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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 240

[Release No. 34-105004; File No. S7-2026-08]

RIN 3235-AN36

Publication or Submission of Quotations Without Specified Information

AGENCY: Securities and Exchange Commission.

ACTION: Proposed rule.

SUMMARY: The Securities and Exchange Commission (“Commission”) is proposing

amendments to revise a rule that governs certain information gathering and review requirements

that brokers and dealers must satisfy before initiating (or resuming) any quotation for a security

in a quotation medium other than a national securities exchange. The proposed amendments

would revise the rule to refer to only equity securities.

DATES: Comments should be submitted on or before May 18, 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/s7-202608/publication-or-submission-quotations-without-specified-information); or

•

Send an email to rule-comments@sec.gov. Please include File Number S7-2026-08 on

the subject line.

Paper Comments:

•

Send paper comments to Vanessa A. Countryman, Secretary, Securities and Exchange

Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number S7-2026-08. This file number should be

included on the subject line if email is used. To help the Commission process and review your

comments more efficiently, please use only one method. The Commission will post all comments

on the Commission’s website (https://www.sec.gov/rules-regulations/2026/01/s7-2026-08). All

comments received will be posted without change. Do not include personally identifiable

information in submissions; you should submit only information that you wish to make available

publicly. The Commission 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 such materials will be made available on the Commission’s 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/2026/03/s7-2026-08).

FOR FURTHER INFORMATION CONTACT: James Curley, Special Counsel, Laura Weber,

Branch Chief, Josephine Tao, Assistant Director, Office of Trading Practices, or Carol McGee,

Associate Director, Office of Derivatives Policy and Trading Practices, at (202) 551-5777,

Division of Trading and Markets, Securities and Exchange Commission, 100 F Street NE,

Washington, DC 20549-7010.

SUPPLEMENTARY INFORMATION: The Commission is proposing to amend 17 CFR

240.15c2-11 (“Rule 15c2-11”) under the Securities Exchange Act of 1934 (“Exchange Act”). 1

15 U.S.C. 78a et seq.

TABLE OF CONTENTS

Introduction .......................................................................................................................................... 4

II.

Discussion of the Proposed Rule Amendments.................................................................................... 9

Amendments to Rule 15c2-11.......................................................................................................... 9

Conforming Amendments .............................................................................................................. 17

Specified and Supplemental Information .................................................................................. 17

Exceptions ................................................................................................................................. 19

Record Preservation Requirements ........................................................................................... 22

Technical Amendments .................................................................................................................. 23

III.

General Request for Comment....................................................................................................... 23

IV.

Economic Analysis......................................................................................................................... 26

Baseline.......................................................................................................................................... 28

Regulatory Baseline................................................................................................................... 28

Affected Securities .................................................................................................................... 29

Affected Parties ......................................................................................................................... 30

Benefits and Costs ......................................................................................................................... 32

Affected Brokers, Dealers, QIDQSs, and RNSAs ..................................................................... 32

Affected Issuers ......................................................................................................................... 34

Affected Investors...................................................................................................................... 35

Efficiency, Competition, and Capital Formation ........................................................................... 36

Reasonable Alternative .................................................................................................................. 37

Except Crypto Securities that are Equity Securities .................................................................. 37

Request for Comment .................................................................................................................... 37

Paperwork Reduction Act................................................................................................................... 38

Introduction .................................................................................................................................... 38

Rule 15c2-11 .................................................................................................................................. 39

Collection of Information .............................................................................................................. 40

Respondents ................................................................................................................................... 41

Respondents Related to Rule 15c2-11’s Information Gathering and Review Requirements and

Corresponding Record Preservation Requirements .................................................................. 41

Respondents Related to Rule 15c2-11’s Exceptions and Corresponding Record Preservation

Requirements ............................................................................................................................ 42

Respondents Related to Other Record Preservation Requirements ........................................... 42

Respondents Related to a QIDQS’s or RNSA’s Written Policies and Procedures..................... 43

Use of Information ......................................................................................................................... 43

Collections of Information for Equity Quotations ......................................................................... 44

Burden Estimates Related to Rule 15c2-11(a)(1)(i), (a)(2), (d)(1)(i)(A), and (d)(1)(i)(B)—

Broker or Dealer or QIDQS Information Gathering and Review Requirements and

Corresponding Record Preservation Requirements .................................................................. 46

2. Burden Estimates Related to Rule 15c2-11’s Exceptions and Corresponding Record

Preservation Requirements ................................................................................................................. 48

Burden Estimates Related to Other Record Preservation Requirements ................................... 56

Burden Estimates Related to Rule 15c2-11(a)(3)—QIDQS or RNSA Written Policies and

Procedures for Making Publicly Available Determinations ...................................................... 58

Collection of Information Would Be Mandatory ........................................................................... 59

Confidentiality of Responses to Collection of Information ........................................................... 59

Retention Period for Record Preservation Requirement ................................................................ 60

Request for Comment .................................................................................................................... 60

VI.

Present Values and Annualized Values of Monetized Benefits and Costs ..................................... 62

VII.

Regulatory Flexibility Act Certification ........................................................................................ 65

VIII.

Congressional Review Act ............................................................................................................. 67

IX.

Other Matters ................................................................................................................................. 68

Introduction

Rule 15c2-11 requires that brokers and dealers give some measure of attention to

financial and other information about the issuer of a security before commencing trading in that

security. 2 To that end, Rule 15c2-11 requires, subject to exceptions, 3 a broker or dealer, before

initiating (or resuming) any quotation for a security in a quotation medium, 4 to gather specified

A broader purpose of Rule 15c2-11, however, is to prohibit brokers and dealers from establishing arbitrary

quotations for infrequently traded over-the-counter (“OTC”) securities in the absence of certain

information. See Initiation or Resumption of Quotations Without Specified Information, Exchange Act

Release No. 21470 (Nov. 8, 1984) [49 FR 45117 (Nov. 15, 1984)] (“1984 Release”), 49 FR 45117–18. See

also Initiation or Resumption of Quotations by a Broker or Dealer Who Lacks Certain Information,

Exchange Act Release No. 9310 (Sept. 13, 1971) [36 FR 18641 (Sept. 18, 1971)] (“1971 Release”), 36 FR

18641 (“[B]rokers and dealers should be aware that the submission or publication of a quotation at a price

which does not bear a reasonable relationship to the nature and scope of the issuer’s business or its

financial status or experience, may constitute a part of a fraudulent or manipulative scheme.”).

See 17 CFR 240.15c2-11(f).

See 17 CFR 240.15c2-11(e)(8) (defining the term “quotation medium” to mean any “interdealer quotation

system” or any publication or electronic communications network or other device that is used by brokers or

dealers to make known to others their interest in transactions in any security, including offers to buy or sell

at a stated price or otherwise, or invitations of offers to buy or sell).

information regarding the security and its issuer and, 5 based upon a review of such information,

along with certain supplemental information, 6 to have a reasonable basis under the circumstances

for believing that such information is accurate and is from a reliable source. 7 Alternatively, a

broker or dealer may submit a quotation in a quotation medium that is a qualified interdealer

quotation system (“QIDQS”) 8 that has made a publicly available determination that it has

performed certain information gathering and review requirements, 9 if certain conditions are

met. 10 Rule 15c2-11 also includes certain record preservation requirements. 11

Rule 15c2-11 applies to quotations for securities. 12 However, several exceptions 13 and

exemptions 14 apply to certain broker or dealer activities, including: quotations for securities

admitted to trading on a national securities exchange; 15 quotations that represent a customer’s

unsolicited indication of interest (“unsolicited quotation exception”); 16 quotations published or

submitted in an interdealer quotation system for a security that has been the subject of a bid or

offer quotation in such a system at a specified price, with no more than four business days in

succession without such a quotation (“piggyback exception”); 17 quotations for municipal

See 17 CFR 240.15c2-11(b) (“Rule 15c2-11(b)”).

See 17 CFR 240.15c2-11(c) (“Rule 15c2-11(c)”).

See 17 CFR 240.15c2-11(a) (“Rule 15c2-11(a)”).

See 17 CFR 240.15c2-11(e)(6).

See 17 CFR 240.15c2-11(a)(1)(ii).

See 17 CFR 240.15c2-11(a)(2).

See 17 CFR 240.15c2-11(d) (“Rule 15c2-11(d)”).

See 17 CFR 240.15c2-11(a).

See 17 CFR 240.15c2-11(f) (“Rule 15c2-11(f)”).

See infra notes 22–24.

See 17 CFR 240.15c2-11(f)(1).

See 17 CFR 240.15c2-11(f)(2).

See 17 CFR 240.15c2-11(f)(3).

securities; 18 quotations for securities that meet certain average daily trading volume (“ADTV”)

value and total asset and shareholder equity criteria (“ADTV and asset test exception”); 19

quotations for a security by a broker or dealer that is named as an underwriter in a registration

statement or offering statement for that class of security (“underwritten offering exception”); 20

and quotations that rely on a publicly available determination by a QIDQS or registered national

securities association (“RNSA”) that the requirements of certain of these exceptions are met. 21

Rule 15c2-11 does not apply to certain exempted securities, 22 including, among others, certain

government securities, such as securities which are direct obligations of, or obligations

guaranteed as to principal or interest by, the United States. 23 Additionally, in 2023, the

Commission provided an exemption from Rule 15c2-11 for fixed-income securities that are sold

in compliance with the safe harbor in 17 CFR 230.144A (“Rule 144A”) under the Securities Act

of 1933 (“Securities Act”). 24

Adopted in 1971, Rule 15c2-11 was designed to prevent certain manipulative and

fraudulent trading schemes that had arisen in connection with the distribution and trading of

See 17 CFR 240.15c2-11(f)(4). See also infra note 23.

See 17 CFR 240.15c2-11(f)(5).

See 17 CFR 240.15c2-11(f)(6).

See 17 CFR 240.15c2-11(f)(7).

See 15 U.S.C. 78o(c)(2)(A) (removing certain exempted securities from the scope of Rule 15c2-11).

See 15 U.S.C. 78c(a)(12). Municipal securities are not deemed to be “exempted securities” for the purposes

of section 15 (or section 17A) of the Exchange Act. See 15 U.S.C. 78c(a)(12)(B)(ii); Pub. L. No. 94-29 sec.

3(3), 89 Stat. 97, 97–98 (1975). However, in 1976, the Commission adopted an exception from Rule 15c211 for municipal securities. See Regulation of Municipal Securities Professionals and Transactions in

Municipal Securities, Exchange Act Release No. 12468 (May 20, 1976) [41 FR 22820 (June 7, 1976)].

Although municipal securities have been excepted from Rule 15c2-11 since 1976, a robust municipal

securities disclosure regime has developed since the Commission’s adoption of Exchange Act Rule 15c212 in 1989. See 17 CFR 240.15c2-12.

See Order Granting Broker-Dealers Exemptive Relief, Pursuant to Section 36(a) and Rule 15c2-11(g) under

the Securities Exchange Act of 1934, from Rule 15c2-11 for Fixed-Income Securities Sold in Compliance

with the Safe Harbor of Rule 144A under the Securities Act of 1933, Exchange Act Release No. 98819

(Oct. 30, 2023) [88 FR 75343 (Nov. 2, 2023)] (“144A Exemptive Release”).

unregistered securities issued by shell corporations or other companies having outstanding but

infrequently traded securities. 25 In 2020, to provide greater transparency of information and to

allow investors to effectively analyze the market for quoted OTC securities, the rule was

amended to require that specified information be current and publicly available for brokers and

dealers to publish a quotation for, or maintain a continuous quoted market in, a security in a

quotation medium. 26 Following the adoption of the 2020 amendments to Rule 15c2-11, 27

numerous industry participants stated that they never understood Rule 15c2-11 to apply to nonequity securities and expressed concerns with the potential burdens of applying the amended rule

to fixed-income securities. 28 In September 2021, the Commission approved amendments to

FINRA’s rule implementing the 2020 amendments to Rule 15c2-11. 29 FINRA has always

See 1971 Release, 36 FR 18641 (“fraudulent and manipulative potential . . . exists when a broker or dealer

submits quotations concerning any infrequently traded security in the absence of certain information”);

Initiation or Resumption of Quotations Without Specified Information, Exchange Act Release No. 19673

(Apr. 14, 1983) [48 FR 17111 (Apr. 21, 1983)] (“1983 Release”), 48 FR 17112.

See Exchange Act Release No. 89891 (Sept. 16, 2020) [85 FR 68124 (Oct. 27, 2020)] (“2020 Release”), 85

FR 68140.

See supra note 26.

