursuant to note 5 of Options 7, Section 5.A. A surcharge of $0.25 per contract will be assessed to all Customer complex executions in NDX pursuant to note 6 of Options 7, Section 5.A. Finally, a surcharge of $0.25 per contract will be assessed to all market participants for simple and complex executions in NDX with a premium price of $25.00 or greater pursuant to note 7 of Options 7, Section 5.A. For FLEX XND orders, the Exchange will not assess Customers a fee and will assess Non-Customers a $0.10 per contract fee or both electronic simple and complex orders. A surcharge for XND of $0.10 per contract will be assessed to Non-Customers pursuant to note 2 of Options 7, Section 5.A. [^13]
[^10] “NDX” means A.M. or P.M. settled options on the full value of the Nasdaq 100® Index. “XND” are options on the Nasdaq 100 Micro Index, representing 1/100th of the value of Nasdaq 100 Index.
[^11] The term “Customer” applies to any transaction that is identified by a member or member organization for clearing in the Customer range at The Options Clearing Corporation (“OCC”) which is not for the account of a broker or dealer or for the account of a “Professional” (as that term is defined in Options 1, Section 1(b)(45)). *See* Options 7, Section 1(c).
[^12] The term “Non-Customer” applies to transactions for the accounts of Lead Market Makers, Market Makers, Firms, Professionals, Broker-Dealers and JBOs. *See* Options 7, Section 1(c).
[^13] The XND Incentive Program in Options 7, Section 5, B would not apply to FLEX XND Options orders, only the pricing in Options 7, Section 5, A.
**Flex Auction Fees**
An Exchange member may electronically submit a FLEX order into an electronic FLEX Auction pursuant to Options 3A, Section 11(b). For the FLEX Auction, the Exchange proposes assessing simple and complex orders a $0.10 per contract for Market Makers, [^14] and Lead Market Makers, [^15] Broker-Dealers, [^16] Firms, [^17] and Professionals. [^18] The Exchange proposes assessing no fees for Customers. Fees apply to the originating and contra order.
[^14] The term “Market Maker” is defined in Options 1, Section 1(b)(28) as a member of the Exchange who is registered as an options Market Maker pursuant to Options 2, Section 12(a). A Market Maker includes SQTs and RSQTs as well as Floor Market Makers. The term “Streaming Quote Trader” or “SQT” is defined in Options 1, Section 1(b)(55) as a Market Maker who has received permission from the Exchange to generate and submit option quotations electronically in options to which such SQT is assigned. The term “Remote Streaming Quote Trader” or “RSQT” is defined in Options 1, Section 1(b)(49) as a Market Maker that is a member affiliated with an RSQTO with no physical trading floor presence who has received permission from the Exchange to generate and submit option quotations electronically in options to which such RSQT has been assigned. A Remote Streaming Quote Trader Organization or “RSQTO,” which may also be referred to as a Remote Market Making Organization (“RMO”), is a member organization in good standing that satisfies the RSQTO readiness requirements in Options 2, Section 1(a). *See* Options 7, Section 1(c).
[^15] The term “Lead Market Maker” applies to transactions for the account of a Lead Market Maker (as defined in Options 2, Section 12(a)). A Lead Market Maker is an Exchange member who is registered as an options Lead Market Maker pursuant to Options 2, Section 12(a). An options Lead Market Maker includes a Remote Lead Market Maker which is defined as an options Lead Market Maker in one or more classes that does not have a physical presence on an Exchange floor and is approved by the Exchange pursuant to Options 2, Section 11. *See* Options 7, Section 1(c).
[^16] The term “Broker-Dealer” applies to any transaction which is not subject to any of the other transaction fees applicable within a particular category. *See* Options 7, Section 1(c).
[^17] The term “Firm” applies to any transaction that is identified by a member or member organization for clearing in the Firm range at The Options Clearing Corporation. *See* Options 7, Section 1(c).
[^18] The term “Professional” applies to transactions for the accounts of Professionals, as defined in Options 1, Section 1(b)(45) means any person or entity that (i) is not a broker or dealer in securities, and (ii) places more than 390 orders in listed options per day on average during a calendar month for its own beneficial account(s). *See* Options 7, Section 1(c).
**FLEX PIXL and SOM Fees**
An Exchange member may electronically submit a FLEX order into a FLEX PIXL and FLEX SOM pursuant to Options 3A, Section 12 and Options 3A, Section 13, respectively.
For the FLEX PIXL and FLEX SOM, the Exchange proposes assessing simple and complex orders a $0.07 per contract for Market Makers, and Lead Market Makers, Broker-Dealers, Firms, and Professionals. The Exchange proposes assessing no fees to Customers. Pursuant to proposed note 2 of Options 7, Section 6.B, the fees will apply to the originating and contra order.
**Fees for FLEX PIXL and SOM Responses**
Any member other than an Initiating Member may submit responses to a FLEX PIXL and FLEX SOM pursuant to Options 3A, Section 12(c)(5) and Options 3A, Section 13(c)(5), respectively. For responses to a FLEX PIXL and FLEX SOM, the Exchange proposes assessing simple and complex orders a $0.50 per contract for Market Makers, and Lead Market Makers, Broker-Dealers, Firms, Professionals, and Customers. Fees apply to the originating and contra order.
