# Conformed to Federal Register version > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3Afaee294b51872df8 ## Record - **Collection:** Agency decision - **Document type:** Agency decision ## Text Conformed to Federal Register version SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 240 and 242 [Release No. 34-105655; File No. S7-2026-20] RIN 3235-AN50 The Trade-Through Rule and Locked and Crossed Markets Provisions of Regulation NMS AGENCY: Securities and Exchange Commission. ACTION: Proposed rule. SUMMARY: The Securities and Exchange Commission (“Commission” or “SEC”) is proposing amendments to Regulation NMS (“Regulation NMS”) under the Securities Exchange Act of 1934 (“Exchange Act”). The proposed amendments would rescind the trade-through rule for NMS stocks, the provision regarding locking and crossing quotations for NMS stocks, and certain defined terms. The proposed amendments would also make conforming changes to other related provisions. DATES: Comments should be received on or before August 17, 2026. ADDRESSES: Comments may be submitted by any of the following methods: Electronic comments: • Use the Commission’s internet comment form (https://www.sec.gov/comments/s72026-20/amendments-regulation-nms); or • Send an email to rule-comments@sec.gov. Please include File Number S7-2026-20 on the subject line. Paper comments: • Send paper comments to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090. All submissions should refer to File Number S7-2026-20. 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 of submission. The Commission will post all comments on the Commission’s website (https://www.sec.gov/rules-regulations/publiccomments/s7-2026-20). 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. Studies, memoranda, or other substantive items may be added by the Commission or staff to the comment file during this rulemaking. A notification of the inclusion in the comment file of any materials will be made available on our website. To ensure direct electronic receipt of such notifications, sign up through the “Stay Connected” option at www.sec.gov to receive notifications by email. A summary of the proposal of not more than 100 words is posted on the Commission’s website (https://www.sec.gov/rules-regulations/2026/06/s7-2026-20). FOR FURTHER INFORMATION CONTACT: Theodore S. Venuti, Assistant Director; Kevin Brennan, Special Counsel; Sarah Counts, Special Counsel; Jennifer Dodd, Special Counsel; David Liu, Special Counsel; Gita Subramaniam, Special Counsel, at (202) 551-5500, Office of Market Supervision, Division of Trading and Markets, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549. 2 SUPPLEMENTARY INFORMATION: The Commission is proposing amendments for public comment to the following rules. Commission Reference Exchange Act Rule 15c3-5 Rule 15b9-1 Rule 600 Rule 610 Rule 611 Regulation NMS CFR Citation (17 CFR) § 240.15c3-5 § 240.15b9-1 § 242.600 § 242.610 § 242.611 Table of Contents I. Introduction ......................................................................................................................... 4 A. Overview of Proposal ......................................................................................................... 4 B. Background ......................................................................................................................... 5 II. Rule 611 ............................................................................................................................ 21 A. Description of Rule 611 .................................................................................................... 22 1. Intermarket Price Protection ............................................................................................. 22 2. Exceptions under Rule 611(b) .......................................................................................... 25 B. Proposed Rescission of Rule 611...................................................................................... 27 1. Allowing Market Forces to Shape Equity Market Structure ............................................ 29 2. Addressing the Adverse Consequences of Rule 611 ........................................................ 31 3. Rule 611 is Unnecessary ................................................................................................... 37 C. Request for Comment ....................................................................................................... 44 III. Rule 610(e)........................................................................................................................ 46 A. Description of Rule 610(e)................................................................................................ 47 B. Proposed Rescission of Rule 610(e) ................................................................................. 49 1. Evolution of Market Structure and Investor Sophistication ............................................. 50 2. Potential for Improved Price Discovery and Competition................................................ 53 3. Reduction in Complexity and Compliance Costs ............................................................. 56 4. Crossed Markets................................................................................................................ 59 C. Request for Comment ....................................................................................................... 63 IV. Conforming Amendments to Regulation NMS Definitions and Related Rules ............... 66 A. Description ........................................................................................................................ 66 B. Proposed Rescissions and Amendments to Related Rules ............................................... 66 1. Proposed Rescission of Related Defined Terms in Rule 600(b) of Regulation NMS ...... 66 2. Proposed Conforming Amendments to Other Rules in Regulation NMS ........................ 69 3. Proposed Conforming Amendments to Rules Outside of Regulation NMS..................... 71 C. Request for Comment ....................................................................................................... 73 V. Paperwork Reduction Act ................................................................................................. 74 A. Rescission of Rule 611...................................................................................................... 74 B. Request for Comment ....................................................................................................... 75 VI. Economic Analysis............................................................................................................ 76 A. Introduction ....................................................................................................................... 76 3 B. Economic Baseline............................................................................................................ 78 1. Regulatory Baseline .......................................................................................................... 78 2. Economic Effects of Current Rule 611 ........................................................................... 102 3. Economic Effects of Current Rule 610(e) ...................................................................... 116 4. Current Exchange Competition, Revenue, Market Data, and Connectivity Services .... 120 5. Competition in the Market for Trading Services and Broker Execution Services ......... 150 C. Benefits and Costs........................................................................................................... 158 1. Rescinding Rule 611 ....................................................................................................... 158 2. Rescinding Rule 610(e)................................................................................................... 203 3. Combined Economic Effects .......................................................................................... 217 4. Monetized Benefits and Costs ........................................................................................ 232 D. Effect on Efficiency, Competition, and Capital Formation ............................................ 240 1. Efficiency ........................................................................................................................ 240 2. Competition..................................................................................................................... 241 3. Capital Formation ........................................................................................................... 245 E. Reasonable Alternatives.................................................................................................. 246 1. Venue Trading Volume Threshold for Protected Quotes ............................................... 246 2. Large Trade Exception from Rule 611 ........................................................................... 249 3. Only Rescind Locked Market Prohibition, Keep Prohibition on Crossed Markets........ 249 F. Request for Comment ..................................................................................................... 250 VII. Regulatory Flexibility Act Certification ......................................................................... 257 VIII. Congressional Review Act .............................................................................................. 263 IX. Other Matters .................................................................................................................. 263 Statutory Authority...................................................................................................................... 264 I. Introduction A. Overview of Proposal Rule 611 of Regulation NMS was adopted in 2005 and established intermarket protection against trade-throughs for all national market system stocks. A trade-through occurs when one trading center executes an order at a price that is inferior to the price of a protected quotation displayed by another trading center. Rule 610(e) was also adopted in 2005 under Regulation NMS and contains restrictions on locking and crossing quotations in national market system stocks. A locked market occurs when the best bid price equals the best offer price, and a crossed market occurs when the best bid price is higher than the best offer price. Since the adoption of these rules, the structure of the U.S. equity markets has evolved dramatically, and today’s markets are highly automated, interconnected, fast, and competitive. 4 While a goal of Rule 611 was to incentivize displayed liquidity, since its adoption the percentage of orders interacting with non-displayed liquidity on- and off-exchange has consistently increased. In addition, since the adoption of Rules 611 and 610(e), U.S. equity markets have become increasingly fragmented and complex. The Commission is proposing to rescind Rules 611 and 610(e) under Regulation NMS. Rules 611 and 610(e) have led to a myriad of consequences in today’s trading environment, including increased costs and market structure complexity, limiting order handling and execution choice, and contributing to exchange proliferation and fragmentation of trading on equity exchanges. Moreover, technologies, particularly with respect to access and order handling and routing, have advanced significantly and obviate any continued need for Rule 611, which was adopted at a time when exchanges and market participants were not as well connected and many linkages that did exist were relatively slow. Also, given this highly automated and interconnected nature of our equity markets today, Rule 611 is not needed to backstop a broker’s duty of best execution to seek the most favorable terms for customer orders reasonably available under the circumstances. Similarly, such increases in automation and interconnectivity, as well as increases in market participant access to market data, obviate the need for Rule 610(e). Rescinding Rules 611 and 610(e) would reduce compliance costs and benefit U.S. equity markets by eliminating regulations to allow competition, innovation, and other market forces to shape the U.S. equity market’s continued evolution. B. Background Congress, through section 11A of the Exchange Act (“section 11A”), 1 charged the Commission in 1975 with facilitating the establishment of a national market system, and 1 15 U.S.C. 78k-1. 5 identified five key components for such a system to function properly: (1) economically efficient execution of securities transactions; (2) fair competition among broker-dealers, among exchange markets, and between exchange markets and non-exchange markets; (3) price transparency; (4) best execution of investor orders; and (5) an opportunity, consistent with economic efficiency and best execution, for investor orders to meet without the participation of a dealer. 2 Following the adoption of section 11A, over the next three decades the Commission sought to facilitate the development of the national market system for NMS securities 3 by adopting rules, and working with various self-regulatory organizations (“SROs”) to adopt rules and establish national market system plans (“NMS Plans”), relating to, among other things, linkages between markets; the collection, consolidation, and dissemination of quotation and transaction information; the display of quotations; and intermarket price protection. 4 The years leading up to 2005 were a time of considerable transformation for the secondary markets for U.S. listed equities. In particular, “the equity markets [had] experienced sweeping changes, ranging from new technologies to new types of markets to the initiation of trading in penny increments” 5 and a majority of the Commission at that time believed there was an “inescapable” and “pressing” need to modernize the national market system. 6 Significant 2 Exchange Act section 11A(a)(1)(C)(i) through (v); 15 U.S.C. 78k-1(a)(1)(C)(i) through (v). 3 Rule 600(b)(64) of Regulation NMS defines “NMS security” to include “any security or class of securities for which transaction reports are collected, processed, and made available pursuant to an effective transaction reporting plan, or an effective national market system plan for reporting transactions in listed options.” See 17 CFR 242.600(b)(64). In other words, NMS securities include NMS stocks and listed options. 4 See Securities Exchange Act Release No. 49325 (Feb. 26, 2004), 69 FR 11126 (Mar. 9, 2004) (“NMS Proposing Release”) at 11130-31. See also infra note 13. 5 See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496 (June 29, 2005) (“NMS Adopting Release”) at 37497. 