See generally Letter from Christopher B. Killian, Managing Director, Securities Industry and Financial

Markets Assoc. (“SIFMA”) and Lindsey Weber Keljo, Managing Director, Securities Industry and

Financial Markets Assoc. – Asset Management Group (“SIFMA AMG”) (Mar. 2, 2026) (“SIFMA Letter”);

Letter from Paul Cellupica, General Counsel, Investment Company Institute (“ICI”) and Lindsey Weber

Keljo, Managing Director, SIFMA AMG (Nov. 21, 2024) (“ICI Letter”), available at

https://www.ici.org/system/files/2024-11/24-cl-joint-rule-15c2-11-extension.pdf; Letter from Kristi Leo,

President, Structured Finance Assoc. (“SFA”) (Dec. 9, 2021) (“SFA Letter”), available at

https://structuredfinance.org/wp-content/uploads/2021/12/SFA_15c2-11_vf_website-1.pdf; Group Letter

from Lindsey Weber Keljo, Managing Director, SIFMA AMG, et al. (Sept. 23, 2021) (“SIFMA AMG

Group Letter”), available at https://www.sifma.org/wp-content/uploads/2021/09/Investor-15c2-11-letterfinal-2021-09-23.pdf; Letter from Christopher B. Killian, Managing Director, SIFMA and Michael Decker,

Senior Vice President, Bond Dealers of America (“BDA”) (Aug. 26, 2021) (“BDA Letter”), available at

https://www.sifma.org/wp-content/uploads/2021/09/SIFMA-BDA-Exemptive-Request-FI-2021-08-26.pdf

(in part discussing that “the fixed income markets are different from the equity markets due to the variety

of types of securities, the large number of fixed income securities, the lack of exchange trading, and the

infrequency of trading of particular fixed income securities, among other things.”).

See Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Order Granting

Approval of a Proposed Rule Change Relating to Members’ Filing Requirements Under FINRA Rule 6432

(Compliance With the Information Requirements of SEA Rule 15c2-11), Exchange Act Release No. 92932

(Sept. 10, 2021) [86 FR 51700 (Sept. 16, 2021)] (“Rule 6432 Order”).

structured its rule to apply to only equity securities that are not traded on a national securities

exchange. 30 After industry participants shared their concerns regarding Rule 15c2-11’s

application, the Commission provided exemptive relief and the staff issued a no-action letter

addressing the vast majority of fixed-income securities. 31

As discussed below in Part II, consistent with the Commission’s provision of exemptive

relief and the staff’s issuance of a no-action letter for certain fixed-income securities, 32 as well as

with other Commission proposals identifying certain non-equity securities as not requiring Rule

15c2-11’s protections, 33 the Commission is proposing amendments to Rule 15c2-11 to replace

the terms “security” and “securities” with the terms “equity security” or “equity securities.”

Under the proposal, “equity security” (or “equity securities”) would be as defined in 17 CFR

240.3a11-1” (“Rule 3a11-1”).

See Rule 6432 Order, 49 FR 51701 n.10. See also Letter from Daniel Zinn, General Counsel, and Cass

Sanford, Associate General Counsel, OTC Markets Group Inc., (July 6, 2021) (supporting the application

of the proposed rule changes to the OTC equities market), available at https://www.sec.gov/comments/srfinra-2021-014/srfinra2021014-9038478-246207.pdf.

See 144A Exemptive Release. In addition, in 2024, the Division of Trading and Markets issued a no-action

letter that addresses certain other fixed-income securities. See Letter from Josephine J. Tao, Assistant

Director, Division of Trading and Markets, SEC, to Racquel Russell, Senior Vice President and Director of

Capital Markets Policy, Office of the General Counsel, Financial Industry Regulatory Authority, Inc.

(“FINRA”) (Nov. 22, 2024) (“2024 No-Action Letter”), available at

https://www.sec.gov/files/investment/no-action/fixed-income-rule-15c2-11-no-action-letter-finra112224.pdf. Staff no-action letters and other staff documents (including those cited herein) represent the

views of Commission staff and are not a rule, regulation, or statement of the Commission. The Commission

has neither approved nor disapproved the content of these documents and, like all staff statements, they

have no legal force or effect, do not alter or amend applicable law, and create no new or additional

obligations for any person.

See 144A Exemptive Release; 2024 No-Action Letter.

See Publication or Submission of Quotations Without Specified Information, Exchange Act Release No.

39670 (Feb. 17, 1998) [63 FR 9661 (Feb. 25, 1998)] (“1998 Release”), 63 FR 9669 (stating that “[d]ebt

securities frequently are held by institutional investors, and it does not appear that they have been the

subject of the abuses that [Rule 15c2-11] is intended to address”); Publication or Submission of Quotations

Without Specified Information, Exchange Act Release No. 41110 (Feb. 25, 1999) [64 FR 11124 (Mar. 8,

1999)] (“1999 Release”), 64 FR 11128–30 (stating that “applying [Rule 15c2-11] to . . . certain fixedincome debt securities is not directly related to microcap fraud concerns” and “proposing to exclude [from

Rule 15c2-11] debt securities, non-participatory preferred stock, and investment grade asset-backed

securities”); 2019 Release, 84 FR 58230, 58239.

II.

Discussion of the Proposed Rule Amendments

A. Amendments to Rule 15c2-11

The proposed amendments would replace the terms “security” and “securities” in Rule

15c2-11 with the terms “equity security” or “equity securities,” as defined in Rule 3a11-1, 34 but

would not otherwise change the substantive information gathering and review requirements

under existing Rule 15c2-11(a) that brokers and dealers must satisfy before initiating (or

resuming) any quotation for equity securities in a quotation medium.

Exchange Act Rule 3a11-1 includes a broad range of equity interests 35 and provides more

specificity than 15 U.S.C. 78c(a)(11) (“section 3(a)(11)”), which also defines the term “equity

security.” 36 Leveraging the definition in Rule 3a11-1 should provide more clarity with respect to

which securities are subject to the rule than referencing the statutory definition. In addition, Rule

3a11-1 provides a definition that should be familiar to issuers who are tracking their obligations

under Exchange Act section 12(g). Accordingly, the Commission is proposing to amend

paragraph (a)(1) of Rule 15c2-11 by replacing the word “security” with “an equity security as

defined in § 240.3a11-1 of this chapter.” 37

Rule 3a11-1 defines “equity security” as “any stock or similar security, certificate of interest or

participation in any profit sharing agreement, preorganization certificate or subscription, transferable share,

voting trust certificate or certificate of deposit for an equity security, limited partnership interest, interest in

a joint venture, or certificate of interest in a business trust; any security future on any such security; or any

security convertible, with or without consideration into such a security, or carrying any warrant or right to

subscribe to or purchase such a security; or any such warrant or right; or any put, call, straddle, or other

option or privilege of buying such a security from or selling such a security to another without being bound

to do so.” See 17 CFR 240.3a11-1.

See Equity Securities; Exemptions from Registration, Exchange Act Release No. 7581 (Apr. 23, 1965) [30

FR 6114 (Apr. 30, 1965)] 30 FR 6114–15.

Exchange Act section 3(a)(11) defines the term “equity security” to mean “any stock or similar security; or

any security future on any such security; or any security convertible, with or without consideration, into

such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such

warrant or right; or any other security which the Commission shall deem to be of similar nature and

consider necessary or appropriate, by such rules and regulations as it may prescribe in the public interest or

for the protection of investors, to treat as an equity security.”

See infra Part IX including proposed amended Rule 15c2-11(a)(1).

As discussed below, Rule 3a11-1 defines the term “equity security” as used in Exchange

Act section 12(g), 38 which is one of the triggers of the information requirements specified in

Rule 15c2-11(b). 39 Accordingly, under the proposal, Rule 15c2-11 would continue to apply to

brokers and dealers initiating (or resuming) quotations in a quotation medium for any equity

security as defined in Rule 3a11-1. 40 The Commission is also proposing conforming amendments

to other provisions of the rule, such as the specified and supplemental information in Rule 15c211(b) and Rule 15c2-11(c), respectively, that must be reviewed, as well as to the rule’s record

preservation requirements and exceptions in Rule 15c2-11(d) and Rule 15c2-11(f), respectively,

to specify that only equity securities would be subject to these provisions. The Commission is

also proposing non-substantive, grammatical corrections to three provisions of the rule.

Regarding the proposed amendments’ application to crypto assets, 41 to the extent a crypto

asset is an equity security, as defined in Rule 3a11-1, Rule 15c2-11 would apply to brokers and

dealers initiating (or resuming) quotations for those crypto assets in a quotation medium.

By proposing to revise Rule 15c2-11 to refer to only equity securities, the Commission

does not intend to, and the proposed rule would not, excuse brokers and dealers from their duty

to comply with applicable registration 42 and antifraud provisions of the Federal securities laws

See supra note 35.

See 17 CFR 240.15c2-11(b)(3), (b)(4).

17 CFR 240.3a11-1. The other provisions of Rule 15c2-11 would continue to apply, including the

exceptions in paragraph (f).

A “crypto asset” is any digital representation of value that is recorded on a cryptographically secured

distributed ledger. The foregoing definition of “crypto asset” is identical to the definition of “Digital Asset”

in section 2(6) of the Guiding and Establishing National Innovation for U.S. Stablecoins Act, Pub. L. No.

119-27, 139 Stat. 419 (2025).

For example, Rule 15c2-11 has no bearing on whether brokers or dealers may rely on the section 4(a)(3) or

4(a)(4) exemptions from registration under the Securities Act.

and Commission rules, including their duty to make reasonable inquiry with respect to nonequity securities. 43

The Commission proposes a compliance date for the proposed amendments that is the

same as the effective date, and an effective date that is 60 days after publication of the proposed

amendments in the Federal Register. This approach would limit the amount of time before the

applicability of Rule 15c2-11’s proposed revision to refer to only equity securities, as defined in

Rule 3a11-1.

In proposing to revise Rule 15c2-11 to refer to only equity securities, the Commission

recognizes that the regulatory concerns that prompted the Commission’s adoption of and

subsequent amendments to Rule 15c2-11 were manipulative schemes observed in the OTC

equity markets, particularly for the shares of issuers with little or no business activity or assets. 44

The Commission stated when adopting Rule 15c2-11 in 1971 that “these concerns exist when a

broker or dealer submits quotations concerning any infrequently traded security in the absence of

certain information.” 45 Therefore, the rule was designed to prevent brokers and dealers from

initiating market making activities that were critical to the success of certain manipulative and

fraudulent trading schemes with a focus on the OTC equity markets. 46

The Commission also previously explored whether to explicitly except non-equity

See, e.g., 1971 Release, 36 FR 18641. See also 1999 Release, 64 FR 11147.

See Spin Offs and Shell Corporations, Exchange Act Release No. 8638 (July 2, 1969) [34 FR 11581 (July

15, 1969)]. See also 1983 Release, 48 FR 17111–12; Initiation or Resumption of Quotations Without

Specified Information, Exchange Act Release No. 27247 (Sept. 14, 1989) [54 FR 39194 (Sept. 25, 1989)]

(“1989 Release”), 54 FR 39195; Initiation or Resumption of Quotations Without Specified Information,

Exchange Act Release No. 29094 (Apr. 17, 1991) [56 FR 19148 (Apr. 25, 1991)] (“1991 Release”), 56 FR

19159; 1999 Release, 64 FR 11148, 11150; Publication or Submission of Quotations Without Specified

Information, Exchange Act Release No. 87115 (Sept. 25, 2019) [84 FR 58206 (Oct. 30, 2019)] (“2019

Release”), 84 FR 58219.

1971 Release, 36 FR 18641.

See 1971 Release, 36 FR 18641; 1983 Release, 48 FR 17112.

securities, particularly fixed-income securities, from the rule. For instance, in requesting

comment in the 1999 Release as to whether to except fixed-income securities from the rule, the

Commission stated that the type of issuer information required by Rule 15c2-11 is much less

relevant to the pricing and trading of fixed-income securities. 47 In that proposal, the Commission

also stated that fraud and manipulation in microcap securities has not been evident in the fixedincome market, and that non-convertible debt securities and investment grade asset-backed

securities generally trade at prices and in denominations that make them less likely targets for

manipulation. 48 Many commenters to the 1998 Release concurred, and asked that amendments

be crafted to cover only those equity securities most likely to be prone to abusive activities. 49

In 2020, the Commission amended Rule 15c2-11 to require that certain information about

a security be current and publicly available for a broker or dealer to initiate (or resume) a

quotation for it. 50 In doing so, the Commission stated that it was seeking to further protect retail

investors from fraud and manipulation in the OTC market. 51 While these amendments were

intended to enhance protections for retail investors in equity securities, 52 such as by requiring

that the information be both current and publicly available, they created potential operational and

liquidity difficulties with regard to non-equity securities, for which the applicable information

was less likely to be current and publicly available. 53

See 1999 Release, 64 FR 11130.

See 1999 Release, 64 FR 11128. The Commission did not act on the proposal.

See 2020 Release.

See 2020 Release, 85 FR 68128.

See 2020 Release, 85 FR 68125.

See, e.g., SIFMA AMG Group Letter, at 7 (addressing fixed-income securities); SFA Letter, at 4–5

(addressing asset-backed securities).