For all executions in electronic FLEX NDX and electronic FLEX XND orders, the applicable index options fees in Options 7, Section 5, A will apply in a FLEX PIXL and FLEX SOM.
The Exchange believes that its proposed electronic FLEX pricing will attract electronic FLEX Orders to the Exchange.
**Other Changes**
With the addition of pricing for FLEX electronic transaction fees, the Exchange proposes to amend the pricing in Options 7, Section 6, B to retitle the section from “FLEX Transaction Fees” to “FLEX Floor Transaction Fees and FLEX Electronic Transaction Fees” to distinguish FLEX floor and electronic FLEX pricing. Further, the Exchange proposes the insertion of a subtitle in this section of “FLEX Floor Transaction Fees.” Also, the Exchange proposes to amend “FLEX Multiply Listed Options” to instead state “FLEX Floor Multiply Listed Options.” Finally, the Exchange proposes to add “Floor” or “floor” to the current text of the second bullet after the chart in Options 7, Section 6, B to distinguish FLEX floor and electronic. The existing text would be amended to state,
The Floor FLEX transaction fees for a Firm will be waived for members executing floor facilitation orders pursuant to Options 8, Section 30 when such members are trading in their own proprietary account. In addition, FLEX transaction fees for a Broker-Dealer will be waived for members executing floor facilitation orders pursuant to Options 8, Section 30 when such members would otherwise incur this charge for trading in their own proprietary account contra to a Customer (“BD-Customer Facilitation”), if the member's BD-Customer Facilitation average daily volume (including both Floor FLEX and non-Floor FLEX transactions) exceeds 10,000 contracts per day in a given month.
**Crossing Orders**
The Exchange proposes to create a new Options 7, Section 6.F titled “Crossing Orders.” The Exchange proposes to define a “Crossing Order” in Options 7, Section 1(c) as an order executed in the Exchange's Facilitation Mechanism pursuant to Options 3, Section 11(b) or (c) or Solicited Order Mechanism pursuant to Options 3, Section 11(d) or (e). For purposes of this Pricing Schedule, orders executed in the Block Order Mechanism pursuant to Options 3, Section 11(a) are also considered Crossing Orders. The Exchange proposes to state in new Options 7, Section 6.F that, “The below transaction fees apply to Crossing Orders.
| Market participant | Fee for | Fee for | Facilitation and |
| --- | --- | --- | --- |
| | | | |
| Market Maker/Lead Market Maker | $0.17 | $0.50 | N/A |
| Broker-Dealer | 0.17 | 0.50 | (0.20) |
| Firm | 0.17 | 0.50 | (0.20) |
| Professional | 0.17 | 0.50 | (0.20) |
| Customer | 0.00 | 0.50 | (0.20) |
| | | | |
| Market Maker/Lead Market Maker | $0.17 | $1.10 | N/A |
| Broker-Dealer | 0.17 | 1.10 | (0.20) |
| Firm | 0.17 | 1.10 | (0.20) |
| Professional | 0.17 | 1.10 | (0.20) |
| Customer | 0.00 | 1.10 | (0.20) |
The Exchange proposes to adopt Penny Symbol and Non-Penny Symbol Fees for Crossing Orders of $0.17 per contract for Non-Customers. No Penny Symbol or Non-Penny Symbol Fee for Crossing Orders would be assessed to a Customer. These fees would apply to the originating and contra order. [^19] The Exchange proposes to define the term “Responses to Crossing Order” at Options 7, Section 1(c) to mean any contra-side interest submitted after the commencement of an auction in the Exchange's Facilitation Mechanism, Solicited Order Mechanism, or Block Order Mechanism. The Exchange proposes to assess all market participants a $0.50 per contract Fee for Response to Crossing Orders in Penny Symbols. The Exchange proposes to assess all market participants a $1.10 per contract Fee for Response to Crossing Orders in Non-Penny Symbols. The Exchange proposes to pay a Penny Symbol and Non-Penny Symbol Facilitation and Solicitation Break-up Rebate [^20] of $0.20 per contract to all market participants except Market Makers and Lead Market Makers. These rebates will be paid on contracts submitted to the Facilitation and Solicited Order Mechanisms that do not trade with their contra order, except when those contracts trade against pre-existing orders and quotes on the Exchange's order books. The applicable Fee for Responses to Crossing Orders is applied to any contracts for which a rebate is provided. [^21] Additionally, the applicable Fee for Responses to Crossing Orders is applied to any contracts for which a rebate is provided.
[^19]*See* proposed note 3 of Options 7, Section 6.F.
[^20] Block Orders are not paired orders.
[^21]*See* proposed note 4 of Options 7, Section 6.F.
The Exchange believes that these proposed fees will attract simple Crossing Orders to the Exchange with a potential for price improving orders.