6 Id. at 37497. But see Dissent of Commissioners Cynthia A. Glassman and Paul S. Atkins to the Adoption of Regulation NMS, id. at 37639-43 (“Joint NMS Dissent”). 6 increases in the usage of electronic trading systems resulted in more transparent order handling and routing practices; at the same time, intensifying competition drove commissions lower and penny pricing reshaped the mechanics of trading. 7 After the “culmination of a long and comprehensive rulemaking process,” 8 and while acknowledging the wide range of different opinions on many contentious issues, 9 the Commission adopted Regulation NMS in 2005, which it described as “a series of initiatives designed to modernize and strengthen the national market system” for NMS securities. 10 In adopting Regulation NMS, the Commission stated that it sought to promote certain principles and objectives for the national market system, namely: (1) competition among markets and competition among orders; and (2) serving the interests of long-term investors and listed companies. 11 At the same time, the Commission acknowledged that its primary challenge in facilitating the establishment of a national market system was to maintain an appropriate competitive balance, stating that it particularly sought to avoid the two extremes of “[i]solated markets that trade an NMS stock without regard to trading in other markets and thereby fragment the competition among buyers and sellers in that stock” and “a totally centralized system that loses the benefits of vigorous competition and innovation among individual markets.” 12 7 See Remarks at the Roundtable on Trade-Through Prohibitions by Paul S. Atkins, Chairman, Commission (Sept. 18, 2025), available at https://www.sec.gov/newsroom/speeches-statements/atkins-091825-remarksroundtable-trade-through-prohibitions (“Chairman Remarks at First TTR Roundtable”). 8 NMS Adopting Release at 37498; see also id. at 37497-98 (describing in detail the process the Commission engaged in prior to adopting Regulation NMS in 2005). 9 Id. at 37497. 10 Id. at 37496. 11 Id. at 37498-501. 12 Id. at 37499. 7 Under Regulation NMS, the Commission consolidated the then-existing national market system rules previously adopted under section 11A 13 and adopted several significant new rules, including Rule 611 (relating to restrictions on trade-throughs), Rule 610 (relating to access to quotations and restrictions on locking and crossing quotations), Rule 612 (relating to minimum increments for orders and quotations), and Rule 603 (relating to the distribution, consolidation, and display of market data). 14 Thus, as originally adopted in 2005, Regulation NMS consisted of twelve rules, along with a definitional rule (Rule 600). 15 Rule 611 (referred to in the NMS Adopting Release as the “order protection rule,” and referred to herein as the “trade-through rule”) was the core of the rules adopted by the Commission in Regulation NMS and established intermarket protection against trade-throughs 16 for all NMS stocks. In adopting Rule 611, the Commission emphasized that intermarket price protection was designed to promote national market system objectives by promoting the use of 13 The national market system rules predating Regulation NMS are the requirements relating to: NMS defined terms (Rule 600, previously Exchange Act Rule 11Aa2-1); public dissemination of trade reports (Rule 601, previously Exchange Act Rule 11Aa3-1) and quotations (Rule 602, previously Exchange Act Rule 11Ac1-1 and commonly referred to as the “Quote Rule”); distribution, consolidation and display of quotes and transactions in NMS stocks (Rule 603, previously Exchange Act Rule 11Ac1-2 and commonly referred to as the “Vendor Display Rule”); public display of customer limit orders (Rule 604, previously Exchange Act Rule 11Ac1-4 and commonly referred to as the “Limit Order Display Rule”); public disclosure of order execution and routing information (Rules 605, previously Exchange Act Rule 11Ac1-5, and 606, previously Exchange Act Rule 11Ac1-6); customer account statements (Rule 607, previously Exchange Act Rule 11Ac1-3); national market system plans (Rule 608, previously Exchange Act Rule 11Aa3-2); and registration of securities information processors (“SIPs”) (Rule 609, previously Exchange Act Rule 11Ab21). 14 See 17 CFR 242.611, 17 CFR 242.610, 17 CFR 242.612, and 17 CFR 242.603, respectively. 15 17 CFR 242.600-612. Subsequent to the adoption of Regulation NMS in 2005, the Commission adopted: Rule 613 of Regulation NMS, which required national securities exchanges and national securities associations to submit a national market system plan to create, implement, and maintain a consolidated audit trail with respect to the trading of NMS securities (“CAT”) (Securities Exchange Act Release No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012) (“CAT Adopting Release”)); and Rule 614, relating to the registration and responsibilities of competing consolidators (Securities Exchange Act Release No. 90610 (Dec. 9, 2020), 86 FR 18596 (Apr. 9, 2021) (“Market Data Infrastructure Adopting Release”)). Currently, Regulation NMS consists of fourteen substantive rules. 17 CFR 242.600-614. 16 A “trade-through” means “the purchase or sale of an NMS stock during regular trading hours, either as principal or agent, at a price that is lower than a protected bid or higher than a protected offer.” 17 CFR 242.600(b)(105). 8 displayed “non-marketable” limit orders (orders with limit prices that are not immediately executable at current quoted prices) 17 and minimizing the extent to which investor market orders and marketable limit orders are executed at inferior prices. 18 Broadly speaking, 19 Rule 611 requires “trading centers” 20 (which encompass national securities exchanges (“exchanges”), 21 alternative trading systems (“ATSs”), 22 over-the-counter (“OTC”) market makers, and any other broker-dealer that executes orders internally) to establish, maintain, and enforce written policies and procedures reasonably designed to prevent tradethroughs, 23 i.e., the execution of an order at a price that is inferior to the price of a “protected 17 Trade-through protection for displayed non-marketable limit orders was designed to encourage the use of such orders by increasing the likelihood of their receiving an execution in a timely manner, as greater use of displayed limit orders was believed to improve the price discovery process and contribute to increased liquidity and depth. NMS Adopting Release at 37505-07. 18 Trade-through protection for market and marketable limit orders was designed both to prevent unfairness to investors and to facilitate broker-dealers’ ability to achieve best execution of their customer orders. If a broker-dealer routes an order to a trading venue that cannot execute the order at the best price, the venue cannot simply execute the order at an inferior price. It can either cancel the order back to the broker-dealer or route the order to another venue that will execute the order at the best price or better. See NMS Adopting Release at 37505-07. 19 See infra section II.A. for a more detailed discussion of Rule 611’s requirements and exceptions. 20 17 CFR 242.600(b)(106) (definition of “trading center”). 21 See infra note 22. 22 Section 3(a)(1) of the Exchange Act defines an “exchange” as “any organization, association, or group of persons…which constitutes, maintains, or provides a market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange as that term is generally understood…” 15 U.S.C. 78c(a)(1). Exchange Act Rule 3b-16(a) provides a functional test to assess whether a trading system meets the definition of “exchange” under section 3(a)(1) of the Exchange Act. Under Rule 3b-16(a), an organization, association, or group of persons “constitutes, maintains, or provides a market place or facilities for bringing together purchasers and sellers of securities” if it (1) brings together the orders for securities of multiple buyers and sellers; and (2) uses established, non-discretionary methods (whether by providing a trading facility or by setting rules) under which such orders interact with each other, and the buyers and sellers entering such orders agree to the terms of a trade. See 17 CFR 240.3b-16(a). A national securities exchange and ATS each meet the definition of exchange under section 3(a)(1) of the Act and Rule 3b-16(a) thereunder but are subject to different registration requirements. When used herein, “exchange” is used to mean “national securities exchange” unless the context specifies otherwise. 23 See supra note 16. 9 quotation.” 24 To be “protected,” a quotation must be immediately and automatically accessible up to its full displayed size and must be the best-priced quotation (highest bid to buy and lowest offer to sell) in round-lot sizes 25 of an exchange or a national securities association (currently the Financial Industry Regulatory Authority, Inc. (“FINRA”) is the only registered national securities association and it operates the Alternative Display Facility (“ADF”)). 26 Accordingly, Rule 611 provides for intermarket price priority of an exchange’s or the ADF’s best bid and offer (“BBO”); 27 it does not establish time priority among quotations at different trading centers, nor does it protect “depth-of-book” quotations (quotations with prices outside an exchange’s BBO). Rule 611 also provides certain exceptions to its requirements, including an “intermarket sweep order” (“ISO”) 28 exception that allows, among other things, a trader simultaneously to sweep multiple price levels outside of a protected quotation, as long as one or more ISOs, as necessary, are routed at the same time to execute against the full displayed size of any protected quotations with better prices. 29 24 17 CFR 242.600(b)(82) (definition of “protected quotation”); see also 17 CFR 242.600(b)(81) (definition of “protected bid or protected offer”). 25 By its terms, Rule 611 only applies to round lots, as “quotation” is defined in Rule 600(b)(86) as “a bid or offer,” which, in turn, is defined in Rule 600(b)(16) to be the bid price or the offer price communicated by a member of a national securities exchange or member of a national securities association to any broker or dealer, or to any customer, at which it is willing to buy or sell one or more “round lots” of an NMS security, as either principal or agent, but shall not include indications of interest. In 2024, the Commission amended the definition of “round lot” to implement a tiered approach based on an NMS stock’s average closing price on its primary listing exchange. The change to the definition of “round lot” went into effect in November 2025. See Securities Exchange Act Release No. 101070 (Sept. 18, 2024), 89 FR 81620 (Oct. 8, 2024) (“2024 Regulation NMS Amendments”). 26 See also infra note 90 and accompanying text (discussing the ADF, which currently has no active quoting participants). 27 17 CFR 242.600(b)(15) (definition of “best bid and best offer”); see also 17 CFR 242.600(b)(16) (definition of “bid or offer”). 28 17 CFR 242.600(b)(47) (definition of “intermarket sweep order”). 29 This allows, for example, a block trader to access large-sized quotations at prices outside protected quotations. 10 Another significant new rule adopted by the Commission under Regulation NMS was Rule 610 of Regulation NMS. 30 Rule 610 contains provisions relating to fair access to quotations, and includes, among other things, a cap on the fees a trading center may impose for access to quotations and restrictions on locked and crossed markets. 31 In particular and relevant to this release, Rule 610(e) requires each exchange and national securities association to implement rules requiring members reasonably to avoid displaying quotations that lock or cross protected quotations. 32 The Commission stated that “[t]he restrictions on locking or crossing quotations, in conjunction with [Rule 611], should encourage trading against displayed quotations and enhance the depth and liquidity of the markets.” 33 As discussed above, the Commission approved Regulation NMS at a time of considerable transformation in the U.S. equity markets. 34 Since the adoption of Regulation NMS in 2005, U.S. securities markets have evolved further and continue to evolve and innovate. Trading has moved from two traditional models of equity market structure that had dominated trading prior to 2005– namely, floor-based auctions for stocks listed on the New York Stock Exchange LLC (“NYSE”) 30 See infra section III.A. for a more detailed discussion of Rule 610’s requirements. 31 See Rule 610(a) through (f). With respect to access fee caps under paragraph (c) of Rule 610, when first adopted in 2005 the Commission limited exchange fees for accessing protected quotations with prices of $1 or greater to 0.3 cents per share (or 30 cents per 100 shares). Subsequently, in 2024, the Commission amended Rule 610(c) to reduce the access fee caps to $0.001 (or 10 mils) per share for NMS stocks with prices of $1 or greater. At the same time, the Commission established a second minimum pricing increment of $0.005 under Rule 612 for quoting certain “tick constrained” NMS stocks and adopted new definitions of “round lot” and “odd-lot information.” See 2024 Regulation NMS Amendments. The changes to the access fee cap in Rule 610(c) and the minimum pricing increment in Rule 612 have yet to be implemented. See infra note 76. 32 17 CFR 242.610(e). A locking quotation is when a bid is displayed with a price equal to the price of a previously displayed offer, or when an offer is displayed with a price equal to the price of a previously displayed bid. A crossing quotation is when a bid is displayed with a price higher than the price of a previously displayed offer, or when an offer is displayed with a price lower than the price of a previously displayed bid. 33 NMS Adopting Release at 37584. 34 See supra notes 5-7 and accompanying text. 11 and dealer-based competition for stocks listed on the Nasdaq Stock Market LLC (“Nasdaq”)– to evolve into today’s highly automated, electronic market structure model where exchange-listed stocks trade on a wide range of different types of electronic trading centers, connected by private linkages, including exchanges, ATSs, single-dealer trading platforms (“SDPs”), 35 and other broker-dealer trading systems. Rapid changes in technology led to the rise of sophisticated algorithmic trading strategies and high-volume proprietary trading firms. Moreover, since the adoption of Regulation NMS in 2005, the number of national securities exchanges for NMS stocks has proliferated, further fragmenting the trading landscape. Currently, there are 17 operating national securities exchanges that trade NMS stocks and three exchanges approved to trade NMS stocks but not yet operating, 36 as compared to eight national securities exchanges that traded NMS stocks in 2005 (plus Nasdaq, which did not become an exchange until 2006). 