In 2023, the Commission issued exemptive relief for fixed-income securities sold in

reliance on Rule 144A 54 because issuers of such securities must provide information to investors

(including potential investors) upon request, and such investors—who must be qualified

institutional buyers—would be able to use the provided information to make better informed

investment decisions and assess potential risks in investing in the securities. 55 Market

participants stated that, without relief, the amended rule would undermine its intended purpose

because issuers of such securities would reduce information flow and possibly go dark because

making such information available to the general public, rather than to only persons who are

qualified to invest in such securities would, among other things, reveal confidential

information. 56

In 2024, the staff issued a no-action letter that addressed numerous categories of fixedincome securities. 57 The staff issued this letter in response to various concerns by market

participants including that, unlike the equity markets, there is no infrastructure where the rule’s

required current information for fixed-income securities is consolidated and publicly available. 58

Information on OTC equity securities has been available and consolidated on various sources,

such as OTC Markets and Bloomberg, for some time. Information on non-equity securities is not

17 CFR 230.144A. See also No. 33–6862 (Apr. 23, 1990), 55 FR 17933, 17939 n.55 (Apr. 30, 1990)

(“Rule 144A Adopting Release”) (noting the applicability of Rule 15c2-11 to Rule 144A offerings).

See 144A Exemptive Release.

See, e.g., Letter from Andrew Pincus, Petition for Rulemaking and Application for Exemption from Rule

15c2-11 (Nov. 22, 2022), available at https://www.sec.gov/files/rules/petitions/2022/petamend-rule15c211-4795.pdf.

See 2024 No-Action Letter. Although the Commission’s exemptive relief and the staff’s no-action letter

address the vast majority of fixed-income securities, they do not encompass all non-equity securities. The

2024 No-Action Letter superseded staff no-action letters that were issued starting in 2021.

See SIFMA AMG Group Letter, at 6 (stating that for fixed-income securities “there is currently no

infrastructure for compliance with the Rule”); SFA Letter, at 2 (stating that “Rule 15c2-11 information is

not materially relevant to ABS and therefore such information is not available”); BDA Letter, at 4 (stating

that “accurate volume data is not available [for fixed-income securities]”).

similarly consolidated and thus often not publicly available or easily accessible, 59 creating

burdens on brokers and dealers to ensure that current Rule 15c2-11 information remains publicly

available before initiating or resuming quotations—a requirement that did not exist prior to

2020. 60 Similar to the reasons behind the Commission’s exemption for fixed-income securities

sold under Rule 144A, investors in the securities covered by the no-action letter are often

sophisticated or qualified investors. 61

Further, many exceptions from Rule 15c2-11 available to equity securities traded on OTC

markets are not typically available to non-equity securities. 62 As the Commission has previously

stated, such exceptions help reduce unnecessary burdens on brokers and dealers and enhance the

efficiency of the OTC market. 63 For instance, Rule 15c2-11 includes an exception for securities

listed on national securities exchanges if certain conditions are met, but few fixed-income

securities are listed on a national securities exchange. 64 In addition, the exceptions that rely on

the worldwide ADTV value, 65 or those premised on the frequency of quotations, 66 would not

See, e.g., SIFMA Letter, at 6 (stating that “there is a party (a qualified interdealer quotation system, or

QIDQS) in the OTC equity markets that makes determinations of public availability of information upon

which dealers may rely for Rule 15c2-11 compliance. Since 2021, no vendors, SROs, bond exchanges or

ATSs have stepped forward to take this role in the fixed-income [markets]”); supra note 58.

See, e.g., The Detriment of Rule 15c2-11’s Application to Fixed Income Markets, Joe Corcoran, SIFMA

(Sept. 12, 2022), available at https://www.sifma.org/news/blog/the-detriment-of-rule-15c2-11s-applicationto-fixed-income-markets-the-consequences-of-unilateral-rulemaking-without-public-comment.

See ICI Letter, at 3 (“in the fixed income market . . . traders are overwhelmingly institutional investors”);

SFA Letter, at 3 (“Unlike the equity markets which include substantial retail investment, the fixed income

markets are largely institutional.”).

See SIFMA AMG Group Letter, at 7 (requesting that the Commission “revise the Rule in a manner that is

consistent with the structure of the [fixed-income] markets, with workable provisions and exceptions”).

See 2020 Release, 85 FR 68140.

See 17 CFR 240.15c2-11(f)(1). 15 U.S.C. 78l(g) (“section 12(g)”) of the Exchange Act applies to equity

securities, making it more likely that current and publicly available information is readily available to

brokers and dealers for review. See infra note 69.

See 17 CFR 240.15c2-11(f)(5).

See 17 CFR 240.15c2-11(f)(3).

typically be available to non-equity securities because accurate volume data is often not available

and such securities can be infrequently traded or quoted. The result is a more burdensome rule

for non-equity securities.

Finally, the types of information required by the rule can be burdensome to locate or may

be nonexistent for non-equity securities. As noted above, Rule 3a11-1 defines the term “equity

security” as used in Exchange Act section 12(g), 67 which only applies to equity securities, 68 and

registration pursuant to section 12(g) is one of the triggers for many of the information

requirements specified in Rule 15c2-11(b). 69 Therefore, paragraph (b) information is more likely

to be readily available to brokers and dealers with respect to equity securities than it is for nonequity securities, given the affirmative registration requirements imposed on certain issuers of

equity securities, but not non-equity securities, by section 12(g). Section 12(g)(1) of the

Exchange Act and 17 CFR 240.12g-1 (“Rule 12g-1”) promulgated thereunder generally require

an issuer to register a class of equity securities if the issuer of the securities, at the end of its

fiscal year, has more than $10,000,000 in total assets and a class of equity securities held of

record by either 2,000 persons or 500 persons who are not accredited investors. 70 Every issuer of

a class of equity securities registered pursuant to section 12(g) is required to file with the

Commission periodic and current reports pursuant to section 13(a) of the Exchange Act, which

See supra note 35.

See 15 U.S.C. 78l(g)(1)(A).

See 17 CFR 240.15c2-11(b)(3), (b)(4). Although issuers of non-equity securities would incur reporting

obligations under 15 U.S.C. 78m(a) (“section 13(a)”) or 15 U.S.C. 78o(d) (“section 15(d)”) of the

Exchange Act to the extent they choose to list a class of non-equity securities on a national securities

exchange or conduct a registered offering of non-equity securities, section 12(g) does not apply to nonequity securities and there is no comparable provision that mandates registration of a class of non-exchange

traded non-equity securities under the Exchange Act.

See 15 U.S.C. 78l(g)(1); 17 CFR 240.12g-1.

would help to satisfy the paragraph (b)(3) information requirements. 71 In addition, market

participants have expressed concerns that, with respect to issuers of fixed-income or other nonequity securities that have not incurred a reporting obligation under the Exchange Act and have

not filed a registration or offering statement with respect to the non-equity securities, the “catchall” information specified in Rule 15c2-11(b)(5) often is not current or publicly available. 72

For the reasons discussed above, the Commission is proposing amendments to revise the

rule to refer to only equity securities.

Request for Comments

The Commission generally requests comment from the public on this aspect of the

proposal. More specific requests for comment are set forth below. As much as possible,

commenters are requested to provide empirical data in support of any arguments or analyses and

to offer explanations for their views.

Q1.

The Commission is proposing to use the equity security definition in Rule 3a11-1.

Does this definition provide adequate specificity to market participants as to Rule

15c2-11’s scope? If not, what other amendment(s) to Rule 15c2-11 would be

required to provide such specificity?

Q2.

Is there another or alternative equity security definition that is more appropriate

(than the definition in Rule 3a11-1) to be referenced in Rule 15c2-11? Please

explain.

Q3.

Should a definition of equity security be added to paragraph (e) of Rule 15c2-11?

See 17 CFR 240.15c2-11(b)(3).

See, e.g., ICI Letter, at 3; SFA Letter, at 4.

Q4.

If the Commission adds a definition of equity security to Rule 15c2-11, should the

definition incorporate all of Rule 3a11-1’s elements or only a subset of the

different types of equity securities listed under Rule 3a11-1? For example, should

the definition exclude security futures, which are required to be traded on a

national securities exchange pursuant to 15 U.S.C. 78f(h)(1) (section 6(h)(1)) of

the Exchange Act, or puts, calls, options or privileges? 73 Please explain.

B. Conforming Amendments

The Commission is proposing conforming amendments throughout Rule 15c2-11 in light

of its proposal to revise Rule 15c2-11 to refer to only equity securities, as defined in Rule 3a11-1.

1. Specified and Supplemental Information

Under the proposed amendments, documents and information concerning only equity

securities would need to be gathered and reviewed in satisfying Rule 15c2-11’s information

gathering and review requirements, except with regard to the existing requirement in paragraph

(c)(2) concerning any trading suspension order, issued by the Commission within a certain

timeframe, regarding “any securities” of the security’s issuer or its predecessor. 74 The documents

and information that are required to be gathered and reviewed are specified, (1) with regard to

issuers and their securities, in paragraph (b) of Rule 15c2-11 (“paragraph (b) information”) and,

See, e.g., Letter from Karl Trinko (Mar. 3, 2026), available at https://www.sec.gov/files/rules/petitions/

2026/petn4-888.pdf (discussing the securities of certain royalty trusts).

Reviewing the information in trading suspension orders, regardless of the type or class of securities to

which the suspension applies, is important because it can apprise brokers and dealers of questions the

Commission has raised regarding the issuer or its securities that should be considered when they determine

to publish quotations. See 1991 Release, 56 FR 19154. Limiting the required review of trading suspension

orders to only equity securities could prevent brokers and dealers from being alerted to the possibility that

information in their possession concerning the issuer may no longer be accurate. See 1991 Release, 56 FR

19153. See also 1989 Release, 54 FR 39196 (stating that “it is essential that a broker-dealer considering

submitting quotations for a security be alert to unusual circumstances that may be present, such as the

issuance of a trading suspension”).

(2) with regard to certain supplemental information, in paragraph (c) of Rule 15c2-11

(“supplemental information”). 75

Paragraph (b) information generally references certain types of Commission filings (e.g.,

prospectus, offering circular, annual report or statement, or periodic or current report) 76 or other

documents and information, 77 depending on the regulatory status of the issuer of the security that

is the subject of a broker’s, dealer’s, or QIDQS’s review. Certain paragraph (b) information

currently includes the term “security.” The proposal, therefore, includes conforming amendments

to paragraph (b) to specify that documents and information regarding only equity securities must

be gathered and reviewed. The Commission is proposing to replace the term “security” with the

defined term “equity security” in the following paragraphs of Rule 15c2-11: paragraph (b)(3)(v),

with respect to an annual statement referred to in section 12(g)(2)(G)(i) of the Exchange Act;

paragraph (b)(4), with respect to a copy of the information that must be published for a foreign

private issuer to meet the exemption from having to register a class of securities under section

12(g) of the Exchange Act; and paragraphs (b)(5)(i)(D), (b)(5)(i)(E), (b)(5)(i)(F), (b)(5)(i)(P),

and (b)(5)(ii), with respect to information regarding an issuer that generally is not subject to

statute- or rule-based disclosure and reporting requirements under the Federal securities laws. 78

Additionally, the Commission is proposing to add the word “equity” in front of the word

“security” in the introductory paragraph of Rule 15c2-11(c). These conforming amendments are

being proposed only for the purpose of specifying Rule 15c2-11’s scope and do not change the

See 17 CFR 240.15c2-11(a)(1)(i)(C), (a)(2)(iii).

See 17 CFR 240.15c2-11(b)(1) through (3).

See 17 CFR 240.15c2-11(b)(4), (b)(5).

The Commission is also proposing a non-substantive, grammatical amendment to change the word “a,”

which precedes the word “security” in the existing rule, to “an,” which would precede the words “equity

security” in paragraph (b)(3)(v).

requirements or prohibitions of any other Exchange Act sections or rules referenced in Rule

15c2-11.

Request for Comments

The Commission generally requests comment from the public on this aspect of the

proposal. More specific requests for comment are set forth below. As much as possible,

commenters are requested to provide empirical data in support of any arguments or analyses and

to offer explanations for their views.

Q5.

In satisfying Rule 15c2-11’s information gathering and review requirements

concerning any security, a broker, dealer, or QIDQS currently must, under

paragraph (c)(2), gather and review (if any) a copy of any trading suspension

order, issued by the Commission within a certain timeframe, regarding “any

securities” of the security’s issuer or its predecessor. 79 If the Commission were to

adopt the proposal to revise Rule 15c2-11 to refer to only equity securities, should

the supplemental information in paragraph (c)(2) also be revised to specify “any

equity securities” of the issuer or its predecessor? Would it raise any investor

protection concerns if trading suspension orders for only equity securities were

required to be reviewed for purposes of satisfying Rule 15c2-11’s information

gathering and review requirements? Please explain.

2. Exceptions

In light of the Commission’s proposal to revise Rule 15c2-11 to refer to only equity

securities, the Commission is proposing conforming amendments to specify that Rule 15c2-11’s

conditional exceptions in paragraph (f) would cover quotations for only equity securities. Certain

See supra note 74.

of these exceptions currently include the word “security.” The Commission is therefore

proposing to add the word “equity” in front of the word “security” in the following paragraphs of

Rule 15c2-11: paragraph (f)(1), with respect to quotations for securities traded on a national

securities exchange; paragraphs (f)(3)(i)(A), (f)(3)(i)(B), (f)(3)(i)(B)(2), (f)(3)(i)(C), and

(f)(3)(ii), with respect to the “piggyback” exception for regular and frequent priced quotations;

paragraphs (f)(5)(i) and (f)(5)(ii), with respect to quotations for securities that meet a specified

ADTV value and asset test; and paragraph (f)(6), with respect to quotations for securities issued

in underwritten offerings. 80 Rule 15c2-11’s other exceptions—in paragraph (f)(2), concerning

quotations representing a customer’s unsolicited indication of interest, 81 and in paragraph (f)(7),

concerning quotations published in reliance on a publicly available determination from a QIDQS

or RNSA that the conditions of certain rule exceptions are met 82—do not include the word

“security” but, under the proposal, similarly would cover quotations for only equity securities.