Next, the Exchange proposes to add a title of “Complex Order Fees and Rebates” to Options 7, Section 6.F, and adopt Crossing Order Penny Symbol and Non-Penny Symbols pricing as follows:
| Market participant | Fee for | Fee for | Fee for | Facilitation and | Facilitation and |
| --- | --- | --- | --- | --- | --- |
| Market Maker/Lead Market Maker | $0.17 | $0.50 | $1.10 | N/A | N/A |
| Broker-Dealer | 0.17 | 0.50 | 1.10 | (0.20) | (0.20) |
| Firm | 0.17 | 0.50 | 1.10 | (0.20) | (0.20) |
| Professional | 0.17 | 0.50 | 1.10 | (0.20) | (0.20) |
| Customer | 0.00 | 0.50 | 1.10 | (0.20) | (0.20) |
The Exchange proposes to adopt Penny Symbol and Non-Penny Symbol Complex Order Fees for Crossing Orders of $0.17 per contract for Non-Customers. No Penny Symbol or Non-Penny Symbol Complex Order Fees for Crossing Orders would be assessed to a Customer. These fees would apply to the originating and contra order [^22] and fees would be charged for all legs. [^23] Complex Order Fees for Responses to Crossing Orders for Penny Symbols would be $0.50 per contract for all market participants. Complex Order Fees for Responses to Crossing Orders for Non-Penny Symbols would be $1.10 per contract for all market participants. Rebates would be paid per contract per leg for contracts submitted to Facilitation and Solicitation Mechanisms that do not trade with their contra order, except when those contracts trade against pre-existing orders and quotes on the Exchange's order books. Additionally, the applicable Fees for Responses to Crossing Orders is applied to any contracts for which a rebate is provided. [^24] The Exchange proposes to pay a Complex Order Penny Symbol and Non-Penny Symbol Facilitation and Solicitation Break-up Rebate [^25] of $0.20 per contract to all market participants except Market Makers and Lead Market Makers. Today, any solicited contra orders entered by Members into the Facilitation Mechanism to trade against Agency Orders may not be for the account of a Market Maker that is assigned to the options class. [^26] Further, any solicited contra orders entered by Members to trade against Agency Orders may not be for the account of a Market Maker that is assigned to the options class. [^27]
[^22]*See* proposed note 5 of Options 7, Section 6.F.
[^23]*See* proposed note 6 of Options 7, Section 6.F.
[^24]*See* proposed note 7 of Options 7, Section 6.F.
[^25] Block Orders are not paired orders.
[^26]*See* Supplementary Material .01 to Options 3, Section 11.
[^27]*See* Supplementary Material .03 to Options 3, Section 11.
The Exchange believes that its proposed pricing for Crossing Orders will attract orders to Phlx's new auction mechanisms.
**Other Pricing Changes**
The Exchange proposes to amend a technical error in Options 7, Section 1, General Provisions by capitalizing the word “exchange.” The Exchange also proposes to add three new defined terms in Options 7, Section 1. First, the Exchange proposes to define a “Complex Order” and a “Simple Order” to clarify the Exchange's Pricing Schedule with respect to these terms. A “Complex Order” would be defined as an order involving the simultaneous purchase and/or sale of two or more different options series in the same underlying security, as provided in Options 3, Section 14, as well as Stock-Option Orders. [^28] A “Simple Order” would be defined as an order that consists of only a single option series and is not submitted with a stock leg. Second, the Exchange proposes to define an existing term, “order exposure alert.” The Exchange proposes to state in Options 7, Section 1(c) that an “order exposure alert” is an order that is broadcast to market participants as described in Options 5, Section 4(a), Order Routing. Order exposure alert only applies to Simple Orders. The Exchange believes these new definitions will add context to the Exchange's current Pricing Schedule.
[^28] The Exchange recently amend Options 3, Section 14 related to Complex Orders to define the term Stock-Options Orders and remove the COLA functionality. *See* Securities Exchange Act Release No. 102862 (April 15, 2025), 90 FR 16731 (April 21, 2025) (SR-Phlx-2025-17) (Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Amend Phlx's Complex Order Functionality). This rule change is immediately effective but not yet implemented.
The Exchange proposes a change to Options 7, Section 3 to the bullet that currently states, “A non-Complex electronic auction includes the Quote Exhaust [^29] auction and, for purposes of these fees, the opening process. A Complex electronic auction includes, but is not limited to, the Complex Order Live Auction (“COLA”). The Exchange recently removed the COLA auction from its rules. [^30] In light of that recent rule change the Exchange proposes to revise the current language of that bullet to state, “a non-Complex electronic auction would be the opening process. A Complex electronic auction includes, but is not limited to, an Exposure Complex Auction pursuant to Supplementary Material .01 to Options 3, Section 14.” This new text will align to new Options 3, Section 14 functionality. [^31] The same change is proposed to the same language in Options 7, Section 4.
[^29] The Exchange removed the Quote Exhaust functionality. *See* Securities Exchange Act Release No. 101989 (December 30, 2024), 89 FR 106888 (December 30, 2024) (SR-Phlx-2024-71). SR-Phlx-2024-71 is effective but not yet operative. SR-Phlx-2024-71 would be operative at the same time as this rule change as they are both part of the same technology migration.