37 There has also been a significant increase in the volume and proportion of trading executing against non-displayed liquidity. 38 Since the adoption of Rule 611, fragmentation 35 An SDP is a type of business operated by some OTC market makers which primarily seeks to attract the orders of institutional investors for internal execution. See Where Do Stocks Trade?, FINRA (Sept. 28, 2023) available at https://www.finra.org/investors/insights/where-do-stocks-trade (for further discussion about SDPs). 36 The 17 operating national securities exchanges are: Cboe BYX Exchange, Inc. (“Cboe BYX”); Cboe BZX Exchange, Inc. (“Cboe BZX”); Cboe EDGA Exchange, Inc. (“Cboe EDGA”); Cboe EDGX Exchange, Inc. (“Cboe EDGX”); Investors Exchange LLC (“IEX”); Long-Term Stock Exchange, Inc. (“LTSE”); MEMX LLC (“MEMX”); MIAX Pearl, LLC (“MIAX PEARL”); Nasdaq Texas, LLC. (“Nasdaq TX”); Nasdaq PHLX LLC (“Nasdaq Phlx”); The Nasdaq Stock Market LLC (“Nasdaq”); NYSE; NYSE American LLC (“NYSE American”); NYSE Arca, Inc. (“NYSE Arca”); NYSE Texas, Inc. (“NYSE Texas”); NYSE National, Inc. (“NYSE National”); and 24X National Exchange LLC (“24X”). The three national securities exchanges approved to trade NMS stocks, but not yet operating, are: Green Impact Exchange, LLC (“GIX”); MX2 LLC (“MX2”) and Texas Stock Exchange LLC (“TXSE”). 37 See NMS Adopting Release at 37576, n.730 (listing the eight national securities exchanges that traded NMS stocks in 2005). 38 See, e.g., Staff of the Division of Trading and Markets, Trade Through Roundtable Supporting Data, pp. 10-15 (Sept.12, 2025), available at: https://www.sec.gov/files/trade-through-roundtable-supportingdata.pdf (providing measures of the number of round lots at the best bid and number best bids from 2015- 12 among non-displayed venues has occurred as trading volumes in U.S. equities have increased on off-exchange venues, such as ATSs, SDPs, and wholesalers, 39 with the market share of offexchange trading steadily increasing in the last decade, and, since the end of 2024, now regularly exceeding 50% of overall volume. 40 Even on exchanges, the percentage of volume executed against liquidity that is not displayed (i.e., is “hidden” or “dark”) has steadily increased. 41 2025); see also Memorandum re: Rule 611 of Regulation NMS from SEC Division of Trading and Markets to SEC Market Structure Advisory Committee, dated Apr. 30, 2015 at 21, available at https://www.sec.gov/spotlight/emsac/memo-rule-611-regulation-nms.pdf (“EMSAC Market Structure Memo”). 39 Wholesalers fall within the definition of an OTC market maker in Rule 600(b)(75) of Regulation NMS — any dealer that holds itself out as being willing to buy from and sell to its customers, or others, in the United States, an NMS stock for its own account on a regular or continuous basis otherwise than on a national securities exchange in amounts of less than block size. The term “wholesaler” is not defined in Regulation NMS but commonly refers to an OTC market maker that seeks to attract orders from brokerdealers that service the accounts of retail investors. 40 For example, from February 2005 to February 2014, the total percentage of volume executed by nondisplayed ATSs and broker-dealers rose from 29.4% to 38.6% for Nasdaq-listed stocks and from 13.0% to 34.6% for NYSE-listed stocks. See EMSAC Market Structure Memo at 9-12. From February 2014 to January 2026, these off-exchange volumes have risen even further, with total percentage of volume executed off-exchange for Nasdaq-listed stocks climbing to 51.9% and NYSE-listed stocks climbing to 47%. See 2026 Data Update of the 2015 EMSAC Market Structure Memo, by Staff of the Office of Analytics and Research, Division of Trading and Markets (June 11, 2026), available at https://www.sec.gov/rules-regulations/public-comments/s7-2026-20. See The Volume Explosion No One Saw Coming, by Jeff O’Oconnor, Liquidnet (Oct. 20, 2025) (noting that off-exchange volumes first began to consistently clear 50% of total market volumes in Q4 of 2024). See also Rosenblatt Trading Talk – Market Structure Analysis (Feb 6, 2026). For daily and monthly summaries of NMS stock volumes executed on each exchange or reported to each trade reporting facility, see https://www.cboe.com/us/equities/market_statistics/historical_market_volume/. 41 See, e.g., Summary Metrics by Exchange, available at https://www.sec.gov/data-research/sec-marketsdata/marketstructuredata-exchange. Analysis of this data indicates, for example, that in the first quarter of 2015, the median proportion of equity exchange volume executed against non-displayed orders for stocks was 16.0%, but in the second quarter of 2025, it was 30.7%, and that comparable numbers for ETPs were 12% and 16.6%. This change was an increase of 92% for stocks and 38% for ETPs. Similarly, in the first quarter of 2015, the exchange with the smallest proportion of volume executed against hidden orders for stocks had 3.7% and the largest 28.4%, but in the second quarter of 2025, the smallest had 13.7% and the largest had 54.6%. In the first quarter of 2015, the exchange with the smallest proportion of volume executed against hidden orders for ETPs had 1.5% and the largest 17.1%, but in the second quarter of 2025, the smallest had 5.6% and the largest had 43.1%. This analysis is based on quarterly averages of the “etp_hidden_volume” and “stock_hidden_volume” data for each exchange, and excluded one exchange that consistently executed nearly all trades against non-displayed liquidity. See also It’s Darkest in the Middle of the Day, by Phil Mackintosh, Nasdaq, available at https://www.nasdaq.com/articles/its-darkestmiddle-day (discussing off-exchange market share rising above 50% for the first time in 2025 and lit price discovery (exchange trades at the NBBO) at around 30% during portions of the trading day). 13 The U.S. equities markets are continuing to evolve rapidly. Advances in technology and increased automation and efficiencies have recently enabled settlement times to shrink 42 and have made near 24 hour equity trading a reality. 43 In addition, innovative technology such as distributed ledger technology (“DLT”) allows issuers to tokenize a security by issuing it in the format of a crypto asset and facilitate trading among market participants. 44 The use of DLT, including smart contract applications undergirding automated market makers, has introduced new methods of trading securities and opened access to such trading to various types of market participants. Such innovative technology also raises challenges and questions relating to current equities market structure and the application of current regulatory requirements. 45 Given the importance of the U.S. national market system, the Commission and its staff have periodically engaged in assessments of equity market structure over the two decades since the adoption of Regulation NMS, 46 most recently examining the impact of Rule 611 and related 42 See Securities Exchange Act Release No. 96930 (Feb. 15, 2023), 88 FR 13872 (Mar. 6, 2023) (Shortening the Securities Transaction Settlement Cycle). 43 National securities exchanges have recently been approved to trade NMS stocks on an almost 24/5 basis. See Securities Exchange Act Release Nos. 102400 (Feb. 11, 2025), 90 FR 9794 (Feb. 18, 2025) (order approving NYSE Arca Inc. proposal to lengthen its trading session to 22 hours per day, 5 days per week); 101777 (Nov. 27, 2024); 89 FR 97092 (order approving application of 24X National Exchange, LLC for registration as a national securities exchange and to trade 23 hours per day, 5 days per week, once the SIPs are able to concurrently collect, consolidate, process and disseminate consolidated data at all times during that time). In addition, certain ATSs make NMS stocks available for trading during the overnight session. 44 See Statement on Tokenized Securities; Division of Corporation Finance, Division of Investment Management, Division of Trading and Markets; Commission, Jan. 28, 2026, available at https://www.sec.gov/newsroom/speeches-statements/corp-fin-statement-tokenized-securities-012826statement-tokenized-securities. 45 See, e.g., Beyond Reg NMS: A Market Structure Framework for the Modern Era, Michael Cahill, CEO, and Brandon Ferrick, General Counsel, Duoro Labs LLC (“Duoro Labs Paper”), at 18-19. 46 For example, in 2010 the Commission conducted a broad review of equity market structure and invited public comment on a wide range of market structure issues, including high frequency trading, order routing, market data linkages, and liquidity. See Securities Exchange Act Release No. 61358 (Jan. 14, 2010), 75 FR 3594 (Jan. 21, 2010) (“Concept Release on Equity Market Structure”). In 2015 the Commission established an Equity Market Structure Advisory Committee (“EMSAC”) to provide the Commission with “diverse perspectives on the structure and operations of the U.S. equities markets, as well as advice and recommendations on matters related to equity market structure.” See Securities Exchange Act Release No. 74092 (Jan. 20, 2015), 80 FR 3673 (Jan. 23, 2015). The EMSAC used its inaugural meeting in 14 rules on equity market structure. To this end, the Commission held two public roundtables in late 2025 and engaged a range of panelists, including representatives from exchanges, ATSs, retail and institutional broker-dealers, investor advocacy groups, academics, and regulators. 47 In conjunction with the TTR Roundtables, the Commission also welcomed public comments regarding issues relating to Rule 611 and related rules. 48 Through the TTR Roundtables and the public comment process, the Commission received a wide range of input on Regulation NMS broadly, and the current Rule 611 trade-through prohibition specifically, from a variety of market participants, including industry groups, exchanges, broker-dealers, financial services firms, and individual investors. While some commenters 49 indicated support for the trade-through rule in its May 2015 to focus on Rule 611. See https://www.sec.gov/newsroom/press-releases/2015-70 and EMSAC Market Structure Memo at 18. See also supra note 15 (discussing amendments to Regulation NMS following its 2005 adoption). Even preceding the adoption of Regulation NMS, the Commission and its staff have undertaken periodic reevaluations of market structure. See, e.g., Concept Release on Market Fragmentation, 65 FR 10577 (Feb. 28, 2000); Market 2000: An Examination of Current Equity Market Developments, Division of Market Regulation, Commission (Jan. 1994) (‘‘Market 2000 Study’’). 47 The first Roundtable on Trade-Through Prohibitions (“First TTR Roundtable”) was held at the Commission’s Washington DC headquarters on September 18, 2025. A transcript and webcast of the First TTR Roundtable can be found at: https://www.sec.gov/newsroom/meetings-events/roundtable-tradethrough-prohibitions (“First TTR Roundtable Transcript”). Data analysis supporting this roundtable can be found at: https://www.sec.gov/files/trade-through-roundtable-supporting-data.pdf. The second Roundtable on Rule 611 (“Second TTR Roundtable” and, together with the First TTR Roundtable, the “TTR Roundtables”) was held in Austin, TX on December 16, 2025. A transcript and webcast of the Second TTR Roundtable can be found at: https://www.sec.gov/newsroom/meetings-events/roundtable-rule-611regulation-nms (“Second TTR Roundtable Transcript”). A broad overview from the roundtables is summarized below. 48 See https://www.sec.gov/comments/4-862/4-862.htm. 49 The term “commenters” throughout this document refers to both the panelists at the TTR Roundtables and those who submitted written comments. 15 current form, 50 many commenters criticized Rule 611 51 and its effect on equity market structure. 52 In particular, some commenters questioned whether the trade-through rule is at least partly to blame for the substantial increase in the number of exchanges and excessive fragmentation of liquidity among trading venues. 53 Some commenters contended that, by requiring market participants to consider the protected quotations of all exchanges and to route orders to execute against those quotations in certain contexts, Rule 611 enables more exchanges to stay in business than may have otherwise been the case. 54 Similarly, some commenters argued that the proliferation of exchanges increases costs and complexity for market participants by, for example, requiring them to connect to each exchange, directly or indirectly, and to pay for and monitor market data from each exchange, regardless of such venue’s utility. 55 50 See, e.g., letter from Allen Spence (Aug. 13, 2025) at 1-2; letter from R. T. Leuchtkafer (Aug. 25, 2025) (“Leuchtkafer Letter”) at 4; letter from Haoxiang Zhu, Associate Professor of Finance, MIT Sloan School of Management (Dec. 15, 2025) (“Zhu Letter”) at 1; First TTR Roundtable Transcript at 36 (Julie Andress, Securities Traders Association and KeyBanc Capital Markets). Some of these commenters also expressed support for maintaining other aspects of Regulation NMS, such as Rule 610(e)’s prohibition on locked and crossed markets. See, e.g., Leuchtkafer Letter at 5-6; letter from Christopher Nagy, Research Director, Healthy Markets Association (Dec. 12, 2025) (“Healthy Markets Letter II”) at 2 n.7. 51 See, e.g., letter from James J. Angel, Associate Professor, Georgetown University, McDonough School of Business (Sept. 1, 2025) (“J. Angel Letter”) at 1, 16; letter from Matt Billings, President, Robinhood Financial, LLC and Robinhood Securities, LLC (Sept. 16, 2025 (“Robinhood Letter”) at 2-5; letter from Raz Tirosh and Calvin Hayes, Jane Street (Sept. 23, 2025) (“Jane Street Letter”) at 2 (stating the continuation of Rule 611 “imposes negative externalities”); letter from Joseph Saluzzi, Partner, Themis Trading LLC (Dec. 17, 2025) at 3 (calling Rule 611 flawed and offering reforms). 52 See, e.g., letter from Ari Burstein, General Counsel, Imperative Execution, IntelligentCross (Sept. 17, 2025) (“IntelligentCross Letter”) at 3-4; Kelvin To, Founder and President, Data Boiler Technologies, Can Order Protection be replaced by Competing Market Forces? (Sept. 8, 2025) (“Data Boiler Comment”) at 1, 4; letter from John A. Zecca, Executive Vice President, Global Chief Legal, Risk & Regulatory Officer, Nasdaq (Sept. 24, 2025) (“Nasdaq Letter I”) at 1-2. 53 See, e.g., Robinhood Letter at 3-5; letter from William O’Brien, Former CEO, Direct Edge (Sept. 16, 2025) (“O’Brien Letter”) at 5; First TTR Roundtable Transcript at 57 (Pankil Patel, Bank of America), at 277 (Daniel Gerhardstein, FIA Principal Traders Group and Jump Trading Group). 54 See, e.g., Jane Street Letter at 2; First TTR Roundtable Transcript at 235 (Mehmet Kinak, T. Rowe Price). 55 See, e.g., Robinhood Letter at 2, 5; First TTR Roundtable Transcript at 68-69 (Pankil Patel, Bank of America). 