Additionally, the Commission is proposing to remove Rule 15c2-11’s existing exception

for municipal securities, in paragraph (f)(4), because this exception is expected to no longer be

The Commission is also proposing non-substantive, grammatical amendments to change the word “a,”

which precedes the word “security” in the existing rule, to “an,” which would precede the words “equity

security” in certain of these paragraphs: (f)(1), (f)(3)(i)(A), (f)(3)(i)(C), (f)(5)(i), and (f)(6).

Brokers and dealers are reminded that the exception in paragraph (f)(2) is available only for quotations

representing an unsolicited indication of interest from a customer (other than a person acting as or for a

dealer). The exception would not apply to a broker’s or dealer’s proprietary order that is routed by or

through another broker or dealer because a broker’s or dealer’s proprietary order does not originate with a

customer. See 1984 Release, 49 FR 45119–20 n.13.

A broker or dealer may publish quotations in reliance on a QIDQS’s or RNSA’s publicly available

determination that the conditions of any of the following Rule 15c2-11 exceptions are met: (f)(1), (f)(3)(i),

or (f)(4) or (5). See 17 CFR 240.15c2-11(f)(7). A QIDQS or RNSA can also make a publicly available

determination that paragraph (b) information is current and publicly available for purposes of satisfying the

conditions in paragraph (f)(2)(iii)(B) or paragraph (f)(3)(ii)(A). A QIDQS or RNSA that makes any such

publicly available determination must establish, maintain, and enforce certain reasonably designed written

policies and procedures. See 17 CFR 240.15c2-11(a)(3). Although paragraph (a)(3) of Rule 15c2-11 does

not include the word “security,” under the proposal, its requirements would be applied with respect to

making any publicly available determination (described in paragraph (f)(2)(iii)(B), paragraph (f)(3)(ii)(A),

or paragraph (f)(7)) concerning an equity security.

needed if Rule 15c2-11 referred to only equity securities. 83 The Commission similarly is

proposing a conforming amendment in paragraph (f)(7) (quotations published in reliance on a

publicly available determination from a QIDQS or RNSA that the conditions of certain rule

exceptions are met) to remove the existing reference to the municipal securities exception in

paragraph (f)(4) because the municipal securities exception would be removed from Rule 15c211.

Request for Comments

The Commission generally requests comment from the public on this aspect of the

proposal. More specific requests for comment are set forth below. As much as possible,

commenters are requested to provide empirical data in support of any arguments or analyses and

to offer explanations for their views.

Q6.

Should Rule 15c2-11 continue to include an exception for municipal securities, in

paragraph (f)(4), if Rule 15c2-11 were revised to refer to only equity securities?

What would be the purpose or advantage of preserving such an exception if Rule

15c2-11 referred to only equity securities? Do commenters know of, or anticipate

the possibility of, any municipal securities being structured in a way that meets

the definition of the term “equity security,” as defined in Rule 3a11-1?

In addition, although municipal securities have been excepted from Rule 15c2-11 since 1976, a robust

municipal securities disclosure regime has developed since the Commission’s adoption of Exchange Act

Rule 15c2-12 in 1989. See 17 CFR 240.15c2-12 (adopted “[a]s a means reasonably designed to prevent

fraudulent, deceptive, or manipulative acts or practices”). Furthermore, the MSRB requires brokers,

dealers, and municipal securities dealers to make separate time of trade disclosures that protect individual

investors in the municipal securities market. See MSRB Rule G-47 (requiring brokers, dealers, and

municipal securities dealers to disclose to customers at or prior to the time of trade all material information

known or available publicly through established industry sources).

3. Record Preservation Requirements

Paragraph (d) of Rule 15c2-11 sets forth requirements for any broker, dealer, QIDQS, or

RNSA to preserve records that support, as applicable, their satisfaction of the information

gathering and review requirements, reliance on certain Rule 15c2-11 exceptions, a publicly

available determination made pursuant to paragraph (a)(2)(iv) or paragraph (a)(3), or reliance on

any such publicly available determination. 84 In light of the proposal to revise Rule 15c2-11 to

refer to only equity securities, the Commission is proposing conforming amendments to specify

the scope of Rule 15c2-11’s record preservation requirements, some of which currently include

the word “security.” The Commission is therefore proposing to add the word “equity” in front of

the word “security” in paragraphs (d)(1)(i)(A) and (d)(1)(i)(B) of Rule 15c2-11, which pertain to

supporting documents and information for the information gathering and review requirements. 85

Rule 15c2-11’s other record preservation requirements 86 currently do not include the word

“security” but, under the proposal, similarly would be applied only with respect to brokers’ or

dealers’ quotations for equity securities or any QIDQS’s or RNSA’s publicly available

determinations regarding equity securities.

Additionally, the Commission is proposing to amend the existing record preservation

requirement in paragraph (d)(2)(ii) for any broker or dealer that relies on a publicly available

determination described in paragraph (f)(7), if the publicly available determination pertains to

the availability of the municipal securities exception in paragraph (f)(4). As discussed above, in

Part II.B.2, the Commission is proposing to remove the municipal securities exception, as well as

See 17 CFR 240.15c2-11(d)(1), (d)(2).

The Commission is also proposing non-substantive, grammatical amendments to change the word “a,”

which precedes the word “security” in the existing rule, to “an,” which would precede the words “equity

security” in these paragraphs.

See 17 CFR 240.15c2-11(d)(1)(ii), (d)(2), (d)(2)(i), (d)(2)(ii).

the reference to that exception in paragraph (f)(7). In light of these proposed amendments, the

Commission is proposing a conforming amendment in paragraph (d)(2)(ii) to remove the existing

reference to paragraph (f)(4) because it would no longer be appropriate to include if the

exception that serves as a basis for this record preservation requirement were removed.

C. Technical Amendments

The Commission is proposing three technical, grammatical corrections to Rule 15c2-11

that would not change the meaning or operation of any of the rule’s provisions. Specifically,

paragraph (f)(3)(ii) of the piggyback exception currently erroneously repeats the word “in.” The

proposed amendments would remove the second, redundant “in” from this provision.

Additionally, the word “federal” appears twice in Rule 15c2-11, in paragraphs (b)(5)(i)(P) and

(e)(5). The proposed amendments would capitalize the word “Federal” in both instances.

Request for Comments

The Commission generally requests comment from the public on this aspect of the

proposal. As much as possible, commenters are requested to provide empirical data in support of

any arguments or analyses and to offer explanations for their views.

III.

General Request for Comment

The Commission generally requests comment from the public on all aspects of the

proposal. As much as possible, commenters are requested to provide empirical data in support of

any arguments or analyses and to offer explanations for their views.

Q7.

As discussed above, in Parts I and II, the Commission is proposing to revise Rule

15c2-11 to refer to only equity securities, as defined in Rule 3a11-1, without

changing any of the rule’s other requirements or conditions. Do commenters

believe that the proposed amendments should involve any changes to Rule 15c2-

11’s requirements or conditions—other than determining whether the subject

security meets the definition of equity security in Rule 3a11-1—that were not

discussed above, in Part II? Please explain.

Q8.

Rule 15c2-11’s definitions for the terms “quotation” and “quotation medium,” in

paragraphs (e)(7) and (e)(8), respectively, currently are consistent with section

15(c)(2) of the Exchange Act, which applies to any security (other than an

exempted security or commercial paper, bankers’ acceptances, or commercial

bills). If Rule 15c2-11 were revised to refer to only equity securities, should Rule

15c2-11’s definitions for the terms quotation and quotation medium be amended

to add the word “equity” preceding any mention of the word “security?” Or, is

any such amendment redundant or otherwise unnecessary given the proposed

revisions in paragraphs (a), (b), (c), (d), and (f) of the rule? Please explain.

Q9.

Should Rule 15c2-11 be amended to include an exception in paragraph (f) for

equity securities that are “crypto assets”? Should such an exception contain any

conditions? Why or how are the securities that would be covered by such an

exception less likely to be the subject of fraudulent or manipulative activity?

Please discuss the advantages and disadvantages of such an exception.

Q10.

Should the Commission adopt a specified information paragraph, for purposes of

satisfying Rule 15c2-11’s information gathering and review requirements, that can

be more narrowly tailored (than existing paragraph (b)(5)(i) may be) to address

equity securities that are crypto assets? Please explain.

Q11.

In 2020, the Commission proposed a conditional exemption from Rule 15c2-11 to

facilitate the formation and implementation of an “expert market” for

sophisticated or professional investors in grey market securities (i.e., securities

that trade over-the-counter but for which no quoted prices are published or

submitted in a quotation medium for buyers and sellers to access). 87 Should the

Commission re-propose the conditional exemption? 88 Please explain the purpose

of such an expert market if the Commission were to adopt the proposal to revise

Rule 15c2-11 to refer to only equity securities. Why would such an exemption to

facilitate the formation of an expert market be necessary or appropriate in the

public interest? Should any further safeguards be included as a condition to this

exemption (e.g., a condition that all quotations be priced, consist of both a bid and

an offer, meet a minimum size requirement, etc.)? Should any other conditions be

included to ensure that this market is limited to sophisticated or professional

investors? Please explain.

Q12.

Instead of providing an exemption for the expert market described in the 2020

Expert Market Notice, should the rule include an exception in paragraph (f) of

Rule 15c2-11 to facilitate the formation of any expert market, subject to certain

conditions? Please explain why this exception would be needed if the

Commission were to adopt the proposal to revise Rule 15c2-11 to refer to only

equity securities. Additionally, please explain what conditions the exception

should include to promote investor protection; the maintenance of fair, orderly,

and efficient markets; and capital formation.

See Notice of Proposed Conditional Exemptive Order Granting a Conditional Exemption From the

Information Review Requirement and the Recordkeeping Requirement Under the Securities Exchange Act

of 1934 for Certain Publications or Submissions of Broker-Dealer Quotations on an Expert Market,

Exchange Act Release No. 90769 (Dec. 22, 2020) [86 FR 2311 (Jan. 12, 2021)] (“2020 Expert Market

Notice”).

See 2020 Expert Market Notice.

Q13.

Do some non-reporting companies choose not to make their paragraph (b)

information available to brokers or dealers? If so, how often does this occur and

what is the impact on the liquidity of these securities? What is the effect on

shareholders? What effect would the formation of an expert market have on the

liquidity of the securities of non-reporting companies that choose not to make

their paragraph (b) information publicly available?

Q14.

Have some brokers or dealers ceased market making in securities currently within

the scope of Rule 15c2-11 rather than comply with its provisions, as amended in

2020? If yes, has this significantly reduced liquidity in these securities? Please

explain, including by addressing any types or classes of securities in which

brokers or dealers have ceased market making.

Q15.

Would having simultaneous compliance and effective dates for the amendments

(proposed to be 60 days after publication of the proposed amendments in the

Federal Register) present any operational difficulties or other challenges? Please

explain.

IV.

Economic Analysis

This section examines the economic effects of the proposed amendments, including

expected benefits, costs, and effects on efficiency, competition, and capital formation. 89

Under section 3(f) of the Exchange Act, whenever the Commission engages in rulemaking under the

Exchange Act and is required to consider or determine whether an action is necessary or appropriate in the

public interest, it must consider, in addition to the protection of investors, whether the action will promote

efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). In addition, section 23(a)(2) of the

Exchange Act prohibits the Commission from adopting any rule that would impose a burden on

competition not necessary or appropriate in furtherance of the purposes of the Exchange Act. See 15 U.S.C.

78w(a)(2).

As explained in Part I, following the adoption of the 2020 amendments to Rule 15c2-11

that required specified information be current and publicly available for brokers and dealers to

publish a quotation for, or maintain a continuous quoted market in, a security in a quotation

medium, 90 numerous industry participants stated that they never understood Rule 15c2-11 to

apply to non-equity securities and expressed concerns with the potential burdens of applying the

amended rule to fixed-income securities. 91 Nevertheless, industry participants’ concerns

regarding the application of the rule prompted the Commission to provide relief for the vast

majority of fixed-income securities. 92

Consistent with the Commission’s prior provision of exemptive relief for certain fixedincome securities 93 and with other Commission proposals identifying certain non-equity

securities as not requiring Rule 15c2-11 protections, 94 the Commission is proposing amendments

to Rule 15c2-11 to amend the rule by replacing the term “security” with “equity security.” Under

the proposal, equity security would be as defined in Rule 3a11-1.

Where possible, the Commission quantifies the expected economic effects. However, for

the proposed rule, the Commission is unable to fully quantify the expected effects due to data

limitations for securities that are not equity securities as defined in Rule 3a11-1. For example, we

lack data on certain non-equity quotations and broker-dealers that quote non-equity securities,

particularly those non-equity securities that are not presently covered by the exemptive order or

staff no-action position, which prevent quantification of potential aggregate cost savings from the

See supra note 26.