[^30]*See supra* note 27.
[^31]*See id.*
Further, with respect to an Exposure Complex Auction pursuant to Supplementary Material .01 to Options 3, Section 14, the Exchange proposes to note in Options 7, Section 3, Part B that “During an Exposure Complex Auction pursuant to Supplementary Material .01 to Options 3, Section 14, the originating side of the auction order will be assessed the applicable Fee for Adding Liquidity or rebate, and the contra side will be assessed the applicable Fee for Removing Liquidity or rebate.” Also, the Exchange proposes to note with respect to the Marketing Fee, that additionally, no Marketing Fees will be assessed on the contra side order that executed against the originating order in a Exposure Complex Auction pursuant to Supplementary Material .01 to Options 3, Section 14. An Exposure Auction is automatically initiated when a member submits an eligible complex order that is marked for price improvement. [^32] Because Exposure Complex Auctions are initiated by Complex Orders entered on the Complex Order book, they are assessed the pricing applicable to all other Complex Orders executed on the complex order book. Specifically, the Exchange proposes to treat the originating side of Exposure Complex Auction orders as adding liquidity and the contra side as taking liquidity for the purpose of determining applicable fees and rebates in Options 7, Section 3. Because the Exchange assesses the Marketing Fee when the contra-party to the execution is a Customer and where the Market Maker is adding liquidity, the Exchange proposes to not assess the Marketing Fee against the contra-side of the Exposure Complex Auction that removes liquidity in Penny Symbols. Today, Marketing Fees are not assessed on transactions which execute against an order for which the Exchange broadcasts an order exposure alert in Penny Symbols.
[^32]*See* Phlx Supplementary Material .01 to Options 3, Section 14.
**2. Statutory Basis**
The Exchange believes that its proposal is consistent with Section 6(b) of the Act, [^33] in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act, [^34] 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.
[^33] 15 U.S.C. 78f(b).
[^34] 15 U.S.C. 78f(b)(4) and (5).
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.” [^35]
[^35] Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (“Regulation NMS Adopting Release”).
Likewise, in *NetCoalition* v. *Securities and Exchange Commission*[^36] (“NetCoalition”) the D.C. Circuit upheld the Commission's use of a market-based approach in evaluating the fairness of market data fees against a challenge claiming that Congress mandated a cost-based approach. [^37] As the court emphasized, the Commission “intended in Regulation NMS that `market forces, rather than regulatory requirements' play a role in determining the market data . . . to be made available to investors and at what cost.” [^38]
[^36]*NetCoalition* v. *SEC,* 615 F.3d 525 (D.C. Cir. 2010).
[^37]*See* NetCoalition, at 534-535.
[^38]*Id.* at 537.
Further, “[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'. . . .” [^39]
[^39]*Id.* at 539 (quoting Securities Exchange Act Release No. 59039 (December 2, 2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-21)).
Indeed, clear substitutes to the Exchange exist in the market for options transaction services. The Exchange is only one of eighteen options exchanges to which market participants may direct their order flow. 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. Within the foregoing context, the proposal represents a reasonable attempt by the Exchange to attract additional order flow to the Exchange and increase its market share relative to its competitors.
**Electronic FLEX Options**
The Exchange believes that the proposed electronic FLEX Options pricing is reasonable because the fees remain competitive with fees of other options exchanges and will attract electronic FLEX order flow to Phlx. The Exchange's proposed fees for the FLEX Auction, FLEX PIXL, and FLEX SOM are comparable with those of ISE's electronic FLEX Auction, FLEX PIXL and FLEX SOM. [^40] For the FLEX Auction, the Exchange proposes assessing $0.10 per contract for Non-Customers. The Exchange proposes assessing no fees for Customers for the FLEX Auction. For the FLEX PIXL and FLEX SOM, the Exchange proposes assessing $0.07 per contract for Non-Customers. The Exchange proposes assessing no fees for Customers for the FLEX PIXL and FLEX SOM and the fees apply to the originating and contra order. For responses to the FLEX PIXL and FLEX SOM, the Exchange proposes assessing $0.50 per contract to all market participants. These fees are reasonable because they are competitive with market dynamics and consider the price improvement opportunities of the order mechanisms. In particular, the Exchange believes that it is reasonable to assess a slightly lower fee of $0.07 per contract for Non-Customers in FLEX PIXL and FLEX SOM compared to the $0.10 per contract fee for Non-Customers in electronic FLEX Auctions because the Exchange seeks to incentivize more activity in FLEX PIXL and FLEX SOM for potential price improvement.
[^40]*See* Nasdaq ISE, LLC's Pricing Schedule at Options 7, Section 6, D.