16 Some commenters also attributed other market structure concerns to Rule 611. For example, some stated that the trade-through rule has indirectly led to more non-displayed trading by constraining the nature of competition on displayed venues to factors such as speed and fees. 56 In addition, some commenters stated that Rule 611 has led to unnecessary costs and complexity for market participants 57 and to the proliferation of complex order types. 58 Others have stated that the trade-through rule has harmed institutional investors that seek to trade in large size by forcing them to access small-sized quotations that may signal their trading intentions to short-term proprietary traders. 59 Commenters critical of Rule 611 generally contended that it has not succeeded in achieving the Commission’s stated objective of enhancing the reward for the display of limit orders and has produced negative unintended consequences for market participants. 60 Based on these critiques, some commenters recommended rescinding Rule 611 in its entirety. 61 Other commenters offered alternatives to rescission of Rule 611, including 56 See, e.g., Nasdaq Letter I at 1-2. Non-displayed trading is sometimes referred to as “dark” liquidity and can include off-exchange trading as well as non-displayed (or “hidden”) liquidity on exchanges. Displayed trading is sometimes referred to as “lit” trading. 57 See, e.g., Robinhood Letter at 5; O’Brien Letter at 6. 58 See, e.g., Robinhood Letter at 4; FIA PTG Position Paper – Regulation NMS: A Renewed Call for Reform, FIA PTG Principal Traders Group, Sept. 2025 (“FIA PTG Paper”) at 4; First TTR Roundtable Transcript at 78-80 (Maureen O’Hara, Cornell University, SC Johnson Graduate School of Management), at 169 (Armando Diaz, PureStream). 59 See, e.g., letter from Christopher Nagy, Research Director, Healthy Markets Association (Sept. 16, 2025) (“Healthy Markets Letter I”) at 8. 60 See, e.g., First TTR Roundtable Transcript at 57 (Pankil Patel, Bank of America), 144-45 (Adam Nunes, Hudson River Trading). 61 See, e.g., Second TTR Roundtable Transcript at 51-52 (Mehmet Kinak, T. Rowe Price), at 52-53 (Dmitry Bulkin, Bernstein), at 53 (Brett Redfearn, Panorama Financial Markets Advisory); Robinhood Letter at 2; O’Brien Letter at 7. 17 modifications to Rule 611 62 or modifications to other aspects of Regulation NMS instead. 63 Several commenters described the interconnectedness of the trade-through rule with best execution obligations 64 and some commenters recommended, in light of possible changes to Rule 611, consideration of ways to support best execution compliance. 65 Some commenters suggested that if the Commission rescinds Rule 611, it would need to change other parts of Regulation NMS, including eliminating or modifying the access fee caps set forth in Rule 610(c) 66 or the prohibition on locked and crossed markets in Rule 610(e). 67 The Commission is cognizant of the complex and interconnected nature of our equity market structure and believes that proceeding with any changes requires taking a holistic view to help ensure that changes result in improvements in, and not a deterioration of, our national market system. Changes to a single rule could have profound effects, both expected and unexpected, on a multitude of other rules and aspects of market structure. Thus, changes to, and modernizations of, the U.S. regulatory structure for our equity markets should be done through a deliberative and calibrated process that is designed to result in improved market efficiency and reduced costs and complexity for investors. 62 See, e.g., Healthy Markets Letter I at 8-10; Zhu Letter at 1-2; letter from Timothy J. Boyle, Chief Operating Officer, McKay Brothers, LLC (Sept. 5, 2025) (“McKay Letter”). 63 See, e.g., letter from Patrick Sexton, EVP, General Counsel, and Corporate Secretary, Cboe Global Markets, Inc. (Dec. 15, 2025) (“Cboe Letter II”) at 3-6. 64 See, e.g., letter from Adrian Griffiths, Head of Market Structure, MEMX LLC (Sept. 18, 2025) (“MEMX Letter”) at 9-10 n.9; Healthy Markets Letter I at 5; FIA FTG Paper at 2-3; Jane Street Letter at 1-2. 65 See, e.g., Nasdaq Letter I at 3-7; McKay Letter at 2-3; Healthy Markets Letter II at 6-7. 66 See, e.g., letter from Patrick Sexton, EVP, General Counsel, and Corporate Secretary, Cboe Global Markets, Inc. (Sept. 15, 2025) (“Cboe Letter I”) at 4; Nasdaq Letter I at 4; Second TTR Roundtable Transcript at 3435 (Kevin Tyrell, New York Stock Exchange). See also O’Brien Letter at 7 (recommending the Commission rescind Rule 611 and modify Rules 605 (disclosure of order execution information) and 612 (minimum pricing increment)). 67 See, e.g., MEMX Letter at 17-18; FIA PTG Paper at 6; Cboe Letter I at 4-5; First TTR Roundtable Transcript at 129-130 (Jonathan Kellner, MEMX); Second TTR Roundtable Transcript at 55 (Brett Redfearn, Panorama Financial Markets Advisory). 18 Based on the experience of the Commission and its staff overseeing the equity markets and taking into consideration the input from panelists at the TTR Roundtables and other comments received, the Commission is proposing certain targeted changes to Regulation NMS. Specifically, as described below in greater detail, the Commission proposes to: • Rescind Rule 611 of Regulation NMS in its entirety; 68 • Rescind Rule 610(e) of Regulation NMS in its entirety; 69 and • Make conforming revisions to Regulation NMS and other Commission rules to reflect the rescission of Rules 611 and 610(e), including amending the definitional rule of Rule 600 to rescind terms that would no longer be necessary to retain in Regulation NMS given the proposed rescissions of Rules 611 and 610(e). 70 The Commission understands these proposed changes could impact related aspects of equity market structure. To the extent other changes may be warranted to Commission rules, SRO rules, and NMS Plans 71 in light of this proposal, the Commission requests market participants to submit comments explaining these market structure impacts and other needed changes. 72 Such areas for comment may include, but are not limited to: (i) whether, and to what 68 See infra section II. 69 See infra section III. 70 See infra section IV. Specifically, the provisions of Regulation NMS that are proposed to be rescinded are Rules 600(b)(6), (7), (47), (54), (81), (82) and (105); the provisions of Regulation NMS that are proposed to be revised are Rules 600(b)(26), (72), and (89), and Rule 610(c); and the other Commission rules that are proposed to be revised are Rules 15c3-5 and 15b9-1 under the Exchange Act. 71 See Rule 608 (Filing and amendment of national market system plans), 17 CFR 242.608, which allows two or more SROs, acting jointly, or the Commission itself to propose amendments to effective NMS Plans. 72 Listed options have their own rules prohibiting trade-throughs and locked and crossed markets, which is set forth in the Options Order Protection and Locked/Crossed Market Plan, a Commission approved NMS Plan. See infra note 83. The options markets are materially different than the equities markets in a number of ways. For example, as highlighted by commenters, there is no off-exchange trading in listed options, options are more commonly quote-driven versus order-driven, and there are a great deal more listed options than listed equities. See, e.g., First TTR Roundtable Transcript at 94-98 (Chris Isaacson, Cboe Global Markets, Inc.; Chris Solgan, MIAX Exchange Group). These differences between the equities and options 19 extent, best execution requirements and guidance should be updated if the proposed amendments to Regulation NMS are adopted; 73 (ii) whether, and to what extent, revisions should be made to market data revenue allocation formulas; 74 (iii) whether, and to what extent, conforming changes would be required to SRO rules and NMS Plan provisions if the proposed amendments to Regulation NMS are adopted; 75 and (iv) whether, and to what extent, the access fee caps under markets necessitate a separate review of the options markets to determine if any structural changes are warranted. To that end, the Commission hosted a roundtable on April 16, 2026, to discuss listed options market structure, including facilitating competition in a quote driven market, evaluating the customer experience, and identifying opportunities and challenges for continued growth. See https://www.sec.gov/newsroom/press-releases/2026-24-sec-announces-roundtable-options-marketstructure-reform. 73 A broker’s duty of best execution derives from common law agency principles and fiduciary obligations, and is incorporated implicitly, through judicial and Commission decisions, in the antifraud provisions of the Federal securities laws. Securities Exchange Act Release No. 37619A, 61 FR 48290, 48322 (Sept. 12, 1996) (“Order Execution Obligations Adopting Release”), citing Market 2000 Study at V-1, 2 and sources cited therein. The Commission has stated that the duty of best execution requires broker-dealers to execute customers’ trades at the most favorable terms reasonably available under the circumstances. Id. FINRA’s best execution rule (FINRA Rule 5310) requires FINRA member firms to “use reasonable diligence to ascertain the best market” for a customer order for a securities transaction and to execute in such market to provide the customer with a price that is “as favorable as possible under prevailing market conditions.” FINRA Rule 5310(a)(1). 74 The Commission recognizes that the quality of consolidated data, including the national best bid and national best offer (“NBBO”), is critical to the health of our markets. When the Commission adopted Regulation NMS, it also implemented a new market data formula for revenue allocation among the relevant SROs, essentially allocating half of market data revenues to trading and half to quoting. See NMS Adopting Release at 37557-70. Some have criticized the formula’s quoting component, which they argued has contributed to the creation of new exchanges and subsidizes exchanges that quote but rarely trade, thus providing minimal value to market participants. See, e.g., Jane Street Letter; FIA PTG Paper; McKay Letter. On June 2, 2026, the members of the CT Plan LLC (“CT Plan”) filed Amendment No. 3 to the CT Plan pursuant to Rule 608 of Regulation NMS (proposing certain revisions to the provisions of the plan that govern the allocation of net revenues received under the CT Plan among its members to impose a limit on the ratio of revenue distributed to each individual member that is attributable to its quoting activity compared to revenue such member receives for trading activity under the revenue formula). The CT Plan was approved in November 2024 to become the successor to and replacement for the Nasdaq UTP Plan and the CTA/CQ Plans. See Securities Exchange Act Release No. 101672 (Nov. 20, 2024), 89 FR 94924 (Nov. 29, 2024) (“CT Plan Approval Order”). The CT Plan is expected to begin disseminating quote and trade data in the second quarter of 2027. See CT Plan FAQs, available at https://thectplanllc.com/faqs/. 75 For example, if the proposed amendments to Regulation NMS are adopted, SROs would no longer be required to have rules restricting trade-throughs and locking or crossing quotations. In such a case, the Commission believes, that most, if not all, SROs would seek to amend rules originally designed for compliance with Rules 611 and 610(e). Similarly, if the proposed amendments to Regulation NMS are adopted, key terms such as “protected quote,” “trade-through,” and “intermarket sweep orders” would no longer be defined in Regulation NMS and SRO rulebooks would need to redefine or eliminate such terms. In addition, the text of certain NMS Plans may reference Regulation NMS requirements or defined terms that are being proposed to be rescinded and plan participants may choose to amend such plans. For 20 Rule 610(c) under Regulation NMS should be revised. 76 II. Rule 611 Rule 611 was adopted as the most significant and controversial piece of Regulation NMS. 77 At the time, the Commission believed that, in adopting Rule 611: (1) investors, particularly retail investors, would be assured that orders would be filled at the best prices, thereby giving them greater confidence that they would be treated fairly when they participated example, the NMS Plans relating to the collection, consolidation, processing and dissemination of consolidated equity market data by the SIPs, including the CT Plan, the Nasdaq UTP Plan and the CTA/CQ Plan, currently determine “quote credits” based on certain automated quotations that do not lock or cross a previously displayed automated quotation. See CT Plan Approval Order; Securities Exchange Release Nos. 104670 (Jan. 22, 2026), 91 FR 3609 (Jan. 27, 2026) (Notice of Filing of the Fifty-Fifth Amendment to the Joint Self-Regulatory Organization Plan Governing the Collection, Consolidation and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on an Unlisted Trading Privileges Basis); and 104665 (Jan. 22, 2026), 91 FR 3602 (Jan. 27, 2026) (Notice of Filing of Fortieth Substantive Amendment to the Second Restatement of the CTA Plan and Thirty-First Substantive Amendment to the Restated CQ Plan). As discussed further below, the Commission is proposing to rescind the defined term “automated quotation” and to eliminate the prohibitions on locking and crossing markets. As a result, plan participants may determine to amend such plans to revise how “quote credits” are determined under the plans. But see, e.g., Second TTR Roundtable Transcript at 56 (Brett Redfearn, Panorama Financial Markets Advisory) (stating that even if the Commission rescinds the prohibition on locked and crossed markets, the SIP revenue allocation formula should not reward participants for actively locking or crossing a market). See also, e.g., section VI.A.1. of the NMS Plan to Address Extraordinary Market Volatility (“Limit Up/Limit Down Plan”), available at https://www.luldplan.com/plans (which excludes from certain requirements of the plan “transactions excepted or exempt from Rule 611 under Regulation NMS”); section 8.1.2. of Appendix D of the Limited Liability Company Agreement of Consolidated Audit Trail, LLC, dated Aug. 29, 2019, available at https://catnmsplan.com/sites/default/files/2026-01/LLC_Agreement_of_Consolidated_Audit_Trail_LLCas-of-01.13.26.pdf (referencing “protected best bid and offer”). 