See supra note 28.

See supra note 31.

See 144A Exemptive Release.

See supra note 33.

proposed amendments. Hence, the discussion below is mostly qualitative in nature, and we

describe, as feasible, the direction of the economic effects and their economic significance.

A. Baseline

The baseline against which the benefits, costs, and the effects on efficiency, competition,

and capital formation for the proposed amendments are measured consists of the current

regulatory framework, including existing exemptions and no-action positions, and the existing

OTC market, including affected securities and parties in that market. 95

1. Regulatory Baseline

Rule 15c2-11 is intended to protect investors from certain manipulative and fraudulent

trading schemes by requiring brokers and dealers to consider financial and other information

about the issuer of a security before they commence making a market in that security. In

particular, brokers and dealers must gather specified current and publicly available information

regarding the security and its issuer and, based upon a review of such information, along with

certain supplemental information, have a reasonable basis under the circumstances for believing

that such information is accurate in all material respects and is from a reliable source. 96 The

production of the required information that brokers and dealers have to gather prior to publishing

quotes benefits investors because not only are quotes more efficiently priced but investors also

have easier access to current and publicly available information about the securities.

See, e.g., Nasdaq v. SEC, 34 F.4th 1105, 1111–15 (D.C. Cir. 2022). This approach also follows SEC staff

guidance on economic analysis for rulemaking. See SEC Staff, Current Guidance on Economic Analysis in

SEC Rulemaking (Mar. 16, 2012), available at

https://www.sec.gov/divisions/riskfin/rsfi_guidance_econ_analy_secrulemaking.pdf (“The economic

consequences of proposed rules (potential costs and benefits including effects on efficiency, competition,

and capital formation) should be measured against a baseline, which is the best assessment of how the

world would look in the absence of the proposed action.”); id. at 7 (“The baseline includes both the

economic attributes of the relevant market and the existing regulatory structure.”).

See supra Part I for detail on the information required.

Numerous industry participants have stated that they always understood Rule 15c2-11 to

apply only to equity securities. 97 After industry participants shared their concerns regarding the

rule’s application following the 2020 amendments to Rule 15c2-11, the Commission provided

exemptive relief and the staff issued a no-action letter addressing the vast majority of fixedincome securities. 98 Accordingly, consistent with industry participants’ understanding of the

application of Rule 15c2-11, we would expect that Rule 15c2-11 is being applied with respect to

non-equity securities only to the extent that the current regulatory text has been understood by

particular broker-dealers to apply to non-equity OTC securities.

2. Affected Securities

As discussed in Part II.A above, under the proposal, Rule 15c2-11 would continue to

apply to equity securities, as defined in Rule 3a11-1. Regarding the proposed amendments’

application to crypto assets, 99 to the extent a crypto asset is an equity security, as defined in Rule

3a11-1, Rule 15c2-11 would apply to brokers and dealers initiating or resuming quotations for

those equity securities in a quotation medium.

In 2023, the Commission issued exemptive relief for fixed-income securities sold in

reliance on Rule 144A. 100 The staff has also issued a no-action position for numerous categories

of fixed-income securities. 101 Estimating the number of fixed-income securities to which the noaction position has relevance is difficult because the no-action position applied to fixed-income

See supra note 28 and accompanying text.

See supra note 31 (discussing the 144A Exemptive Release and the 2024 No-Action Letter) and

accompanying text.

A “crypto asset” is any digital representation of value that is recorded on a cryptographically secured

distributed ledger. The foregoing definition of “crypto asset” is identical to the definition of “Digital Asset”

in section 2(6) of the Guiding and Establishing National Innovation for U.S. Stablecoins Act, Pub. L. No.

119-27, 139 Stat. 419 (2025).

100

See supra note 54.

101

See 2024 No-Action Letter.

securities or issuers that met certain criteria, and which are not necessarily reflected in data

reported by issuers or market intermediaries. One source of fixed-income transactions, the Trade

Reporting and Compliance Engine (TRACE), contains transactions for over 53,100 bond issues

from over 3,300 issuers in the first quarter of 2025. 102

3. Affected Parties

Rule 15c2-11 would continue to apply to broker-dealers who publish quotations for OTC

equity securities, any QIDQS that undertakes to satisfy the rule’s information gathering and

review requirements concerning an OTC equity security and makes a publicly available

determination regarding such review, and any QIDQS or RNSA that chooses to make a publicly

available determination regarding the public availability of current paragraph (b) information or

the availability of certain Rule 15c2-11 exceptions for OTC equity securities. According to

available data, 1,261 of 3,388 broker-dealers filing FOCUS reports report engaging in the

“Retailing Corporate Equity Securities Over The Counter.” The Commission estimates that

approximately 196 brokers and dealers, 103 one QIDQS, 104 and one RNSA 105 would be subject to

rule requirements associated with documenting whether the conditions of an exception in

102

Securities that are eligible to be reported to TRACE are debt securities that are United States dollardenominated and are: (1) issued by a U.S. or foreign private issuer, and, if a "restricted security" as defined

in Securities Act Rule 144(a)(3), sold pursuant to Securities Act Rule 144A; (2) issued or guaranteed by an

Agency as defined in paragraph (k) or a Government-Sponsored Enterprise as defined in paragraph (n); (3)

U.S. Treasury Securities as defined in paragraph (p); or (4) Foreign Sovereign Debt Securities as defined in

paragraph (kk) Excluded are debt securities that are Money Market Instruments as defined in paragraph (o).

See FINRA Rule 6710(a), available at: https://www.finra.org/rules-guidance/rulebooks/finra-rules/6710.

103

As of September 30, 2025, there were 77 brokers and dealer subscribers to OTC Link ATS. As of

September 30, 2025, there were 119 brokers and dealers that trade on Global OTC. The Commission

believes that most OTC equity securities are quoted on OTC Link ATS and Global OTC, to the extent the

quotation is subject to Rule 15c2-11, and that the total amount of individual brokers and dealers trading on

these systems reasonably estimates the number of brokers and dealers that may be subject to PRA burdens

in satisfying Rule 15c2-11’s requirements. See 2020 Release, 85 FR 68174 n.564. The Commission

recognizes that there may be equity securities that are quoted in other quotation mediums but, at this time,

does not have the empirical data to include them in the PRA burdens estimations.

104

See infra note 141.

105

Currently, FINRA is the only existing RNSA.

paragraph (f) are met and with preserving corresponding records. 106 However, only twelve

brokers and dealers filed a Form 211 pursuant to FINRA Rule 6432(a) in 2024. 107 The

Commission believes that most OTC equity securities are quoted on OTC Link ATS and Global

OTC, to the extent the quotation is subject to Rule 15c2-11. 108 As of September 30, 2025, there

were 77 broker and dealer subscribers to OTC Link ATS. As of September 30, 2025, there were

119 brokers and dealers that trade on Global OTC. 109

Additionally, there is one QIDQS, which makes publicly available determinations that it

satisfied Rule 15c2-11’s information gathering and review requirements for OTC equity

securities or that the conditions of certain rule exceptions were met for affected securities. 110 In

addition, there is one RNSA that makes publicly available determinations that the conditions of

certain rule exceptions are met for OTC equity securities. 111

The proposed amendments to Rule 15c2-11, if adopted, would affect brokers and dealers

that publish or submit quotations for OTC non-equity securities in a quotation medium that is

subject to this rule only to the extent that those broker-dealers apply the rule more broadly than

to only equity securities. In particular, certain broker-dealers that quote OTC non-equity

106

See infra Part V.D.2.

107

The Commission uses this number as a proxy for the number of brokers and dealers that comply with Rule

15c2-11’s information gathering and review requirements by conducting the review itself, instead of

relying on the QIDQS’s publicly available determination regarding its satisfaction of Rule 15c2-11’s

information gathering and review requirement. See infra note 140.

108

The Commission believes that most OTC equity securities are quoted on OTC Link ATS and Global OTC,

to the extent the quotation is subject to Rule 15c2-11, and that the total amount of individual brokers and

dealers trading on these systems reasonably estimates the number of brokers and dealers that may be

subject to Rule 15c2-11’s recordkeeping requirements. See 2020 Release, 85 FR 68174 n.564. The

Commission recognizes that there may be equity securities that are quoted in other quotation mediums but,

at this time, does not have the data to include them in these estimates.

109

Id.

110

A broker or dealer may publish quotations in reliance on a QIDQS’s or RNSA’s publicly available

determination that the conditions of certain Rule 15c2-11 exceptions are met. See supra Part I.

111

Id.

securities that are not covered by the 144A Exemptive Release and 2024 No-Action Letter may

have different understandings of the scope of Rule 15c2-11 and may currently be applying Rule

15c2-11 to non-equity securities. The Commission lacks data on the number of such brokerdealers but understands that few, if any, industry participants understood Rule 15c2-11 to apply

to non-equity OTC securities. Among other limitations, it is difficult to estimate the scope of

brokers’ and dealers’ quotations in quotation mediums for non-equity securities, partially due to

the same information availability challenges in the market for non-equity securities described by

market participants. 112

Finally, to the extent that certain broker-dealers are not currently applying Rule 15c2-11

to only equity securities, other affected parties would include issuers of OTC non-equity

securities and investors in these securities (either investors already holding a position in OTC

non-equity securities or those considering acquiring such a position). 113

B. Benefits and Costs

1. Affected Brokers, Dealers, QIDQSs, and RNSAs

The Commission expects that the benefits and the costs of the proposed amendments for

brokers, dealers, the QIDQS, and the RNSA to be minimal. To the extent that certain brokers and

dealers, as well as the QIDQS and RNSA, apply Rule 15c2-11 to non-equity OTC securities,

they would benefit from reduced ongoing costs under the proposed amendments, while incurring

some initial costs to adjust their practices consistent with the proposed amendments. The

proposed amendments would benefit such affected brokers and dealers, including the QIDQS, by

eliminating the ongoing cost of undertaking the substantive information gathering and review

112

See supra note 58.

113

The Commission does not have the necessary data to estimate the number of issuers of non-equity

securities or investors currently participating in the OTC market for non-equity securities.

requirements in Rule 15c2-11(a)(1)(i) and (a)(2) before initiating or resuming any quotation for a

non-equity OTC security that is neither exempt from nor qualifies for an exception from the rule

in a quotation medium and the corresponding record preservation requirements. 114 In addition,

such brokers and dealers, including QIDQSs, as well as RNSAs would benefit from no longer

satisfying the requirements for the exceptions in Rule 15c2-11(f) and corresponding record

preservation requirements. 115 Similarly, such brokers and dealers would no longer incur the costs

for non-equity OTC securities of preserving records concerning Rule 15c2-11(a)(1)(ii) and

(a)(3). The Commission preliminarily estimates that there would be no change in the costs

associated with any necessary ongoing update to QIDQS or RNSA written policies and

procedures due to the proposed amendments even if the QIDQS and RNSA currently interpret

the scope of Rule 15c2-11 to apply to non-equity OTC securities. 116

Corresponding to any cost savings from the proposed amendments, there would also be

initial costs for affected brokers and dealers as well as the existing QIDQS and RNSA to the

extent that they need to update their internal systems or renegotiate agreements with third-party

service providers to exclude non-equity securities in their Rule 15c2-11 compliance activities.

The QIDQS and RNSA, in addition, would need to update their policies and procedures under

Rule 15c2-11(a)(3) if those policies and procedures were not already consistent with applying the

rule to only equity OTC securities.

In addition, to the extent that concerns regarding the rule’s application continue to exist,

revising the rule to refer to equity securities could potentially result in reduced costs for all

brokers, dealers, QIDQSs, and RNSAs, with respect to the quotation of non-equity OTC

114

See 17 CFR 240.15c2-11(a)(1)(i), (a)(2), (d)(1)(i)(A), (d)(1)(i)(B).

115

See 17 CFR.240.15c2-11(d)(2), (f).

116

See 17 CFR 240.15c2-11(a)(3).

securities in a quotation medium. In general, uncertainty regarding the application of regulatory

requirements can lead to increased legal costs even for those firms acting consistently with the

general understanding of industry participants. This increased certainty is not expected to result

in additional costs for market participants.

Lastly, affected brokers and dealers, including QIDQSs, may continue to have economic

incentives to gather and review information about non-equity OTC securities (e.g., such as for

pricing purposes), and also provide some information to investors (though not necessarily the

information that was required under 15c2-11) should investors demand such information to trade

in affected securities.

2. Affected Issuers

The proposed amendments could reduce incentives for issuers of non-equity OTC

securities to provide information that is current and publicly available because brokers and

dealers could publish quotations for any non-equity security in a quotation medium whether the

issuer makes information current and publicly available or not. As a result, it is possible that to

the extent issuers of non-equity securities are currently providing information to the public based

on their understanding of the application of Rule 15c2-11, they may reduce the amount of

information about themselves that is current and publicly available, and some of those issuers

might choose to stop providing information altogether. This could decrease disclosure costs for

those issuers. However, the effect may be mitigated for several reasons. First, following the

adoption of the 2020 amendments to Rule 15c2-11, numerous industry participants have stated

that they never understood Rule 15c2-11 to apply to non-equity securities, 117 so the amendments

are not likely to impact issuer decisions concerning the provision of information. Second, the

117

See supra note 28.