Further, the Exchange believes that the fees are an equitable allocation and are not unfairly discriminatory. The fees for the FLEX Auction, FLEX PIXL and FLEX SOM, and the responses to the FLEX PIXL and FLEX SOM will apply in a like manner to all similarly situated members except for Customers, who will be assessed no fees in the FLEX Auction and FLEX PIXL and FLEX SOM. The Exchange believes that it is equitable and not unfairly discriminatory to assess more favorable pricing for Customers as this order flow enhances liquidity on the Exchange to the benefit of all market participants by providing more trading opportunities, which in turn attracts Market Makers and other market participants who may interact with this order flow. The Exchange believes that the differential between the proposed Fees for FLEX PIXL and SOM of $0.07 per contract for Non-Customers and $0.00 for Customers in both Penny and Non-Penny Symbols for simple and complex orders as compared to the proposed Fees for Reponses to FLEX PIXL and SOM Orders of $0.50 per contract for all participants for Penny and Non-Penny Symbols for simple and complex orders is equitable and not unfairly discriminatory. The lower proposed Fees for FLEX PIXL and SOM should encourage members to initiate these auctions in Penny and Non-Penny Symbols in simple and complex orders. Members responding to these auctions would be assessed the same or higher proposed Fees for Responses to FLEX PIXL and SOM Orders as compared to the fees to remove liquidity from the order book for simple and complex orders. [^41] While the proposed Fees for Responses to FLEX PIXL and SOM Orders are the same or higher, the Exchange believes that these fees for simple and complex orders in Penny and Non-Penny Symbols remain competitive with ISE [^42] and will continue to encourage members to initiate FLEX PIXL and SOM auctions in Penny and Non-Penny Symbols in the simple and complex order books. The liquidity the Exchange is able to attract in these auctions provides other members an opportunity to engage with these auction orders and participate in the trade by breaking-up the auction order or being allocated in the auction. Members would not be able to respond to the auctions if such auctions never commence.
[^41] The Exchange assesses an Options Transaction Charge of $0.48 per contract to Professionals, Broker-Dealers, and Firms, an Options Transaction Charge of $0.22 per contract to Lead Market Makers and Market Makers, and no fees to Customers, in Penny Symbols, to remove liquidity from the simple and complex order books. The Exchange assesses an Options Transaction Charge of $0.75 per contract to Professionals, Broker-Dealers and Firms, an Options Transaction Charge of $0.25 per contract to Lead Market Makers and Market Makers, and no fees to Customers, in Non-Penny Symbols, to remove liquidity from the simple and complex order books. *See* Options 7, Section 4. The Exchange assesses Non-Customers a $0.48 per contract Fee for Removing Liquidity and assesses Customers a $0.41 per contract Fee for Removing Liquidity in SPY in the simple order book in Penny and Non-Penny Symbols. The Exchange assesses Professionals, Broker-Dealers and Firms and a Fee for Removing Liquidity of $0.50 per contract, Lead Market Makers and Market Makers a Fee for Removing Liquidity of $0.43 per contract, and no fees to Customers to remove SPY liquidity from the complex order book in Penny and Non-Penny Symbols. *See* Options 7, Section 3.
[^42]*See* ISE's Pricing Schedule at Options 7, Sections 3 and 4.
As it relates to the FLEX NDX and FLEX XND pricing described above, the Exchange believes that its proposal is reasonable because it will assess the same fees for FLEX NDX and FLEX XND orders as it does today for non-FLEX NDX and non-FLEX XND orders. Similar to non-FLEX NDX and non-FLEX XND, the Exchange seeks to recoup the operational costs for listing proprietary products. [^43] Also, pricing by symbol is a common practice on many U.S. options exchanges as a means to incentivize order flow to be sent to an exchange for execution in particular products. Other options exchanges price by symbol. [^44] Further, the Exchange notes that with its products, market participants are offered an opportunity to either transact non-standard NDX or non-standard XND or separately execute PowerShares QQQ Trust (“QQQ”) options. [^45] Offering products such as QQQ provides market participants with a variety of choices in selecting the product they desire to utilize to transact the Nasdaq 100® Index. [^46] When exchanges are able to recoup costs associated with offering proprietary products, it incentivizes growth and competition for the innovation of additional products.
[^43] For example, in analyzing an obvious error, the Exchange would have additional data points available in establishing a theoretical price for a multiply listed option as compared to a proprietary product, which requires additional analysis and administrative time to comply with Exchange rules to resolve an obvious error.
[^44]*See* pricing for Russell 2000 Index (“RUT”) on Chicago Board Options Exchange, Incorporated's (“CBOE”) Fees Schedule and on CBOE C2 Exchange, Inc.'s (“C2”) Fees Schedule.
[^45] QQQ is an exchange-traded fund based on the Nasdaq 100® Index.
[^46] QQQ options overlie the same index as NDX, namely the Nasdaq 100® Index. This relationship between QQQ options and NDX options is similar to the relationship between RUT and the iShares Russell 2000 Index (“IWM”), which is the ETF on RUT.
The Exchange believes that the proposed FLEX NDX and FLEX XND fees are equitable and not unfairly discriminatory because Non-Customers will be assessed the same level of pricing across the board whereas Customers will be assessed lower fees or no fees. The Exchange believes it is equitable and not unfairly discriminatory to assess lower fees for Customers because Customer order flow enhances liquidity on the Exchange to the benefit of all market participants by providing more trading opportunities, which in turn attracts Market Makers and other market participants who may interact with this order flow.