76 Rule 610(c) was adopted at the same time as Rule 611 and Rule 610(e), and was designed to promote fair and non-discriminatory access to quotations displayed in the national market system, ensure the fairness and accuracy of displayed quotations by establishing an outer limit on the cost of accessing such quotations, and preclude trading centers that posted protected quotations from raising their fees in an attempt to take improper advantage of the trade-through protections. See 2024 Regulation NMS Amendments at 81643-44. In 2024, the Commission adopted amendments to the Rule 610(c) access fee caps in conjunction with changes to Rule 612 of Regulation NMS (Minimum Pricing Increment). See 2024 Regulation NMS Amendments. These amendments to Rules 610(c) and 612 are scheduled to be implemented in November 2026. See Securities Exchange Act Release No. 104172 (Oct. 31, 2025), 90 FR 51418 (Nov. 17, 2025) (“2025 Temporary Exemptive Relief”). However, on Feb. 26, 2026, the Commission received a request for exemptive relief from the November 2026 implementation deadline, which request was published for comment on Mar. 20, 2026. See Securities Exchange Act Release No. 105058 (Mar. 20, 2026), 91 FR 14602 (Mar. 25, 2026). See also infra notes 231-238 and accompanying text (discussing access fee caps and locked and crossed markets). 77 See, e.g., NMS Adopting Release at 37498 (“Clearly, the Order Protection Rule was most controversial and attracted the most public comment and attention.”); see also Joint NMS Dissent at 37633-35. 21 in the equity markets; and (2) the promotion of the best displayed and accessible prices would promote deep and stable markets that minimized investor transaction costs. 78 Rule 611 was the centerpiece of Regulation NMS and has been likened to the “head of an octopus” because of its ability to impact many different areas of equity market structure. 79 Rule 611 has recently been analogized to the scaffolding of the national market system, akin to a temporary structure that can now be taken down because it is no longer necessary. 80 A. Description of Rule 611 The core of Rule 611 is paragraph (a)(1), which promotes intermarket price protection of orders by restricting the execution of trades on one venue at prices that are inferior to displayed quotations at another venue. Specifically, it requires a “trading center” 81 to establish, maintain, and enforce written policies and procedures that are reasonably designed to prevent tradethroughs on that trading center of “protected quotations,” 82 unless one of the exceptions to the 78 NMS Adopting Release at 37498. 79 See First TTR Roundtable Transcript at 45-46 (Katie Kolchin, SIFMA) (“Like the octopus, market structure involves many moving, interconnected pieces, and Rule 611 represents the head of this octopus. If you move or change one piece, other parts could move as well.”). See also supra notes 66-67 and accompanying text (relating to other areas of Regulation NMS commenters believed to be closely connected to Rule 611). 80 See First TTR Roundtable Transcript at 123 (Jim Angel, Georgetown University). See also J. Angel Letter; Jane Street Letter at 2 (stating that modern automated electronic markets have now evolved beyond the baseline requirements of Rule 611 and that “[w]hile arguably Rule 611 served a historical function, its continuation imposes negative externalities on market participants”). 81 Rule 600(b)(106) defines “trading center” to mean “a national securities exchange or national securities association that operates an SRO trading facility, an alternative trading system, an exchange market maker, an OTC market maker, or any other broker or dealer that executes orders internally by trading as principal or crossing orders as agent.” 17 CFR 242.600(b)(106). Trading center is defined broadly to include venues that execute trades in today’s equity market structure, including registered exchanges, ATSs, OTC market makers, and any other broker-dealers that execute orders internally, whether as principal or agent. 82 Rule 600(b)(82) provides that “protected quotation” means “a protected bid or a protected offer.” 17 CFR 242.600(b)(82). Rule 600(b)(81) provides that a “protected bid or protected offer” means “a quotation in an NMS stock that: (i) is displayed by an automated trading center; (ii) is disseminated pursuant to an effective national market system plan; and (iii) is an automated quotation that is the best bid or best offer of 22 trade-through restrictions set forth in paragraph (b) of the rule applies. A “trade-through” is defined as the purchase or sale of an “NMS stock” 83 during “regular trading hours” 84 either as agent or principal, at a price that is lower than a protected bid or higher than a protected offer. 85 The definition of “protected bid or protected offer” 86 (collectively, “protected quotations”) includes several key elements. First, they must be “automated quotations” 87 displayed by an “automated trading center.” 88 The definitions of automated trading center and automated quotation generally require that quotations must be immediately and automatically a national securities exchange, or the best bid or best offer of a national securities association.” 17 CFR 242.600(b)(81). 83 An NMS stock generally means any exchange-listed security (other than listed options) for which consolidated market data is disseminated. Rule 600(b)(65) defines an “NMS stock” to mean “any NMS security other than an option.” 17 CFR 242.600(b)(65). See supra note 3 (defining NMS security). Listed options have their own trade-through rule, which is set forth in the Options Order Protection and Locked/Crossed Market Plan. That NMS Plan introduced features to the listed options markets analogous to Rule 611 for the equity markets, including requiring its participants to establish, maintain and enforce written policies and procedures that are reasonably designed to prevent trade-throughs, and provided for a number of exceptions to the trade-through requirement (including ISOs). In addition, the plan requires participants to have rules to reasonably avoid displaying locked and crossed markets. See Securities Exchange Act Release No. 60405 (July 30, 2009), 74 FR 39362 (Aug. 6, 2009). 84 Rule 600(b)(88) defines “regular trading hours” to mean “the time between 9:30 a.m. and 4:00 p.m. Eastern Time, or such other time as is set forth in the procedures established pursuant to 17 CFR 242.605(a)(2).” 17 CFR 242.600(b)(88). 85 17 CFR 242.600(b)(105) (definition of “trade-through”). 86 See supra note 82. 87 Rule 600(b)(6) defines the term “automated quotation” as “a quotation displayed by a trading center that: (i) permits an incoming order to be marked as immediate-or-cancel; (ii) immediately and automatically executes an order marked as immediate-or-cancel against the displayed quotation up to its full size; (iii) immediately and automatically cancels any unexecuted portion of an order marked as immediate-orcancel without routing the order elsewhere; (iv) immediately and automatically transmits a response to the sender of an order marked as immediate-or-cancel indicating the action taken with respect to such order; and (v) immediately and automatically displays information that updates the displayed quotation to reflect any change to its material terms.” 17 CFR 242.600(b)(6). 88 Rule 600(b)(7) defines the term “automated trading center” as “a trading center that: (i) has implemented such systems, procedures, and rules as are necessary to render it capable of displaying quotations that meet the requirements for an automated quotation set forth in [Rule 600(b)(6)]; (ii) identifies all quotations other than automated quotations as manual quotations; (iii) immediately identifies its quotations as manual quotations whenever it has reason to believe that it is not capable of displaying automated quotations; and (iv) has adopted reasonable standards limiting when its quotations change from automated quotations to manual quotations, and vice versa, to specifically defined circumstances that promote fair and efficient access to its automated quotations and are consistent with the maintenance of fair and orderly markets.” 17 CFR 242.600(b)(7). 23 executable, without any programmed delay. 89 Second, to be protected, a quotation must be disseminated in the consolidated market data feeds. Consequently, Rule 611 does not apply when the consolidated market data feeds are not operating. Third, to be protected, a quotation must be the “best bid” (highest-priced bid) or “best offer” (lowest-priced offer) of an exchange or a national securities association (currently FINRA through its ADF). Currently, 17 exchanges quote and trade NMS stocks but there are no active quoting participants in the ADF, 90 which means that, practically, Rule 611 only applies to the best round-lot prices on an exchange. Rule 611 does not cover any additional depth-of-book prices (lower prices for bids and higher prices for offers) that are outside the best prices displayed by an automated trading center. Rule 611 restricts trades at prices worse than a protected quotation, though it does not affirmatively require the routing of orders to trading centers that are displaying the best prices. Any trading center is free to execute trades at prices that are equal to or better than a protected quotation, regardless of whether such trading center is currently quoting at that price or is a nondisplayed trading center that never displays quotations. 91 Thus, for example, Rule 611 does not prohibit the execution of trades on non-displayed trading centers (non-displayed ATSs which are sometimes referred to as “dark pools,” off-exchange market makers, and other broker-dealers that execute orders internally) at prices that match displayed prices at displayed trading centers. 89 See NMS Adopting Release at 37534 (“The term “immediate” precludes any coding of automated systems or other type of intentional device that would delay the action taken with respect to a quotation.”). In 2016, the Commission updated its interpretation of the term “immediate” given technological and market developments since the adoption of Regulation NMS and stated that “immediate” in the context of Regulation NMS does not preclude a de minimis intentional delay – i.e., a delay so short as to not frustrate the purposes of Rule 611 by impairing fair and efficient access to an exchange’s quotations. See Securities Exchange Act Release No. 78102 (June 17, 2016), 81 FR 40785 (June 23, 2016). 90 See https://www.finra.org/filing-reporting/alternative-display-facililty-adf (stating “[c]urrently, there are no active quoting ADF participants.”). 91 Stated another way, Rule 611 does not require orders to be routed to execute against displayed quotations before trades could be executed at matching prices (sometimes referred to as a “trade-at” restriction). 24 Moreover, Rule 611 does not mandate transparency or force investors to display their trading interest when they wish not to do so. 92 Any investor can choose not to display an order, whether on an exchange or a non-displayed trading center, and such orders can be executed as long as they are executed at NBBO prices or better. Paragraph (b) of Rule 611 sets forth nine exceptions to the trade-through restrictions of paragraph (a). Two of the most significant of these involve the use of intermarket sweep orders. 93 ISOs are defined as limit orders that are routed, as necessary, to execute against the full displayed size of all protected quotations with prices that are better than the price of the ISO. Thus, while ISOs are exceptions to Rule 611, they remain consistent with the trade-through rule’s objective of promoting intermarket price priority. One ISO exception allows a trading center to execute a trade immediately at any size and price as long as it simultaneously routes ISOs to execute against any better-priced protected quotations. 94 The other ISO exception allows a trading center to execute an order it receives immediately at any size and price when the order is identified as an ISO. 95 This exception enables order routers to control the execution of their own orders, while effectively relieving trading centers of the necessity of checking protected 92 For example, Rule 604 of Regulation NMS provides an exception from display for all block-sized limit orders (unless the customer requests display), as well as an exception for limit orders of any size for which the customer expressly requests non-display. Rule 604 of Regulation NMS (Display of Customer Limit Orders). 17 CFR 242.604. 93 Rule 600(b)(47) defines an “intermarket sweep order” to mean “a limit order for an NMS stock that meets the following requirements: (i) when routed to a trading center, the limit order is identified as an intermarket sweep order; and (ii) simultaneously with the routing of the limit order identified as an intermarket sweep order, one or more additional limit orders, as necessary, are routed to execute against the full displayed size of any protected bid, in the case of a limit order to sell, or the full displayed size of any protected offer, in the case of a limit order to buy, for the NMS stock with a price that is superior to the limit price of the limit order identified as an intermarket sweep order. These additional routed orders also must be marked as intermarket sweep orders.” 17 CFR 242.600(b)(47). 94 Rule 611(b)(6); 17 CFR 242.611(b)(6). 95 Rule 611(b)(5); 17 CFR 242.611(b)(5). 25 quotations at other trading centers. For example, if an order router wishes to immediately access a large-sized quotation with a price inferior to protected quotations at other trading centers, it can route an ISO to execute against the large-sized quotation, while simultaneously routing additional ISOs to execute against all of the better-priced protected quotations. Another significant exception to Rule 611 is the “one-second window.” 96 This exception was primarily designed to deal with the practical difficulties that existed when Regulation NMS was adopted of preventing intermarket trade-throughs during a fast-moving market when quotations can change rapidly (sometimes referred to as “flickering quotes”). 97 This exception provides that if a trade is executed at a price that would not have been a trade-through of protected quotations as they stood at any point within the previous one second (the one-second window), then the trade is excepted from Rule 611. Other exceptions to Rule 611 include: (1) the “self-help” remedy that allows market participants to disregard the protected quotations of trading centers that are experiencing systems problems; 98 (2) transactions that are not “regular way contracts”; 99 (3) single-priced opening, reopening, and closing transactions; 100 (4) trades during a crossed market when a protected bid is 96 Rule 611(b)(8); 17 CFR 242.611(b)(8). 