Commission has provided exemptive relief and the staff has issued a no-action letter addressing

the vast majority of fixed-income securities 118 further reducing the likelihood that the proposed

amendments will affect the incentives for issuers of non-equity securities to change their

behavior. Finally, to the extent that a lack of information about an issuer’s non-equity OTC

securities were to adversely impact a broker or dealer’s ability to make markets in those

securities or investor demand for those securities, that issuer could have incentives to continue to

supply some information to brokers and dealers as well as to investors.

3. Affected Investors

Under the proposed amendments, investors in non-equity OTC securities could have less

information about those securities, because affected brokers and dealers, QIDQSs, and RNSAs

might no longer gather, review, and provide information on these securities and issuers could

provide less information that is current and publicly available. 119 As stated above, investors in

non-equity securities are largely sophisticated or qualified investors. 120 A reduction in

information to investors could increase the risk that they would be subject to certain

manipulative and fraudulent trading schemes involving affected securities; however, this risk is

mitigated to the extent that investors in non-equity securities are sophisticated or qualified.

118

See supra note 31.

119

See supra Part II.A.

120

See supra Part II.A. However, the municipal securities market, which is currently excepted from Rule

15c2-11, historically has not been dominated by sophisticated investors. See, e.g., SIFMA, “Quarterly

Report: US Fixed Income, 3Q25,” at 8 (Jan. 2026), available at https://www.sifma.org/wpcontent/uploads/2025/09/SIFMA-Research-Quarterly-Fixed-Income-O-3Q25.pdf (reporting that 48.3% of

municipal securities holders are individuals and 28.4% are mutual funds). See also, e.g., Simon Z. Wu and

Nicholas J. Ostroy, MSRB, “A Comparison of Transaction Costs for Municipal Securities and Other FixedIncome Securities,” at 11 (Mar. 2025), available at https://www.msrb.org/sites/default/files/202503/Comparison-of-Transaction-Costs.pdf (“Overall, corporate bonds had a lower proportion of odd-lot

customer trades than agency securities and municipal securities, with 72% of corporate bond trades being

odd-lot trades, compared to 84% for both agency securities and municipal securities. On the other hand,

corporate bonds had a higher proportion of intermediate customer trades and block customer trades than

agency securities and municipal securities. This suggests a higher participation rate by institutional

investors for corporate bonds than for agency securities and municipal securities.”).

Furthermore, the general understanding of industry participants regarding the application of Rule

15c2-11 to non-equity OTC securities means that investors in such securities may already receive

less information.

Further, with respect to OTC fixed-income securities, several factors likely mitigate the

cost associated with the loss, if any, of current and publicly available paragraph (b) information.

First, the OTC fixed-income market is generally dominated by sophisticated investors that likely

do not wholly depend on a broker or dealer’s review of the information specified in Rule 15c211. Second, the “catch-all” list of information required to be reviewed for a security of an issuer

that does not have registration statements or other current documents filed with the Commission,

is less likely to be available. 121 Lastly, to the extent that any loss of information caused investors

to significantly curtail their investment in non-equity OTC securities, affected brokers and

dealers, QIDQSs, and issuers could have economic incentives to provide some information to

investors to help boost investor demand.

C. Efficiency, Competition, and Capital Formation

The potential reduction in costs to ascertain compliance obligations, and any associated

reduction in costs in complying with those obligations, for affected brokers and dealers could

enhance liquidity provision in affected securities. There is also the possibility that additional

brokers and dealers could initiate (or resume) quotations for affected securities in a quotation

medium and additional competition on quotations could result in quotations that are more

efficiently priced. The lower costs, however, stem in part from a reduction in gathering and

reviewing information. Any reduction in information could negatively affect investor demand for

the affected securities, if investors otherwise relied on the information disclosed regarding non-

121

See supra note 72.

equity securities and have no close substitute source for that information. In this case, investors

could perceive investment in the affected securities as riskier than before and might require a

greater return to compensate for the perceived increase in risk. This could raise the required

return for the affected securities, including in relation to other securities, possibly making it

costlier and more difficult for affected issuers to raise capital. To address this issue, as discussed

above, brokers and dealers as well as issuers could decide to gather, review, and provide some

information regarding non-equity securities to investors.

D. Reasonable Alternative

The Commission considered a reasonable alternative to the proposal and seeks public

comments on the following alternative and on all other alternatives that the public believes are

reasonable.

1. Except Crypto Securities that are Equity Securities

In addition to the proposed amendments, the Commission could also provide an

exception for crypto securities that are equity securities or otherwise require tailoring of

provisions, including the information provision in paragraph (b)(5). The Commission believes

that to the extent a crypto asset is an equity security, as defined in Rule 3a11-1, Rule 15c2-11

applies to brokers and dealers publishing quotations for those equity securities in a quotation

medium. The Commission seeks public comment on various aspects of the application of Rule

15c2-11 to equity securities that are “crypto assets.”

E. Request for Comment

The Commission requests comment on all aspects of this initial economic analysis,

including the potential benefits and costs, all effects on efficiency, competition, and capital

formation, and reasonable alternatives to the proposed rule and amendments. We request and

encourage any interested person to submit comments regarding the proposed amendments, our

analysis of the potential effects of the proposed amendments, and other matters that may have an

effect on the proposed amendments. We request that commenters identify sources of data and

information as well as provide data and information to assist us in analyzing the economic

consequences of the proposed amendments and each reasonable alternative. We are also

interested in comments on the qualitative benefits and costs we have identified and any

qualitative benefits and costs we may have overlooked, including those associated with each

reasonable alternative. In addition, we are interested in comments on any other reasonable

alternative.

Q16.

Are there any effects on market participants, including brokers and dealers,

investors, and issuers, that have not been addressed?

Q17.

Are there specific types of non-equity OTC securities that should be included

within the scope of Rule 15c2-11? What is the aggregate market value of these

other non-equity OTC securities, and are their investors retail or institutional?

Q18.

How costly is it for issuers and brokers and dealers to determine whether or not a

specific security is an “equity security” under Rule 3a11-1?

Paperwork Reduction Act

A. Introduction

Certain provisions of Rule 15c2-11 contain “collection of information requirements”

within the meaning of the Paperwork Reduction Act of 1995 (“PRA”). 122 The title for the

information collection is “Publication or submission of quotations without specified

122

44 U.S.C. 3501 et seq. The burdens associated with the information collection requirements are referred to

as “PRA burdens.”

information.” Responses to the collections of information are mandatory. The Office of

Management and Budget (“OMB”) has assigned control number 3235-0202 to the collection of

information. The Commission is submitting the collections of information as proposed to be

revised to OMB for review in accordance with 44 U.S.C. 3507(d) and 5 CFR 1320.11. 123 An

agency may not conduct or sponsor, and a person is not required to respond to, a collection of

information unless the agency displays a currently valid control number. 124

B. Rule 15c2-11

Rule 15c2-11 requires that brokers and dealers give some measure of attention to

financial and other information about the issuer of a security before they commence trading in

that security. 125 To that end, the rule requires, subject to exceptions, 126 brokers and dealers,

before initiating (or resuming) any quotation for a security in a quotation medium, 127 to gather

specified information regarding the security and its issuer and, 128 based upon a review of such

information, along with certain supplemental information, 129 to have a reasonable basis under the

circumstances for believing that such information is accurate and is from a reliable source. 130

Alternatively, a broker or dealer may submit a quotation in a quotation medium that is a

QIDQS 131 that has made a publicly available determination that it has performed certain

123

See 44 U.S.C. 3507; 5 CFR 1320.11.

124

See 5 CFR 1320.08.

125

See 1984 Release, 49 FR 45118.

126

See 17 CFR 240.15c2-11(f).

127

See 17 CFR 240.15c2-11(e)(8).

128

See 17 CFR 240.15c2-11(b).

129

See 17 CFR 240.15c2-11(c).

130

See 17 CFR 240.15c2-11(a).

131

See 17 CFR 240.15c2-11(e)(6).

information gathering and review requirements, 132 if certain conditions are met. 133 Rule 15c2-11

also includes certain exceptions 134 and record preservation requirements. 135

C. Collection of Information

The proposed amendments would revise Rule 15c2-11 to replace the terms “security” and

“securities” with the terms “equity security” or “equity securities,” as defined in Rule 3a11-1, 136

but would not change Rule 15c2-11’s information collection requirements as they relate to broker

or dealer quotations for equity securities. 137 The availability of updated and supplemented OTC

equities market data in the estimates, discussed below in Part V.F, result in some changes,

including increases, to the PRA burden estimates compared to the PRA Analysis in the 2020

Release 138 and PRA Supporting Statement filed with and approved by OMB in 2023. 139

However, any such changes in PRA burden estimates are the result of changes to participation

and activity in the OTC equity market, the use of updated and supplemented OTC equity market

data, or changes to the calculation methodology, and are not the result of the proposed

amendments.

132

See 17 CFR 240.15c2-11(a)(1)(ii).

133

See 17 CFR 240.15c2-11(a)(2).

134

See 17 CFR 240.15c2-11(f).

135

See 17 CFR 240.15c2-11(d).

136

See supra note 34.

137

The changes to the estimated burdens based on the updated and supplemented data will be included in an

upcoming extension request for OMB Control No. 3235-0202 and will be noticed for public comment in

connection with that request.

138

See 2020 Release, 85 FR 68174–84 (containing the Paperwork Reduction Act Analysis of the 2020

Release).

139

See 2023 Supporting Statement for the Paperwork Reduction Act Information Collection Submission for

Rule 15c2-11, OMB Control No. 3235-0202 (“2023 PRA Extension”), at 9, available at

https://www.reginfo.gov/public/do/PRAViewICR?ref_nbr=202303-3235-044.

D. Respondents

Respondents to Rule 15c2-11 include brokers and dealers who publish quotations for

equity securities. Respondents also include any QIDQS that undertakes to satisfy the rule’s

information gathering and review requirements concerning an equity security and makes a

publicly available determination regarding such review, as well as any QIDQS or RNSA that

chooses to make a publicly available determination regarding the public availability of current

paragraph (b) information or the availability of certain exceptions to Rule 15c2-11.

1. Respondents Related to Rule 15c2-11’s Information Gathering and

Review Requirements and Corresponding Record Preservation

Requirements

The Commission estimates that approximately twelve brokers and dealers 140 and one

QIDQS 141 would be subject to PRA burdens associated with gathering and reviewing paragraph

(b) information and supplemental information in satisfying amended Rule 15c2-11’s information

gathering and review requirements, as well as with preserving corresponding records under

paragraph (d). 142

140

Twelve brokers and dealers filed a Form 211 pursuant to FINRA Rule 6432(a) in 2024. The Commission

uses this number as a proxy for the number of brokers and dealers that comply with Rule 15c2-11’s

information gathering and review requirements. FINRA Rule 6432, which similarly applies to equity

securities, other than a Restricted Equity Security, that are not traded on a national securities exchange, sets

forth the requirements for filing a Form 211.As discussed below, in Part V.F.3, any broker or dealer that

initiates a quoted market in an equity security in reliance on a QIDQS’s publicly available determination

regarding its satisfaction of Rule 15c2-11’s information gathering and review requirements would be

required under paragraph (d)(1)(ii) of Rule 15c2-11 to preserve records of the name of the QIDQS that

made the publicly available determination.

141

One QIDQS filed a Form 211 pursuant to FINRA Rule 6432(b) in 2024. The Commission uses this number

as a proxy for the number of QIDQSs that comply with Rule 15c2-11’s information gathering and review

requirements.

142

The estimate of 13 respondents for this requirement is a significant decrease from the prior estimate of 88

respondents contained in the 2023 Supporting Statement. This updated estimate is based on the total

number of brokers, dealers, and QIDQSs that filed a Form 211 in 2024, which should be more accurate

than the estimated number of respondents included in the 2023 Supporting Statement, which included all

2. Respondents Related to Rule 15c2-11’s Exceptions and

Corresponding Record Preservation Requirements

The Commission estimates that approximately 196 brokers and dealers, 143 one QIDQS, 144

and one RNSA 145 would be subject to PRA burdens associated with documenting whether the

conditions of an exception in paragraph (f) are met and with preserving corresponding records.

3. Respondents Related to Other Record Preservation Requirements

The Commission estimates that approximately 77 brokers and dealers would be subject to

PRA burdens associated with preserving records related to their initiation of a quoted market in

an equity security based on a QIDQS’s publicly available determination that it satisfied Rule

15c2-11’s information gathering and review requirements pursuant to paragraph (a)(1)(ii). 146 The

Commission also estimates that approximately 196 brokers and dealers would be subject to PRA

burdens associated with preserving records related to their publication or submission of

quotations pursuant to paragraph (a)(3) for equity securities in reliance on a QIDQS’s or an

RNSA’s publicly available determination described in paragraph (f)(2)(iii)(B), (f)(3)(ii)(A), or

(f)(7). 147

brokers and dealers that published or submitted a quotation on OTC Markets Group’s systems, plus one

IDQS and one RNSA. See 2023 PRA Extension.