**Crossing Orders**
The Exchange's proposed pricing for Simple and Complex Crossing Orders is reasonable in several respects. The Exchange's proposed Fees for Crossing Orders of $0.17 per contract for Non-Customers are competitive and will attract orders to these new mechanisms on Phlx. ISE has comparable pricing for the same auctions. [^47] The Exchange's proposed Fees for Responses to Crossing Orders of $0.50 per contract for all market participants is reasonable as the Exchange believes that these fees are competitive and will attract orders to these new mechanisms on Phlx. ISE has comparable pricing for the same auctions. [^48] Further, the Exchange proposes to incentivize other market participants to interact with Simple and Complex Order Facilitation and Solicited Orders by paying a Break-up Rebate to all market participants except Market Makers and Lead Market Makers of $0.20 per contract. The Exchange believes that these Break-up rebates will encourage use of the Facilitation and Solicitation Mechanisms thereby creating order interaction for these auctions. Specifically, the Exchange believes that the proposed rebates will encourage increased originating simple and complex Market Maker/Lead Market Maker, Broker-Dealer, Firm and Customer order flow to the Facilitation and Solicitation Mechanisms, thereby potentially increasing the initiation of and volume executed through such auctions. Additional auction order flow provides market participants with additional trading opportunities at potentially improved prices. The Exchange further believes that the proposed Facilitation and Solicitation Break-up rebates are set at reasonable rates because they are aligned with pricing on ISE, which has the same auctions. [^49]
[^47]*See* ISE's Pricing Schedule at Options 7, Sections 3 and 4. Of note, ISE's Professional Fees for Crossing Orders related to the Solicited Order Mechanism are $0.00 per contract.
[^48]*See* ISE's Pricing Schedule at Options 7, Sections 3 and 4.
[^49]*See* ISE's Pricing Schedule at Options 7, Sections 3 and 4.
The Exchange's proposed pricing for Simple and Complex Fees for Crossing Orders is equitable and not unfairly discriminatory. The Exchange believes that it is equitable and not unfairly discriminatory to assess Customers no Fees for Crossing Orders, thereby offering Customers more favorable pricing, because Customer order flow enhances liquidity on the Exchange to the benefit of all market participants by providing more trading opportunities, which in turn attracts Market Makers and other market participants who may interact with this order flow. Assessing uniform Simple and Complex Order Fees for Crossing Orders to Non-Customers is equitable and not unfairly discriminatory. The Exchange's proposal to assess all market participants uniform Simple and Complex Order Fees for Responding to Crossing Orders in Penny Symbols of $0.50 per contract and in Non-Penny Symbols of $1.10 per contract is equitable and not unfairly discriminatory. The Exchange believes that the differential between the proposed Fees for Crossing Order (the fees that apply to the originating and contra-side orders) of $0.17 per contract for Non-Customers and $0.00 for Customers in both Penny and Non-Penny Symbols for simple orders as compared to the proposed Fees for Reponses to Crossing Orders of $0.50 per contract for all participants in Penny Symbols and $1.10 per contract for Non-Penny Symbols for simple orders is equitable and not unfairly discriminatory. Additionally, the Exchange believes that the differential between the proposed Fees for Crossing Orders (the fees that apply to the originating and contra-side orders) of $0.17 per contract for Non-Customers and $0.00 for Customers in both Penny and Non-Penny Symbols for complex orders as compared to the proposed Fees for Reponses to Crossing Orders of $0.50 per contract for all participants in Penny Symbols and $1.10 per contract for all participants in Non-Penny Symbols for complex orders is equitable and not unfairly discriminatory. The lower Fees for Crossing Orders should encourage members to initiate Facilitation Mechanisms, Complex Facilitation Mechanisms, Solicitation Mechanisms, Complex Solicitation Mechanisms and Block Orders in Penny and Non-Penny Symbols in simple and complex orders. Members responding to these auctions would be assessed the same or higher proposed Fees for Reponses to Crossing Orders as compared to the fees to remove liquidity from the order book for simple and complex orders. [^50] While the Fees for Reponses to Crossing Orders are the same or higher, the Exchange believes these fees for simple and complex orders in Penny and Non-Penny Symbols remain competitive with ISE [^51] and will continue to encourage members to initiate Facilitation Mechanisms, Complex Facilitation Mechanisms, Solicitation Mechanisms, Complex Solicitation Mechanisms and Block Orders in Penny and Non-Penny Symbols in the simple and complex order books. The liquidity the Exchange is able to attract in these auctions provides other members an opportunity to engage with auction orders and participate in the trade by breaking-up the auction order or being allocated in the auction. Members would not be able to respond to the auctions if such auctions never commence. Finally, the Exchange proposed Break-up rebates of $0.20 per contract for all market participants, except Market Makers and Lead Markets, in Simple and Complex Order Facilitation and Solicitation auctions in Penny and Non-Penny Symbols is equitable and not unfairly discriminatory because the proposed rebates will apply equally to all non-Market Maker originating orders submitted to the Facilitation and Solicited Order Mechanisms that do not trade with their contra orders (except when those originating contracts trade against pre-existing orders and quotes on the Exchange's order books). While Market Makers will not receive the Facilitation and Solicitation Break-up rebates, the Exchange believes that the application of the rebate is equitable and not unfairly discriminatory because Market Makers have certain limitations by rule. Any solicited contra orders entered by Members into the Facilitation Mechanism to trade against Agency Orders may not be for the account of a Market Maker that is assigned to the options class. [^52] Further, any solicited contra orders entered by Members to trade against Agency Orders may not be for the account of a Market Maker that is assigned to the options class. [^53]
[^50]*See supra* note 41.