97 In adopting the exception in 2005, the Commission stated that it “generally does not believe that the benefits would justify the costs imposed on trading centers of attempting to implement an intermarket price priority rule at the level of sub-second time increments.” NMS Adopting Release at 37523. The Commission emphasized, however, that the exception is not an exception to the duty of best execution. For example, a broker-dealer that owes a duty of best execution to its customers cannot disregard a quotation for purposes of best execution if experience shows that it is likely to be accessible. Id. at n. 213 (“In making a best execution determination, for example, a broker-dealer cannot rely on the Rule’s exception for flickering quotations to justify ignoring a recently displayed, better-priced quotation when experience shows that the quotation is likely to be accessible.”). 98 Rule 611(b)(1); 17 CFR 242.611(b)(1). 99 Rule 611(b)(2); 17 CFR 242.611(b)(2). 100 Rule 611(b)(3); 17 CFR 242.611(b)(3). 26 higher than a protected offer; 101 (5) trades executed at benchmark prices rather than current quoted prices (such as volume-weighted average price (“VWAP”) transactions and other types of average price transactions); 102 and (6) transactions in “stopped orders.” 103 The Commission has also issued several exemptions from Rule 611. 104 B. Proposed Rescission of Rule 611 The Commission proposes to rescind Rule 611 in its entirety. The Commission recognizes that our national market system is complex and interconnected, and that any changes could impact other parts of the national market system and result in unintended consequences. It is precisely for these reasons that the Commission has sought the input of market participants in assessing Regulation NMS and Rule 611 in advance of formulating this proposal. 105 The Commission has engaged in a broad assessment of the regulatory environment since the adoption of Rule 611 and the economic effects of Rule 611 106 and has taken into consideration the comments and input received. Based on its assessment, rescinding Rule 611 101 Rule 611(b)(4); 17 CFR 242.611(b)(4). 102 Rule 611(b)(7); 17 CFR 242.611(b)(7). 103 Rule 611(b)(9); 17 CFR 242.611(b)(9). In particular, Rule 611(b)(9) provides an exception for the execution by a trading center of an order for which, at the time of receipt of the order, the trading center had guaranteed an execution at no worse than a specified price (a “stopped order”), where: (i) the stopped order was for the account of a customer; (ii) the customer agreed to the specified price on an order-by-order basis; and (iii) the price of the trade-through transaction was, for a stopped buy order, lower than the national best bid in the NMS stock at the time of execution or, for a stopped sell order, higher than the national best offer in the NMS stock at the time of execution. Id. 104 See Securities Exchange Act Release No. 54389 (Aug. 31, 2006), 71 FR 52829 (Sept. 7, 2006), as modified by Securities Exchange Act Release No. 57620 (Apr. 4, 2008), 73 FR 19271 (Apr. 9, 2008) (exemptive order for “qualified contingent trades”); Securities Exchange Act Release No. 54678 (Oct. 31, 2006), 71 FR 65018 (Nov. 6, 2006) (exemptive order for certain sub-penny trade-throughs); Securities Exchange Act Release No. 55884 (June 8, 2007), 72 FR 32926 (June 14, 2007) (exemptive order for certain error correction transactions); Securities Exchange Act Release No. 55883 (June 8, 2007), 72 FR 32927 (June 14, 2007) (exemptive order for certain print protection transactions); Securities Exchange Act Release No. 57621 (Apr. 4, 2008), 73 FR 19270 (Apr. 9, 2008) (exemptive order for non-convertible preferred securities). 105 See, e.g., supra notes 47-67 and accompanying text (discussing TTR Roundtables). 106 See infra section VI. 27 and its trade-through restrictions may be appropriate and beneficial for the national market system and, in particular, our equity markets. As discussed in more detail below, Rule 611 has contributed to a myriad of consequences that have resulted in costs to market participants. In addition, equity markets have significantly evolved since 2005 such that the trade-through prohibition in Rule 611 may no longer be needed in our current equity markets because of advancements in technologies, particularly with respect to access and order handling and routing. 107 Also, best execution obligations should continue to ensure brokers use reasonable diligence to secure the most favorable terms for customer orders. 108 Moreover, removing the trade-through prohibition of Rule 611 would allow market participants greater freedom in order handling execution and routing decisions, which could promote competition and foster innovation among trading centers and executing brokers. In general, our equity markets are well served by allowing competition, innovation, and other market forces, rather than prescriptive requirements on market participants, to shape their continued evolution to the greatest extent possible. If Rule 611 were to be rescinded, U.S. equity markets may benefit from reduced costs associated with the reduction in market structure complexity and fragmentation, and competition, innovation, and other market forces would no longer be constrained by the restrictions of Rule 611. 109 Today’s trading environment is highly competitive, interconnected, and automated, which was not the case when the Commission adopted Rule 611. Rule 611 therefore is unnecessary given that the Commission’s concern expressed at the time of adoption of Rule 611 regarding the lack of mechanisms to connect markets is no longer relevant. Rule 611 also is not needed as a backstop to best execution given 107 See infra section II.B.3.a. 108 See infra section II.B.3.b. 109 See infra section VI.C.1. 28 today’s highly automated, interconnected and competitive equity markets, where retail investors have widely available access to market data and execution quality information, and a broker’s duty to provide best execution would apply regardless. 110 Accordingly, the Commission believes that rescission of Rule 611 would be in the public interest and appropriate for the protection of investors and the maintenance of fair and orderly markets in that removing Rule 611 may, in furtherance of the goals of section 11A of the Exchange Act, 111 allow for more economically efficient executions of securities transactions, the execution of investor orders in the best market, and remove impediments to competition. 112 The goal of the changes proposed in this rulemaking is to strengthen our national market system and, in furtherance of section 11A of the Exchange Act, 113 to allow for more economically efficient executions of securities transactions, and to remove impediments to competition, 114 in order to help ensure that the U.S. remains the preeminent securities market in the world, where issuers, investors, and other market participants look to entrust their companies, savings, and capital. When the Commission adopted Regulation NMS in 2005, the U.S. equity markets were undergoing significant changes with respect to technology, trading, and competition. At this time of still-emerging and still-evolving technologies, the Commission adopted Regulation NMS, which set forth a uniform trade-through rule, in order to address inefficiencies in the equity market structure that existed at the time. Rule 611 resulted in market 110 See Order Execution Obligations Adopting Release at 48323-24. 111 Exchange Act section 11A(a)(1)(C); 15 U.S.C. 78k-1(a)(1)(C). 112 See id. See also supra notes 1-2 and accompanying text (discussing section 11A). 113 Exchange Act section 11A(a)(1)(C); 15 U.S.C. 78k-1(a)(1)(C). 114 See supra notes 1-2 (discussing section 11A). See also section VI.D.1.a. (discussing the Commission’s Economic Analysis regarding the benefits of rescinding Rule 611). 29 participants needing, as a practical matter, to connect, directly or indirectly, to all markets with protected quotations. 115 Moreover, Rule 611 led to market participants focusing particularly on price and speed with respect to executing trades, as described further in sections II.B.2. and II.B.3 below. While this may be beneficial to the execution quality of retail orders, the overall execution quality for large institutional orders may be negatively affected. 116 Moreover, Rule 611’s restriction on trading through protected quotations may have had the effect of incentivizing exchanges to adopt a particular trading protocol (i.e., price-time matching), thereby reducing innovation in exchange trading models and limiting competition among exchanges. 117 Markets are now once again undergoing a period of significant technological change. 118 U.S. equity markets are highly competitive and resilient, and they should, whenever possible, be allowed to develop on their own. The Commission’s involvement should be focused on those areas where its regulatory reach can improve their functioning. 119 Thus, core to the Commission’s proposal to rescind Rule 611 is that, where appropriate, market forces should shape U.S. equity market structure. By proposing to remove the regulatory restrictions contained in Rule 611, the Commission seeks to simplify the regulation and structure of our equity markets rather than continue to impose requirements and costs that are no longer necessary, and thus empower market participants to compete on merit and innovation—whether through service, price, technology, costs, or a combination thereof. The Commission believes that removing such 115 See infra note 121 and accompanying text (discussing the practical need for market participants to connect to all markets). 116 See infra section VI.B.2.a. (discussing economic effects on large institutional orders). 117 See infra section VI.B.4. 118 See, e.g., supra notes 42-45 and accompanying text (discussing the rapidly changing technology in today’s markets). 119 See Horses and Bourses: Remarks at the 12th Annual Conference on Financial Market Regulation, by Commissioner Hester M. Peirce (May 16, 2025), available at https://www.sec.gov/newsroom/speechesstatements/peirce-remarks-financial-market-regulation-051625. 30 restrictions could foster innovation in trading protocols and venue design and increase competition among trading centers and executing brokers. 120 Rule 611 and its numerous exceptions and exemptions have been at the core of the complexity in our equity market structure since the adoption of Regulation NMS in 2005. The prohibition against trade-throughs effectively requires market participants to connect or have routing capability to all exchanges and to monitor quotes and route orders to exchanges that they otherwise might choose not to do business with. 121 This complexity may be particularly impactful for institutional and larger-sized orders where requirements may result in executions across multiple venues with varying fee structures and latencies, potentially leading to worse overall execution quality than alternative approaches. 122 In addition, since the adoption of Rule 611, there has been a proliferation of order types offered by exchanges. 123 Many of these order types were developed in response to Rule 611 and other Regulation NMS-related requirements and are now commonplace among equity 120 See infra section VI.D.1. 121 Rule 611 does not mandate that trading centers connect to all trading centers with protected quotes, or even that they have routing capabilities to reach such trading centers. Trading centers can operate without any routing capabilities so long as they abide by the trade-through restrictions of Rule 611 (i.e., that, absent an exception under Rule 611(b), they not trade-through protected quotes at away markets); however, the practical effect of the rule for many market participants has been that they have routing capabilities to reach all trading centers with protected quotes, directly or indirectly. Trade-Through Roundtable Supporting Data, by Staff of the Office of Analytics and Research, Division of Trading and Markets (Sept. 9, 2025, revised Sept. 12, 2025) (“121 Analysis”), available at https://www.sec.gov/files/trade-through-roundtablesupporting-data.pdf. 122 See Jane Street Letter at 2. See also infra section VI. 123 See Robinhood Letter at 4 (citing “Complaints Rise Over Complex U.S. Stock Orders,” by Herbert Lash, Reuters (Oct. 19, 2012)). 31 exchanges. 124 These order types include but are not limited to ISOs and “price to comply” orders and variations thereof. 125 When such order types are combined or interact with other similarly complex order types offered by trading venues, the resulting mix of combinations and permutations that need to be considered increases the complexity faced by market participants. 126 In addition, many order types themselves have one or more modifiers, which can add even more market structure complexity, 127 which may increase costs to market participants. 128 Moreover, this complexity and the costs associated therewith may provide an advantage to more 124 Some commenters have stated that this increase in order types stems directly from Rule 611 and related Regulation NMS market structure requirements (such as Rule 610(e)’s prohibition on locking and crossing markets), and that such order types have been developed to enable market participants to take advantage of the complexities. See Nasdaq Letter I at 1-2 (citing EMSAC Market Structure Memo, supra note 46). See also First TTR Roundtable Transcript at 230 (Matt Billings, Robinhood), at 78-80 (Maureen O’Hara, Cornell University, SC Johnson Graduate School of Management), at 168 (Matt Mackenzie, Optiver), at 169 (Armando Diaz, PureStream); Robinhood Letter at 4; Healthy Markets Letter I at 9. One commenter stated that certain order types are “not designed to enhance execution quality but to comply with display rules while maintaining [SIP] visibility…” See FIA PTG Paper at 4. See also First TTR Roundtable Transcript at 165-66 (Hubert De Jesus, BlackRock). See also First TTR Roundtable Transcript at 169 (Armando Diaz, PureStream) (noting that “the overwhelming majority of volume” on an exchange was using order types “that are meant to suppress or sidestep 611”), at 168 (Matt Mackenzie, Optiver). 125 ISO order types are designed to allow market participants to avail themselves of the ISO exceptions under Rules 611(b)(5) through (6); 17 CFR 242.611(b)(5) through (6). “Price to comply” orders and variations thereof seek to automatically adjust an order’s price to avoid locking or crossing markets. See, e.g., Nasdaq Rule 4702(b)(1). See also supra note 29 and accompanying text and section II.A.2. (discussing the ISO exceptions and order types) and infra section III.B.3. (discussing complexities associated with Rule 610(e)). 126 See, e.g., First TTR Roundtable Transcript at 167 (Adam Nunes, Hudson River) (“[O]ne of the things that adds a great deal of complexity is that you have features to do one thing sitting on top of features to do another thing, and the combinations of those can get quite extreme.”); O’Brien Letter at 6-7 (discussing complexity attributable to Rule 611); Robinhood Letter at 4 (stating that “[t]here has also been an exponential increase in the number and complexity of order types offered by exchanges, with one source estimating that exchanges offer 2,000 variations of order types”). 