143

As of September 30, 2025, there were 77 brokers and dealer subscribers to OTC Link ATS. As of

September 30, 2025, there were 119 brokers and dealers that trade on Global OTC. The Commission

believes that most OTC equity securities are quoted on OTC Link ATS and Global OTC, to the extent the

quotation is subject to Rule 15c2-11, and that the total amount of individual brokers and dealers trading on

these systems reasonably estimates the number of brokers and dealers that may be subject to PRA burdens

in satisfying Rule 15c2-11’s requirements. See 2020 Release, 85 FR 68174 n.564.

144

See supra note 141.

145

Currently, FINRA is the only existing RNSA.

146

As of September 30, 2025, there were 77 broker and dealer subscribers to OTC Link ATS. The

Commission believes that this number reasonably estimates the number of broker-dealers that may rely on

a QIDQS’s publicly available determination pursuant to paragraph (a)(1)(ii), because OTC Link ATS is the

only QIDQS making such determinations and that would be subject to PRA burdens in preserving

corresponding records.

147

See supra note 143.

4. Respondents Related to a QIDQS’s or RNSA’s Written Policies and

Procedures

Additionally, the Commission estimates that one QIDQS would be subject to PRA

burdens in establishing, maintaining, and enforcing reasonably designed written policies and

procedures for making publicly available determinations pursuant to paragraph (a)(3) of Rule

15c2-11.

E. Use of Information

The information collected under Rule 15c2-11(a)’s information gathering and review

requirements helps protect investors by deterring fraudulent or manipulative quotations for

thinly-traded equity securities whose issuers are relatively unknown and helps brokers and

dealers guard against becoming unwitting participants in fraudulent or manipulative schemes. 148

The information collected under Rule 15c2-11(f)’s exceptions helps to ensure that only those

equity securities that are less likely to be the subject of fraudulent or manipulative activity are

being quoted pursuant to an exception.

The information collected under Rule 15c2-11(d)’s applicable record preservation

requirements helps to promote compliance with Rule 15c2-11’s information gathering and

review requirements, prevent abuse of the rule’s exceptions, and facilitate the Commission in

conducting examinations of brokers and dealers that publish quotations for OTC equity

securities, any QIDQS that makes a publicly available determination pursuant to paragraph

(a)(2)(iv), or any QIDQS or RNSA that makes a publicly available determination pursuant to

paragraph (a)(3). The information collected under Rule 15c2-11(a)(3), which requires a QIDQS

or RNSA to establish, maintain, and enforce reasonably designed written policies and procedures

148

See supra note 25.

for making publicly available determinations, similarly helps prevent brokers’ or dealers’ abuse

of any Rule 15c2-11 exceptions for which publicly available determinations are made.

F. Collections of Information for Equity Quotations

The proposed amendments would revise Rule 15c2-11 to refer to only equity securities,

as defined by Rule 3a11-1. Discussed below in this Part V.F, are the collections of information

that would continue to apply to quotations for equity securities should the proposed amendments

be adopted.

Any broker, dealer, or QIDQS that undertakes to satisfy Rule 15c2-11’s information

gathering and review requirements concerning an equity security would continue to be required

to gather and review applicable paragraph (b) information and supplemental information for that

equity security under paragraph (c). Such broker, dealer, or QIDQS would also continue to incur

PRA burdens preserving paragraph (b) and (c) information under the recordkeeping requirements

of paragraph (d). Additionally, respondents who determine whether the conditions of a Rule

15c2-11 exception are met pursuant to paragraph (f) or make publicly available determinations

pursuant to paragraph (a)(3) would continue to incur PRA burdens in gathering and preserving

applicable documentation concerning equity securities. Finally, any QIDQS or RNSA that makes

a publicly available determination pursuant to paragraph (a)(3) would continue to incur PRA

burdens in establishing, maintaining, and enforcing reasonably designed written policies and

procedures concerning equity securities.

The following table summarizes the PRA burdens estimated in this Part V.F, all of which

are estimated to have associated recordkeeping burdens. Any changes, including increases, in the

below PRA burden estimates, when compared to the 2020 or 2023 PRA analyses, 149 are the

149

See supra notes 138 and 139.

result of changes to participation and activity in the OTC equity market, the use of updated and

supplemented OTC equity market data, or changes to the underlying calculation methodology,

and are not a result of the proposed amendments.

PRA Summary Table 1—Estimated Burdens

Type of

Burden

Number of

Respondents

Total Annual Industry

Burden (Hours/Year)

Recordkeeping

1,558

Recordkeeping

198

67,310

Recordkeeping

196

1,007,683

Recordkeeping

198

327,124

Recordkeeping

198

Recordkeeping

198

35,555

Recordkeeping

198

6,542

Recordkeeping

198

1,558

Recordkeeping

144

Recordkeeping

196

323,819

Recordkeeping

Information Collections

IC1: 17 CFR 240.15c2-11(a)(1)(i), (d)(1)(i)(A), (a)(2)

and (d)(1)(i)(B) (broker or dealer and QIDQS

information gathering and review requirements;

corresponding record preservation requirements)

IC2: 17 CFR 240.15c2-11(f)(2)(ii)(B), (f)(3)(i)(C),

(d)(2)(i), (d)(2)(ii) (determining currentness of publicly

available paragraph (b) information; corresponding

record preservation requirements)

IC3: 17 CFR 240.15c2-11(f)(2), (d)(2)(ii) (determining

availability of the unsolicited quotation exception and

corresponding record preservation requirements)

IC4: 17 CFR 240.15c2-11(f)(3)(i)(A), (d)(2)(i),

(d)(2)(ii) (determining the frequency of a priced bid or

offer quotation and corresponding record preservation

requirements)

IC5: 17 CFR 240.15c2-11(f)(3)(i)(B)(1), (d)(2)(i),

(d)(2)(ii) (determining trading suspension status for

availability of the piggyback exceptions and

corresponding record preservation requirements)

IC6: 17 CFR 240.15c2-11(f)(3)(i)(B)(2), (d)(2)(i),

(d)(2)(ii) (determining shell company status for

availability of the piggyback exceptions and

corresponding record preservation requirements)

IC7: 17 CFR 240.15c2-11(f)(5)(i), (d)(2)(i), (d)(2)(ii)

(determining availability of the ADTV and asset test

exception and corresponding record preservation

requirements) – ADTV Test

IC8: 17 CFR 240.15c2-11(f)(5)(ii), (d)(2)(i), (d)(2)(ii)

(determining availability of the ADTV and asset test

exception and corresponding record preservation

requirements) – Asset Test

IC9: 17 CFR 240.15c2-11(d)(1)(ii) (record preservation

requirements for brokers and dealers relying on

publicly available determinations described in

paragraph (a)(2)(iv))

IC10: 17 CFR 240.15c2-11(d)(2)(ii) (record

preservation requirements for brokers and dealers

relying on publicly available determinations described

in paragraph (a)(3))

IC11: 17 CFR 240.15c2-11(a)(3) (QIDQS or RNSA

written policies and procedures for making publicly

available determinations)

1,771,343

Total for All Information Collections

1. Burden Estimates Related to Rule 15c2-11(a)(1)(i), (a)(2),

(d)(1)(i)(A), and (d)(1)(i)(B)—Broker or Dealer or QIDQS

Information Gathering and Review Requirements and

Corresponding Record Preservation Requirements

Under the proposed amendments, any broker or dealer that publishes a quotation for an

equity security in a quotation medium pursuant to paragraph (a)(1)(i), or any QIDQS that

undertakes to satisfy Rule 15c2-11’s information gathering and review requirements pursuant to

paragraph (a)(2), would continue to be required to gather and review specified information

regarding that equity security. 150 Based on information provided by FINRA in 2024, 12 nonQIDQS brokers and dealers submitted a total of 154 Form 211 filings to initiate (or resume) a

quoted market in an equity security, while one QIDQS submitted 112 Form 211 filings after

making publicly available determinations that it had undertaken to satisfy Rule 15c2-11’s

information gathering and review requirements. 151

Consistent with prior estimates, 152 the Commission estimates that, for purposes of

satisfying Rule 15c2-11(a)(1)(i) and (a)(2)’s information gathering and review requirements for

an equity security, it would take approximately three hours to gather, review, 153 and preserve the

150

See 17 CFR 240.15c2-11(a)(1)(i), (a)(2).

151

Based on data from FINRA, in 2024, Form 211 filings were submitted pursuant to FINRA Rule 6432(b) for

266 equity securities, with corresponding information reviews conducted by using the following paragraph

(b) information: 3 paragraph (b)(1), 0 paragraph (b)(2), 73 paragraph (b)(3), 163 paragraph (b)(4), and 27

paragraph (b)(5)(i).

152

See 2023 PRA Extension. See also 2020 Release, 85 FR 68175.

153

The information gathering and review requirements under paragraphs (b)(1), (b)(2) or (b)(3) are dependent

upon the issuer’s regulatory status, including whether the issuer (1) filed a registration statement under the

Securities of Act of 1933 (a “prospectus issuer”), (2) filed an offering statement under Regulation A (a

“Reg. A issuer”), or (3) is subject to the periodic reporting requirements of the Exchange Act, Regulation A

information specified in paragraph (b)(1), paragraph (b)(2), or paragraph (b)(3), which generally

is available on the Commission’s Electronic Data Gathering, Analysis, and Retrieval

(“EDGAR”) system, along with any applicable supplemental information. 154 The Commission

estimates that it would take approximately seven hours to gather, review, and preserve the

information specified in paragraph (b)(4) or paragraph (b)(5)(i), 155 which generally is not

available on the EDGAR system, along with any applicable supplemental information. 156 The

difference in these PRA burden estimates is intended to take account of any additional time a

broker, dealer, or QIDQS may require in gathering the information required in paragraphs (b)(4)

and (b)(5) from sources outside the EDGAR system. The Commission, therefore, estimates that,

for the 12 brokers or dealers and one QIDQS, the total annual PRA burden resulting from Rule

15c2-11(a)’s information gathering and review requirements and corresponding record

preservation requirements 157 would be 1,558 hours, 158 or approximately 120 hours per

or Regulation Crowdfunding, or is the issuer of a security covered by section 12(g)(2)(G) of the Exchange

Act (a “reporting issuer”). See 2020 Release, 85 FR 68129.

154

This preliminary estimate is consistent with the Commission's previous burden estimate of three hours to

gather, review, and preserve the applicable documents and information specified in paragraph (b)(1), (b)(2),

or (b)(3). The Commission does not believe that the amendments to the supplemental information in

paragraph (c) affects the information gathering and review requirement itself because the amendments do

not change the scope of securities for which a trading suspension must be reviewed and are not expected to

have an impact on the overall time burden related to the information gathering and review requirement. See

2023 PRA Extension. See also 2020 Release, 85 FR 68175 n.575.

155

The information gathering and review requirements under paragraphs (b)(4) and (b)(5) are dependent upon

whether the issuer is a foreign private issuer that is exempt from registration under Exchange Act section

12(g) pursuant to Rule 12g3–2(b) (an “exempt foreign private issuer”) or does not fall within any of the

categories described in paragraphs (b)(1) through (b)(4) and is generally not subject to similar statute- or

rule-based disclosure and reporting requirements under the Federal securities laws (a “catch-all issuer”).

See 2020 Release, 85 FR 68129.

156

This preliminary estimate is consistent with the Commission's previous burden estimate of seven hours to

gather, review, and preserve the applicable documents and information specified in paragraph (b)(4) or

(b)(5)(i).

157

See 17 CFR 240.15c2-11(d)(1)(i)(A), (d)(1)(i)(B) (describing the relevant recordkeeping requirements).

158

((76 Form 211 filings concerning information specified in paragraphs (b)(1), (b)(2), and (b)(3)) × 3 hours)

+ ((190 Form 211 filings concerning information specified in paragraphs (b)(4) and (b)(5)(i)) × 7 hours) =

1,558 hours.

respondent. 159

2. Burden Estimates Related to Rule 15c2-11’s Exceptions and

Corresponding Record Preservation Requirements

The PRA burden estimates below, in this Part V.F.2, include estimates for preserving

corresponding records for determining that the conditions of Rule 15c2-11(f)’s exceptions are

met. 160

Rule 15c2-11(f)(2)(ii)(B), (f)(3)(i)(C), (d)(2)(i), (d)(2)(ii)—Determining Currentness of

Publicly Available Paragraph (b) Information and Corresponding Record Preservation

Requirements

Certain of Rule 15c2-11’s exceptions—the unsolicited quotation exception in paragraph

(f)(2)(ii)(B) and the piggyback exception in paragraph (f)(3)(i)(C)—are conditioned, in part,

upon the currentness of publicly available paragraph (b) information. The Commission estimates

that there are 19,341 unique issuers of quoted OTC equity securities for which respondents

would continue to be required to gather, review, and preserve documentation to establish that

paragraph (b) information is current and publicly available. 161 Of those issuers, respondents

would gather, review, and preserve documentation specified in paragraph (b)(1) for 5,091 issuers,

in paragraph (b)(2) for 304 issuers, in paragraph (b)(3) for 352 issuers, in paragraph (b)(4) for

9,693 issuers; and in paragraph (b)(5)(i) for 3,901 issuers. 162

159

1,558 hours / (12 brokers and dealers that submitted a Form 211 to FINRA in 2024 + one QIDQS that

submitted a Form 211 to FINRA in 2024) = 119.85 hours per respondent.