[^51]*See* ISE's Pricing Schedule at Options 7, Sections 3 and 4.
[^52]*See* Supplementary Material .01 to Options 3, Section 11.
[^53]*See* Supplementary Material .03 to Options 3, Section 11.
**Other Pricing Changes**
The Exchange's proposal to amend a technical error in Options 7, Section 1, General Provisions by capitalizing the word “exchange” is non-substantive. The Exchange's proposal to add three new defined terms in Options 7, Section 1 for “Complex Order,” “Simple Order,” and “order exposure alert” is reasonable, equitable and not unfairly discriminatory because it will add more context to the current Pricing Schedule but it will not amend how the current pricing is assessed or paid.
The Exchange's proposal to amend Options 7, Sections 3 and 4 to change the rule text to remove functionality that no longer exists [^54] and add language around functionality that was recently adopted and would apply as a non-Complex electronic auction and Complex electronic auction [^55] is reasonable, equitable and not unfairly discriminatory because it will align with recent changes to the Rulebook and provide context around the new pricing that the Exchange is adopting with the current proposal.
[^54]*See supra* notes 27 and 28.
[^55]*See supra* note 27.
Finally, for purposes of Options 7, Section 3, Part B, treating the originating side of the Exposure Complex Orders as the maker and the contra side as the taker is reasonable, equitable and not unfairly discriminatory because in this scenario the Market Maker is removing liquidity from the order book and the Exchange would handle all orders in the same manner. Also, not applying the Marketing Fee to the contra side order of an Exposure Complex Order that executed against the originating order is reasonable, equitable and not unfairly discriminatory because the Exchange assesses the Marketing Fee when the contra-party to the execution is a Customer and where the Market Maker is adding liquidity. The Exchange would not assess the Marketing Fee uniformly in this manner. Today, Marketing Fees are not assessed on transactions that execute against an order for which the Exchange broadcasts an order exposure alert in Penny Symbols.
**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.
**Inter-Market Competition**
The proposal does not impose an undue burden on inter-market competition. The Exchange believes its proposal remains competitive with other options markets and will offer market participants with another choice of where to transact options. 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. 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.
**Intra-Market Competition**
**Electronic FLEX Options**
Because competitors are free to modify their own fees in response, the Exchange believes that the degree to which fee changes in this market may impose any burden on competition is extremely limited. The Exchange will apply the same fees to all similarly situated members except for Customers in the FLEX Auction and FLEX PIXL and FLEX SOM considering that Customers are historically assessed the lowest fees compared to other market participants. Customer order flow enhances liquidity on the Exchange to the benefit of all market participants by providing more trading opportunities, which in turn attracts Market Makers and other market participants who may interact with this order flow. The Exchange believes that the differential between the proposed Fees for FLEX PIXL and SOM of $0.07 per contract for Non-Customers and $0.00 for Customers in both Penny and Non-Penny Symbols for simple and complex auctions as compared to the proposed Fees for Reponses to FLEX PIXL and SOM Orders of $0.50 per contract for Penny and Non-Penny Symbols for simple and complex orders does not impose an undue burden on competition. The lower Fees for FLEX PIXL and SOM described above should encourage members to initiate these auctions in Penny and Non-Penny Symbols in simple and complex orders. Members responding to these auctions would be assessed the same or higher proposed Fees for Responses to FLEX PIXL and SOM Orders as compared to the fees to remove liquidity from the order book for simple and complex orders. [^56] While the Fees for Responses to FLEX PIXL and SOM Orders are the same or higher, the Exchange believes that these fees for simple and complex orders in Penny and Non-Penny Symbols remain competitive with ISE [^57] and will continue to encourage members to initiate FLEX PIXL and SOM auctions in Penny and Non-Penny Symbols in the simple and complex order books. The liquidity the Exchange is able to attract in the form of these auctions provides other members an opportunity to engage with auction orders and participate in the trade by breaking-up the auction order or being allocated in the auction. Members would not be able to respond to the auctions if such auctions never commence. Nasdaq does not believe that the proposed fee changes place an unnecessary burden on competition.
[^56]*See supra* note 41.
[^57]*See* ISE's Pricing Schedule at Options 7, Sections 3 and 4.