127 See, e.g., Trading Talk – An In-Depth Look at Exchange Order Types, Rosenblatt Securities Inc. (June 26, 2013) (“Rosenblatt Order Type Report”); No Order Type Conspiracy, Rosenblatt Study Says, by Editorial Staff, Traders Magazine (July 5, 2013) (discussing findings of Rosenblatt Order Type Report, including that “the proliferation of order types had indeed added to the complexities of the marketplace and that ‘undoubtedly creates opportunities for the savviest market participants.’”). 128 See infra section VI.C.1. (discussing estimated cost savings due to reduced complexity if Rule 611 is rescinded). Some commenters stated that this complexity also increases risks to market IT infrastructure and systems. See, e.g., O’Brien Letter at 7. See also Robinhood Letter at 5; FIA PTG Paper at 4. One commenter stated that Rule 611’s rigid requirements make the equity markets more “brittle” because of all the complexity they add. First TTR Roundtable Transcript at 291 (Cameron Smith, Texas Stock Exchange). 32 sophisticated market participants, such as high-tech algorithmic traders with expansive data and processing capacities who are more capable of managing increased complexity. 129 In addition to this equity market structure complexity, Rule 611’s trade-through prohibition has contributed to an environment where speed has become the primary competitive advantage, allowing fast algorithms to capture price discrepancies. 130 As discussed below, Rule 611 has contributed to the fragmentation of displayed liquidity across numerous order books. 131 This in turn creates latency arbitrage opportunities and has incentivized massive investment in low-latency infrastructure to gain a speed advantage over competitors, resulting in the rise of high-frequency traders (“HFTs”). 132 In today’s equity markets, participants are locked in a technology and latency arms race for speed, 133 and the Commission believes that Rule 611 has contributed to this. The Commission believes that rescinding Rule 611 would reduce the complexity in our equity market structure that has occurred since its adoption in 2005, which would in turn reduce costs for market participants and foster innovation and competition. 129 See infra section VI.B.3. 130 See First TTR Roundtable Transcript at 72-73 (Dave Lauer, Urvin Finance and We the Investors) (citing Rule 611 as a factor driving the “speed race”), at 218 (Vlad Khandros, One Chronos) (stating Rule 611 is exacerbating the “latency arms race”). See also Data Boiler Comment at 2 (stating that the trading community is in a “low-latency arms race”). 131 See infra section II.B.2.b. 132 See letter from Benjamin L. Schiffrin, Director of Securities Policy, Better Markets, Inc. (Sept. 18, 2025) (“Better Markets Letter”). This commenter states that HFTs pay the exchanges fees for high-speed proprietary data feeds, fees for market data, and fees for having their computers “co-located” in the exchanges’ data centers. Id. at 3. 133 See, e.g., First TTR Roundtable Transcript at 56-57 (Pankil Patel, Bank of America) (discussing a “more sophisticated technology arms race”), 218 (Vlad Khandros, OneChronos) (stating that there is a “latency arms race”), 219 (Jon Herrick, New York Stock Exchange) (discussing “the technological arms race that we’re faced with”). 33 Rule 611’s trade-through restrictions have contributed to greater fragmentation in the U.S. equity markets. Rule 611 effectively lowered barriers to entry for exchanges by giving all exchanges, no matter their trading volume or other competitive distinctions, an opportunity to display a protected quotation, and thus avail themselves of guaranteed market data and connectivity revenue as market participants are effectively required to connect, directly or indirectly, to their markets. As a result, Rule 611 and Regulation NMS have contributed to the proliferation of exchanges in our equity markets. 134 To be clear, the Commission welcomes competition and believes that exchanges that introduce innovations to our markets, such as providing new ways to trade, can benefit the national market system overall. However, the Commission believes that Rule 611 has distorted incentives in the U.S. equity markets by providing new exchanges with protected quotation status at their inception, essentially guaranteeing that market participants must connect to them and subscribe to their market data feeds, 135 and this has led to a proliferation of exchanges. This proliferation of exchanges has increased fragmentation of trading on equity exchanges, spreading market share across the increasing number of exchanges, resulting in a 134 See, e.g., O’Brien Letter at 5; Robinhood Letter at 3-4; FIA PTG Paper at 3-4; First TTR Roundtable Transcript at 181-82 (Hubert De Jesus, BlackRock). See also infra section II.B.2.b. (discussing exchange proliferation). 135 As one commenter stated, “[a]ll a new venue needs to do is post a quotation and the entire market must connect to its infrastructure, code to its systems and re-shape its trading algorithms to accommodate it.” See O’Brien at 5. See also FIA PTG Letter at 4; Robinhood Letter at 4 (stating that six exchanges account for approximately 80% of the volume traded on all exchanges while 10 exchanges individually account for less than a 2% market share); First TTR Roundtable Transcript at 49, 72-73 (Dave Lauer, Urvin Finance and We the Investors) (stating that most of the additional exchanges have been “copycat” exchanges), at 288-89 (Mehmet Kinak, T.Rowe Price) (stating that the additional exchanges have not offered anything to differentiate themselves from existing exchanges), at 277 (Daniel Gerhardstein, FIA Principal Traders Group and Jump Trading Group) (stating that “Rule 611 creates artificial incentives for the establishment of new exchanges” and that “[a]chieving the protected quote status provides exchanges with guaranteed revenue through the forced connectivity, market data, and access fees, without regard to new value delivered to market participants”). 34 dispersal of liquidity. 136 This dispersal of displayed liquidity across numerous exchange order books increases routing complexity and potentially thins size at each exchange’s best quotations. 137 This fragmentation is particularly impactful for large and institutional orders because, as the fragmentation of displayed liquidity increases, institutional child orders face more venues with small top-of-book sizes, which raises the complexity and cost of routing to meet the requirements of Rule 611. This greater dispersion across exchanges can make institutional trading intentions easier to detect, which can increase slippage and hurt the overall execution quality of the parent order. 138 Moreover, with the increase in the number of U.S. equity exchanges, costs for market participants have increased due to the need to connect to trading centers with protected quotes, maintain such connections and routing capabilities thereto, and subscribe to their market data feeds. 139 These costs include incurring connection, routing, and market data fees to certain 136 See, e.g., Better Markets Letter at 1-2; FIA PTG Paper at 2 (stating that during the first half of 2025, no exchange had more than 20% market share based on notional volume and 9 exchanges had market share of less than 1%, and that the primary listing exchanges had a combined market share of less than 30% over the first half of 2025 (citing Cboe Exchange Inc, Historical Market Data Volume, available at https://www.cboe.com/us/equities/market_statistics/historical_market_volume/)). See also infra section II.B.2.b. (discussing exchange proliferation and fragmentation of displayed liquidity). 137 See infra section VI.B.2.c. 138 See infra section VI.B.2. 139 See, e.g., O’Brien Letter at 6-7; Robinhood Letter at 3-5; FIA PTG Paper at 1 (stating that major firms spend millions annually on market data and connectivity fees to all U.S. exchanges), 3. See also Jane Street at 2 (stating that these types of costs were a “regulated subsidy for venue proliferation, as new exchanges can effectively mandate that certain market participants purchase their connectivity and market data services”); First TTR Roundtable Transcript at 51, 70-71 (Joe Mecane, Citadel), at 56-58 (Pankil Patel, Bank of America) (discussing increased costs for infrastructure, colocation/connectivity, and market data), at 48, 72-73 (Dave Lauer, Urvin Finance and We the Investors), at 232-233, 277 (Daniel Gerhardstein, FIA Principal Traders Group and Jump Trading Group) (stating that “[a]chieving the protected quote status provides exchanges with guaranteed revenue through forced connectivity, market data, and access fees, without regard to new value delivered to market participants”), at 246 (Vlad Khandros, OneChronos). Certain commenters have stated that some of the costs that emanate from Regulation NMS have come down due to advances in technology and competition, particularly in areas relating to routing. See, e.g., First TTR Roundtable Transcript at 158 (Allison Bishop, Proof Trading), at 160 (Jeff Starr, Schwab). See also First TTR Roundtable Transcript at 19-26 (Dan Mathisson, Commission, Division of Trading and Markets, Office of Analytics and Research). The Commission acknowledges that certain costs may have 35 exchanges that some participants feel may provide limited value, but that such participants must nevertheless incur due to the requirements of Rule 611. 140 In addition, market participants incur costs to monitor for pre-trade and post-trade compliance with Rule 611, which costs increase with the number of venues providing protected quotes. 141 Without the requirements of Rule 611, market participants will no longer effectively be required to connect, directly or indirectly, to every exchange, which should reduce the connectivity, market data, routing, and compliance costs associated with such connections. 142 In turn, this may result in fewer new exchanges and potentially fewer existing exchanges, as the exchange revenue streams currently associated with market data and connectivity fees would no longer be guaranteed as they currently are. In addition, without the requirements of Rule 611, market participants will have greater choice in determining which trading center provides the come down, however, costs resulting from the trade-through prohibition in Rule 611 still remain high because, in practice, Rule 611 results in market participants connecting to all protected markets, even if indirectly through connectivity providers, and rescission of Rule 611 should result in reduced costs for market participants. 140 One commenter stated that, according to its calculations, the increased costs to the industry as a whole for connectivity, market data and options regulatory fees associated with small venues (i.e., for equities venues with less than 2% market share and options venues with less than 4% market share) is approximately $375 million a year, which is about two thirds of the total revenue for those 21 venues. See First TTR Roundtable Transcript at 51, 70-71 (Joe Mecane, Citadel Securities). This commenter, however, also stated that it did not believe that eliminating the trade-through rule would impact that cost significantly for a variety of reasons, including because firms are already connected to such venues and because firms’ best execution obligations would make it difficult to simply disconnect from a venue to save costs. See id. 141 See, e.g., Robinhood Letter at 5; J. Angel Letter; First TTR Roundtable Transcript at 90 (Julie Andress, Securities Traders Association and KeyBanc Capital Markets) (discussing trade-through compliance). 142 See infra section VI.C.1. One commenter estimated that the fixed costs of connecting to U.S. equity exchanges are 350 percent greater than the average connection costs of the top ten markets that its firm trades in globally. First TTR Roundtable Transcript at 232-33 (Daniel Gerhardstein, FIA Principal Traders Group and Jump Trading Group). Another commenter estimated its costs associated with onboarding new exchanges and connectivity maintenance costs to be $1.5 million for onboarding and $200,000 annually for maintenance. First TTR Roundtable Transcript at 68-69 (Pankil Patel, Bank of America) (stating that, with respect to onboarding a new exchange, the costs for his firm were estimated to be approximately $1.5 million and included not just connectivity and market data, but costs associated with integration into the firm’s ecosystem, such as “third party sourcing, procurement, technology, testing, hardware, CAD integration, [and] billing” and that ongoing maintenance costs were estimated at approximately $200,000 per year, and included continued connectivity costs, maintaining upgrades, and ensuring surveillance systems were up-to-date, among other things). 36 best market for execution of their orders given their investment objectives. Among other things, if the Commission were to rescind Rule 611, market participants would have more flexibility to send their orders to trading centers that have a consistently higher volume of order flow, more reliable speed of execution, or lower adverse selection costs, if they are not constrained by requirements to first route to execute against any protected quotation. Fragmentation may be reduced as broker-dealers concentrate their orders on more liquid trading centers with better execution quality. In turn, trading centers would have more flexibility to innovate and compete for order flow on factors other than price and speed. And rescinding Rule 611 would allow institutional investors more flexibility to route child orders, thereby allowing them to avoid trading at exchanges that may increase their information leakage and reducing slippage. 143 Accordingly, rescinding Rule 611 could lead to reduced exchange fragmentation, enable competition and innovation among trading venues, reduce costs, and remove unnecessary regulatory requirements that may advantage some market participants over others in today’s equity markets. When the Commission adopted Rule 611 and Regulation NMS, one of its goals was to seek the proper balance between competition among markets and competition among orders, and the Commission stated that investors “must be assured that they are participants in a system which maximizes the opportunities for the most willing seller to meet the most willing buyer.” 144 The Commission expressed concern regarding market fragmentation and the absence of 143 See infra section VI.C.1. 144 See NMS Adopting Release at 37499 (quoting H.R. Rep. 94–123, 94th Cong., 1st Sess. 50 (1975)). 37 mechanisms and linkages “designed to assure that public investors are able to obtain the best price for securities regardless of the type or physical location of the market upon which his transaction may be executed.” 