**Crossing Orders**
The Exchange's proposed pricing for Simple and Complex Fees for Crossing Orders does not impose an undue burden on competition. Customers will be assessed no Fees for Crossing Orders, thereby offering Customers more favorable pricing, because Customer order flow enhances liquidity on the Exchange to the benefit of all market participants by providing more trading opportunities, which in turn attracts Market Makers and other market participants who may interact with this order flow. Assessing uniform Simple and Complex Order Fees for Crossing Orders to Non-Customers does not impose an undue burden on competition. The Exchange's proposal to assess all market participants uniform Simple and Complex Order Fees for Responding to Crossing Orders in Penny Symbols of $0.50 per contract and in Non-Penny Symbols of $1.10 per contract does not impose an undue burden on competition.
The Exchange believes that the differential between the proposed Fees for Crossing Order (the fees that apply to the originating and contra-side orders) of $0.17 per contract for Non-Customers and $0.00 for Customers in both Penny and Non-Penny Symbols for simple orders as compared to the proposed Fees for Reponses to Crossing Orders of $0.50 per contract for all participants in Penny Symbols and $1.10 per contract for all participants in Non-Penny Symbols for simple orders does not impose an undue burden on competition. Additionally, the Exchange believes that the differential between the proposed Fees for Crossing Order (the fees that apply to the originating and contra-side orders) of $0.17 per contract for Non-Customers and $0.00 for Customers in both Penny and Non-Penny Symbols for complex orders as compared to the proposed Fees for Reponses to Crossing Orders of $0.50 per contract for all participants in Penny Symbols and $1.10 per contract for all participants in Non-Penny Symbols for complex orders does not impose an undue burden on competition. The lower Fees for Crossing Orders described above should encourage members to initiate Facilitation Mechanisms, Complex Facilitation Mechanisms, Solicitation Mechanisms, Complex Solicitation Mechanisms and Block Orders in Penny and Non-Penny Symbols in simple and complex orders. Members responding to these auctions would be assessed the same or higher proposed Fees for Reponses to Crossing Orders as compared to the fees to remove liquidity from the order book for simple and complex orders. [^58] While the Fees for Reponses to Crossing Orders are the same or higher, the Exchange believes these fees for simple and complex orders in Penny and Non-Penny Symbols remain competitive with ISE [^59] and will continue to encourage members to initiate Facilitation Mechanisms, Complex Facilitation Mechanisms, Solicitation Mechanisms, Complex Solicitation Mechanisms and Block Orders in Penny and Non-Penny Symbols in the simple and complex order books. The liquidity the Exchange is able to attract in these auctions provides other members an opportunity to engage with auction orders and participate in the trade by breaking-up the auction order or being allocated in the auction. Members would not be able to respond to the auctions if such auctions never commence. Finally, the Exchange proposed Break-up rebates of $0.20 per contract for all market participants, except Market Makers and Lead Markets, in Simple and Complex Order Facilitation and Solicitation auctions in Penny and Non-Penny Symbols does not impose an undue burden on competition because the proposed rebates will apply equally to all non-Market Maker originating orders submitted to the Facilitation and Solicited Order Mechanisms that do not trade with their contra orders (except when those originating contracts trade against pre-existing orders and quotes on the Exchange's order books). While Market Makers will not receive the Facilitation and Solicitation Break-up rebates, the Exchange believes that the application of the rebates does not impose an undue burden on competition because Market Makers have certain limitations by rule. Any solicited contra orders entered by Members into the Facilitation Mechanism to trade against Agency Orders may not be for the account of a Market Maker that is assigned to the options class. [^60] Further, any solicited contra orders entered by Members to trade against Agency Orders may not be for the account of a Market Maker that is assigned to the options class. [^61]
[^58]*See supra* note 41.
[^59]*See* ISE's Pricing Schedule at Options 7, Sections 3 and 4.
[^60]*See* Supplementary Material .01 to Options 3, Section 11.
[^61]*See* Supplementary Material .03 to Options 3, Section 11.
**Other Pricing Changes**
The Exchange's proposal to add three new defined terms in Options 7, Section 1 for “Complex Order,” “Simple Order,” and “order exposure alert” does not impose an undue burden on competition, rather it will add more context to the current Pricing Schedule but it will not amend how the current pricing is assessed or paid. The Exchange's proposal to amend Options 7, Sections 3 and 4 to change the rule text to remove functionality that no longer exists [^62] and add language around functionality that was recently adopted and would apply as a non-Complex electronic auction and Complex electronic auction [^63] does not impose an undue burden on competition, rather it will align with recent changes to the Rulebook and provide context around the new pricing that the Exchange is adopting with the current proposal.
[^62]*See supra* notes 27 and 28.
[^63]*See supra* note 27.
For purposes of Options 7, Section 3, Part B, treating the originating side of the Exposure Complex Orders as the maker and the contra side as the taker does not impose an undue burden on competition because the Exchange would handle all orders in the same manner. Also, not applying the Marketing Fee to the contra side order of an Exposure Complex Order that executed against the originating order does not impose an undue burden on competition because the Exchange would not assess the Marketing Fee uniformly in this manner.
**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. [^64]
[^64] 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-Phlx-2025-48 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-Phlx-2025-48. 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 filing 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-Phlx-2025-48 and should be submitted on or before October 20, 2025.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. [^65]
[^65] 17 CFR 200.30-3(a)(12).
Sherry R. Haywood,
Assistant Secretary.