145 Following the adoption of Regulation NMS in 2005, including Rule 611 and its trade-through protections, market participants moved quickly towards electronification of trading and invested in intermarket linkages and routing technologies for the equity markets. 146 One commenter stated that Rule 611 “helped spur investment in interlinkages between venues as routing technology was developing, and best execution practices were less sophisticated” and “served almost as ‘training wheels’ for the national market system, providing clear, objective standards for order routing processes.” 147 While it is possible that such changes would have occurred in our equity markets without the intervention of Regulation NMS and some have argued that it would have been preferable to allow the markets to evolve and develop such technology and processes more naturally through competitive forces, 148 the adoption of Rule 611’s requirements and Regulation NMS generally did push the U.S. equity markets toward automation and away from the inefficiencies that existed previously. 149 Currently, the U.S. equity markets are highly automated and interconnected and the Commission’s concern expressed at the time of Regulation NMS’s adoption in 2005 regarding the lack of mechanisms to connect markets is no longer an issue. Today’s market participants have quick, electronic access to the markets and state-of-the-art routing technology is widely available for those 145 See id. at 37499, n.13. 146 See J. Angel Letter at 11-13. 147 Jane Street Letter at 2. 148 See, e.g., Robinhood Letter at 2. See also Chairman Remarks at First TTR Roundtable. 149 See, e.g., First TTR Roundtable Transcript at 62 (Katie Kolchin, SIFMA) (referring to the Intermarket Trading System that previously linked various stock exchanges); O’Brien Letter at 3 and Robinhood Letter at 3 (linking NYSE’s adoption of electronic quoting and trading to the status automated quotations under Rule 611). 38 seeking it. 150 Liquidity providers now routinely provide enhanced execution results that surpass any minimum benefits of Rule 611, such as through price improvement relative to the national best bid and offer and the execution of orders at midpoint prices. 151 The Commission believes that these execution quality benefits are not dependent on Rule 611, but instead are due to the intense competition among liquidity providers and the availability of execution quality benchmarks and data, 152 which will continue even if Rule 611 were to be rescinded. The widely-available and fast routing capabilities and linkages in today’s equity markets contrast with the period before the adoption of Regulation NMS, when exchanges and market participants were not as well connected and many linkages that did exist were relatively slow. 153 Because of the advances in these technologies and the competition among liquidity providers since Regulation NMS’s adoption in 2005, 154 Rule 611 is no longer necessary to address the Commission’s concerns in 2005. As discussed above, while Rule 611 may have served a historical function, it also has resulted in adverse consequences in the equity markets. 155 As technological advancements have changed how the U.S. securities markets operate since the 150 See First TTR Roundtable Transcript at 21-23 (Dan Mathisson, Commission, Division of Trading and Markets, Office of Analytics and Research) (discussing the Division of Trading and Market’s analysis that showed that an overwhelming majority of firms outsource some or all of their routing and fewer than 20 firms directly connect to/trade on every exchange). While fewer than 20 firms have such direct connections, the practical effect of Rule 611 for nearly all trading centers has been that they incur costs for routing capabilities to reach all trading centers with protected quotes, whether directly or indirectly through a connectivity provider. See also supra notes 121 and 139-140 and accompanying text (costs of connecting to trading centers with protected quotes). 151 See Jane Street Letter at 2. 152 See, e.g., Rule 605 of Regulation NMS, 17 CFR 242.605 (requiring certain reporting entities to publicly disclose order execution quality statistics). 153 See NMS Adopting Release at 37538-59 (describing linkages in 2005 for exchange-listed stocks through the Intermarket Trading System, or “ITS”, Plan, with “receiving markets generally having up to 30 seconds to respond”). 154 See, e.g., J. Angel Letter at 12-13; O’Brien Letter at 5; Jane Street Letter at 2; First TTR Roundtable Transcript at 62-64 (Katie Kolchin, SIFMA), at 216, 234 (Mehmet Kinak, T. Rowe Price). 155 See supra section II.B.2. (discussing market structure complexity, exchange proliferation and fragmentation, and costs to market participants). 39 adoption of Regulation NMS, to remain effective, the Commission must continuously monitor the market environment and, as appropriate, adjust and modernize our rules, regulations, and oversight tools and activities. At this point, Rule 611 is unnecessary to the functioning of our equity markets, and the continued maintenance of the rule may inhibit innovation and the development of new technologies, products, and services that could enhance competition in the U.S. equity markets to the benefit of investors. 156 When adopted, Rule 611 was “designed to assure that public investors are able to obtain the best price for securities” given the absence of robust intermarket linkages at the time. 157 The Commission was concerned that investors “often may have difficulty monitoring whether their orders receive the best available prices.” 158 The Commission stated that “furthering the interests of these investors in obtaining best execution on an order-by-order basis is a vitally important objective that warrants adoption of [Rule 611.]” 159 The Commission further stated, in adopting Rule 611, that Rule 611 “will backstop a broker’s duty of best execution on an order-by-order basis by prohibiting the practice of executing orders at inferior prices, absent an applicable exception.” 160 156 See also IntelligentCross Letter at 3 (“The elimination of the trade-through prohibitions would . . . foster a more competitive playing field among lit venues, and more easily facilitate the introduction of innovation to the displayed markets.”); Duoro Labs Paper (describing generally how the crypto market has evolved and innovated in the absence of prescriptive regulatory requirements and stating that, because of prescriptive rules like the trade-through rule, the equity markets “have not embraced mechanisms such as intents-based trading, automated market makers, decentralized price oracles, or atomic cross-domain settlement, which all emerged naturally in crypto”). 157 See NMS Adopting Release at 37499, n.13. 158 Id. at 37511. 159 Id. 160 Id. at 37516. 40 A broker-dealer has a legal duty to seek best execution of customer orders. 161 The duty of best execution predates the Federal securities laws and is derived from an implied representation that a broker-dealer makes to its customers. 162 The duty of best execution is incorporated into SRO rules and, through judicial and Commission decisions, the antifraud provisions of the Federal securities laws. 163 This obligation requires that a “broker-dealer seek to obtain for its customer orders the most favorable terms reasonably available under the circumstances.” 164 In other words, broker-dealers should execute trades “at the best reasonably available price.” 165 And, as the Commission has recognized, price is a critical concern for investors. 166 In addition, the Commission has described a non-exhaustive list of factors that may be relevant to brokerdealers’ best execution analysis. These factors include the size of the order, 167 speed of execution, clearing costs, the trading characteristics of the security involved, the availability of 161 See, e.g., Newton v. Merrill, Lynch, Pierce, Fenner & Smith, Inc., 135 F.3d 266, 269-70, 274 (3d Cir.), cert. denied, 525 U.S. 811 (1998). 162 See id. 135 F.3d at 270. 163 See supra note 73. 164 See id. (noting that a broker-dealer’s duty of best execution requires the execution of customer trades at the best reasonably available price, recognizing several terms in addition to price as relevant to best execution, and stating that a broker-dealer must also take into account order size, trading characteristics of the security, speed of execution, clearing costs, and the cost and difficulty of executing an order in a particular market). See also id. (citing Order Execution Obligations Adopting Release). 165 Reg NMS Adopting Release at 37538. 166 See Securities Exchange Act Release No. 43590 (Nov. 17, 2000), 65 FR 75414, 75418 (Dec. 1, 2000) (“Order Execution and Routing Practice Release”) (“The Commission strongly believes, however, that most investors care a great deal about the quality of prices at which their orders are executed, and that an opportunity for more vigorous competition among market participants to provide the best quality of execution will enhance the efficiency of the national market system.”). 167 It is the Commission’s understanding that when an institutional customer gives a large order to be executed on behalf of one account (e.g., a single mutual fund or pension fund), it expects the broker-dealer that handles and executes such large order to do so in a manner that ensures best execution is provided to the “parent” order. In other words, to the extent that a parent order is split into smaller “child” orders, the institutional customer expects the best execution analysis to evaluate whether the parent order was executed at the most favorable price possible under prevailing market conditions according to customer instructions. See, e.g., Concept Release on Equity Market Structure at 3604-3605 (measuring the transaction costs of institutional investors “can be extremely complex” because their “large orders often are broken up into smaller child orders and executed in a series of transactions” and “[m]etrics that apply to small order executions may miss how well or poorly the large order traded overall.”). 41 accurate information affecting choices as to the most favorable market center for execution and the availability of technological aids to process such information, and the cost and difficulty associated with achieving an execution in a particular market center. 168 FINRA Rule 5310 requires broker-dealers to use reasonable diligence to ascertain the best market for a security such that the price the customer receives is as favorable as possible under the prevailing market conditions. 169 As noted above, to comply with their best execution obligations, firms must consider a number of factors when handling and executing a customer’s order, which should include the best price. 170 When adopting Rule 611, the Commission made clear the duty of best execution requires broker-dealers to “periodically assess the quality of competing markets to assure that order flow is directed to the markets providing the most beneficial terms for their customer orders.” 171 And, broker-dealers “must examine their procedures for seeking to obtain best execution in light of market and technology changes and modify those practices if necessary to enable their customers to obtain the best reasonably available prices.” 172 Rule 611 is no longer needed to backstop a broker’s duty of best execution given the evolution of U.S. equity markets since 2005. Since the adoption of Rule 611, U.S. equity markets have become highly automated and interconnected, and routing technologies have become increasingly sophisticated, resulting in increasingly accessible prices for investors. In addition, 168 See Order Execution and Routing Practice Release at 75418. 169 See supra note 73. 170 See id.; FINRA Rule 5310. Some have been critical of Rule 611 with respect to best execution, because its focus on displayed price did not take into account other factors that may be important to clients. See, e.g., FIA PTG Paper at 2-3. See also Prepared Remarks of Paul S. Atkins at the SEC Investor Advisory Committee, by Paul Atkins (June 10, 2021), available at https://patomak.com/2021/06/10/preparedremarks-of-paul-s-atkins-at-the-sec-investor-advisory-committee-june-10-2021/. 171 Regulation NMS Adopting Release at 37538. 172 Id.; see also Order Execution Obligations Adopting Release at 48322-23. 42 since 2005, retail investor participation in the equity markets has significantly increased, 173 as has investor access to market data and execution quality information. 174 Given the evolution of the U.S. equity markets since 2005 and the widely available access to liquidity, market data, and execution quality information, the concern the Commission had in 2005, that Rule 611 was beneficial as a backstop to best execution because of investors’ difficulty monitoring whether their orders receive the best available prices and the absence of robust intermarket linkages, is no longer applicable. 175 Moreover, a broker’s duty to seek to obtain for its customer orders the most favorable terms reasonably available under the circumstances will continue to apply regardless of whether Rule 611 is rescinded. And a firm’s commercial and competitive incentives should result in the firm routing orders to execute against the best price at an away market when consistent with the duty of best execution (rather than being required to do so by Rule 611). 176 173 See, e.g., Caitlin McCabe, “New Army of Individual Investors Flexes Its Muscle,” The Wall Street Journal (Dec. 30, 2020), available at https://www.wsj.com/articles/new-army-of-individual-investors-flexes-itsmuscle-11609329600. 174 See, e.g., Rule 605 Amendments Adopting Release at section IX.C. (discussing the availability of certain information to, and how that information is used by, various types of market participants); Charles M. Jones, Understanding the Market for U.S. Equity Market Data (Aug.31, 2018), available at https://www.sec.gov/comments/4-729/4729-4545881-176154.pdf at 3-8 (discussing available equity market data products and their uses). See also Robinhood Letter at 7 (stating that “[u]nlike any other moment in history, retail investors today have easy access to tools and platforms, educational resources, real-time market data and investment analytics”). 175 As further discussed in section VI.C.2. infra, retail brokers route most of their customers’ marketable orders to off-exchange wholesalers, who usually internalize the order (i.e., execute the order in a principal capac [Text truncated at 120,000 characters. The full text is on the page linked above.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3Afaee294b51872df8. Public record. Not legal advice.