160

As discussed above, in Part II, the proposed amendments would not change any of the rule’s requirements

or conditions as they apply to quotations for equity securities. The Commission therefore does not expect

that any broker, dealer, QIDQS, or RNSA would incur an initial PRA burden under the proposed

amendments.

161

The estimated number of unique issuers of quoted OTC equity securities is based on data compiled by the

Commission’s Division of Economic and Risk Analysis as of Dec. 11, 2025.

162

See supra note 161.

The Commission estimates that, for purposes of determining the currentness of publicly

available paragraph (b) information concerning an equity security, it would take respondents

approximately one minute to create documentation to establish that paragraph (b) information is

current and publicly available. 163 Respondents would gather, review, and preserve such

documentation no more frequently than once for information specified in paragraph (b)(1) or

paragraph (b)(2), quarterly for information specified in paragraph (b)(3), and no more frequently

than annually for information specified in paragraph (b)(4) and paragraph (b)(5)(i). 164 The

Commission estimates that for the 196 brokers or dealers, one QIDQS, and one RNSA who

would determine the currentness of publicly available paragraph (b) information for purposes of

Rule 15c2-11(f)’s exceptions, as well as comply with Rule 15c2-11’s corresponding record

preservation requirements, 165 the annual PRA burden per respondent would be approximately

340 hours, 166 or approximately 67,310 total annual industry burden hours. 167

Rule 15c2-11(f)(2), (d)(2)(ii)—Determining Availability of the Unsolicited Quotation

Exception and Corresponding Record Preservation Requirements

163

See 2023 PRA Extension. See also 2020 Release, 85 FR 68178–79.

164

The Commission estimates that, once a respondent has gathered, reviewed, and preserved the applicable

paragraph (b) information concerning an equity security, the respondent would not need to do so again,

during this timeframe, for the same equity security. For example, a respondent that determines, for

purposes of satisfying the conditions of paragraph (f)(2)(ii)(B), that the paragraph (b) information

concerning an equity security is current and publicly available would not again, during the applicable

timeframe, need to determine, for purposes of satisfying the conditions of paragraph (f)(3)(i)(C), that the

same paragraph (b) information is current and publicly available.

165

See 17 CFR 240.15c2-11(d)(2)(i), (d)(2)(ii) (describing the relevant recordkeeping requirements).

166

((5,091 issuers for which information is specified in paragraph (b)(1) × 1 minute × 1 response per year) +

(304 issuers for which information is specified in paragraph (b)(2) × 1 minute × 1 response per year) + (352

issuers for which information is specified in paragraph (b)(3) × 1 minute × 4 responses per year) + (9,693

issuers for which information is specified in paragraph (b)(4) × 1 minute × 1 responses per year) + 3,901

issuers for which information is specified in paragraph (b)(5)(i) × 1 minute × 1 response per year)) / 60

minutes per hour = 339.95 hours.

167

339.95 hours × (196 brokers and dealers + one QIDQS + one RNSA) = 67,310.10 hours.

Under the proposed amendments, the conditional exception in paragraph (f)(2) would

continue to apply to brokers’ or dealers’ quotations that represent a customer’s unsolicited order

for an equity security. This exception would continue to be unavailable for unsolicited orders

submitted on behalf of an insider or affiliate of the issuer of an equity security, unless the

applicable paragraph (b) information were current and publicly available. 168 To submit an

unsolicited quotation for an equity security in reliance on this exception, brokers and dealers

would continue to be able to rely upon a written representation from the customer’s broker that

such customer is not a company insider or affiliate of the issuer if certain conditions are met. 169

According to data from OTC Markets Group Inc., there were 11,073,440 quotations published in

reliance on the unsolicited quotation exception in 2024. According to data from Global OTC,

there were 49,387,514 unsolicited quotations published in 2024. 170 The Commission therefore

estimates that, annually, 60,460,954 quotations would be submitted in reliance on the unsolicited

quotation exception and would require brokers and dealers to gather, review, and preserve 171

documentation demonstrating that the quotation does not represent an insider’s or affiliate’s

unsolicited order. The Commission is including all unsolicited customer quotations in its

estimate and estimates that the number would remain consistent on an annual basis for the

purpose of this analysis.

Additionally, the Commission estimates that brokers and dealers would spend

approximately one minute in gathering, reviewing, and preserving such documents and

168

See 17 CFR 240.15c2-11(f)(2)(ii)(B).

169

See 17 CFR 240.15c2-11(f)(2)(iii)(A).

170

See supra note 143.

171

See 17 CFR 240.15c2-11(d)(2)(ii) (describing the relevant recordkeeping requirements).

information. 172 The Commission estimates that, annually, 196 brokers and dealers, would spend

an industry total of approximately 1,007,683 hours in determining whether the unsolicited

quotation exception is available and in complying with its corresponding record preservation

requirement, 173 or approximately 5,141 hours per broker or dealer. 174

Rule 15c2-11(f)(3)(i)(A), (d)(2)(i), (d)(2)(ii)—Determining Frequency of a Priced

Quotation for Availability of the Piggyback Exception and Corresponding Record

Preservation Requirements

Under the proposed amendments, paragraph (f)(3)(i)(A) of Rule 15c2-11 would continue

to require that, in order for a broker or dealer to rely on the rule’s piggyback exception, there be

no more than four business days in succession without a bid or offer priced quotation. To comply

with this requirement, brokers and dealers relying on the piggyback exception, and each QIDQS

or RNSA that makes publicly available determinations regarding the availability of the

piggyback exception, must preserve documents and information regarding this frequency of

priced bid or offer quotation requirement. Consistent with prior estimates, the Commission

estimates that respondents would make determinations regarding the frequency of quotation

requirement once per trading day and take approximately one second to create a record regarding

the frequency of a priced bid or offer quotation, pursuant to paragraph (f)(3)(i) of the rule. 175 The

Commission estimates that 198 respondents 176 would each have an annual burden of

172

This preliminary estimate is consistent with the Commission's previous burden estimate of one minute to

gather, review, and preserve the required documents and records. See 2023 PRA Extension. See also 2020

Release, 85 FR 68179.

173

(60,460,954 quotations × 1 minute) / 60 minutes = 1,007,682.57 hours. Any change in this estimate from

prior Rule 15c2-11 PRA burden estimates is due to changes in certain market metrics over time and/or

changes in data collection methods, and not from the proposed amendments.

174

1,007,682.57 hours / 196 brokers and dealers = 5,141.24 hours per broker or dealer.

175

See 2023 PRA Extension. See also 2020 Release, 85 FR 68180.

176

196 brokers and dealers + 1 QIDQS + 1 RNSA= 198 respondents.

approximately 1,652 hours per year, 177 for an industrywide annual burden of approximately

327,124 hours per year. 178

Rule 15c2-11(f)(3)(i)(B)(1), (d)(2)(i), (d)(2)(ii)—Determining Trading Suspension Status

for Availability of the Piggyback Exception and Corresponding Record Preservation

Requirements

Under the proposed amendments, paragraph (f)(3)(i)(B)(1) of Rule 15c2-11 would

continue to limit the ability of a broker, dealer, QIDQS, or RNSA to rely on the piggyback

exception with respect to a security that is the subject of a trading suspension order issued by the

Commission pursuant to section 12(k) of the Exchange Act until 60 calendar days after the

expiration of such order. The Commission estimates that respondents would create records only

for securities that have been the subject of a trading suspension issued by the Commission

pursuant to section 12(k). In 2025, the Commission issued trading suspensions for twelve

securities. Consistent with prior estimates, the Commission estimates that it would take

respondents one minute to create a record regarding whether a security has been subject to a

trading suspension. 179 Therefore, the Commission estimates that 198 respondents 180 would spend

a total of approximately 40 hours 181 per year complying with this recordkeeping requirement,

resulting in an annual burden of approximately .2 hours per respondent. 182

177

1/3600 (one second) × 252 (trading days per year) × 23,602 (total quoted OTC securities as of Dec. 11,

2025) = 1,652.14 hours per respondent.

178

198 respondents × 1,652.14 hours = 327,123.72 hours.

179

See 2023 PRA Extension. See also 2020 Release, 85 FR 68181.

180

196 broker and dealers + 1 QIDQS + 1 RNSA = 198 respondents.

181

198 respondents × (1/60 hour) × 12 securities = 39.6 hours.

182

39.6 hours / 198 respondents = .2 hours.

Rule 15c2-11(f)(3)(i)(B)(2), (d)(2)(i), (d)(2)(ii)—Determining Shell Company Status for

Availability of the Piggyback Exception and Corresponding Record Preservation

Requirements

Under the proposed amendments, paragraph (f)(3)(i)(B)(2) of Rule 15c2-11 would

continue to eliminate eligibility for the piggyback exception for quotations for securities of shell

companies that are published or submitted 18 months following the publication or submission of

the initial priced quotation for such issuer’s security in an IDQS. Consistent with prior estimates,

the Commission estimates that how often respondents would determine whether the issuer of an

equity security is a shell company, as required by paragraph (f)(3)(i)(B)(2) of the piggyback

exception, depends on how frequently the applicable paragraph (b) information is filed (in the

EDGAR system) or made current and publicly available. The Commission estimates that each

respondent would continue to spend, on average, one minute per issuer in making a shell

company determination and preserving applicable documentation. 183 Accordingly, the

Commission estimates that each respondent would spend approximately 180 hours, annually, in

determining whether an equity security’s issuer is a shell company, 184 or approximately 35,555

hours across all respondents. 185

Rule 15c2-11(f)(5)(i), (d)(2)(i), (d)(2)(ii)—Determining Availability of the ADTV and

Asset Test Exception and Corresponding Record Preservation Requirements – ADTV Test

183

See 17 CFR 240.15c2-11(d)(2)(i), (d)(2)(ii) (describing the relevant recordkeeping requirements). This

preliminary estimate is consistent with the Commission's previous burden estimate of one minute per

determination. See 2023 PRA Extension. See also 2020 Release, 85 FR 68180.

184

((2,503 issuers for which information is specified in paragraph (b)(1), paragraph (b)(2), paragraph (b)(3), or

paragraph (b)(4) × 1 minute × 4 responses per year) + (654 issuers for which information is specified in

paragraph (b)(5)(i) × 1 minute × 1 responses per year)) / 60 minutes = 179.57 hours.

185

179.57 hours × (196 brokers and dealers + one QIDQS + one RNSA) = 35,554.86 hours. Any change in

this estimate from prior Rule 15c2-11 PRA burden estimates is due to changes in certain market metrics

over time and/or changes in data collection methods, and not from the proposed amendments.

Under the proposed amendments, paragraph (f)(5) of Rule 15c2-11 would continue to

except securities with (i) a worldwide average daily trading volume value of at least $100,000

reported during the 60 calendar days immediately before the publication of the quotation of such

security (“ADTV Test”) and (ii) the issuer of such security has at least $50 million in total assets

and $10 million in shareholders’ equity as reflected in the issuer’s publicly available audited

balance sheet issued within six months after the end of its most recent fiscal year (“Asset Test”).

The Commission estimates that there are approximately 472 securities that meet the paragraph

(f)(5) ADTV and Asset tests. 186 The Commission estimates that, through an automated process

needing minimal direct human intervention, it would take approximately one second for a

respondent to gather, review, and preserve documents and information that demonstrate that the

requirements of the ADTV Test have been met, 187 and that each respondent would do this 252

times a year (i.e., each trading day). 188 Accordingly, each respondent would spend approximately

33 hours 189 in determining whether the ADTV Test is met, or approximately 6,542 hours across

all respondents. 190

Rule 15c2-11(f)(5)(ii), (d)(2)(i), (d)(2)(ii)—Determining Availability of the ADTV and

Asset Test Exception and Corresponding Record Preservation Requirements – Asset Test

186

See 2023 PRA Extension. See also 2020 Release, 85 FR 68181, 68190 n.684. The Commission estimates

that approximately 472 (2%) of quoted OTC securities would be eligible for the ADTV and assets

exception. 23,602 total quoted OTC securities as of Dec. 11, 2025 × 2% = 472 securities eligible for the

ADTV value and asset test exception.

187

This preliminary estimate differs from the Commission's previous burden estimate of one minute per

record. See 2023 PRA Extension. See also 2020 Release, 85 FR 68181. This decrease in estimated burden

per response is explained by the increased automation and accessibility of global trade volume data for

OTC securities and is not a product of the proposed amendments.

188

Respondents would likely make such determination as often as each trading day on which a quotation for

an equity security could be published (or 252 times per year) because the test would require that the ADTV

value be calculated for a specified period immediately preceding the publication of a quotation of the

equity security. See 17 CFR 240.15c2-11(f)(5)(i).

189

(252 trading days per year × 472 equity securities × 1 second) / 3,600 seconds = 33.04 hours.

190

33.04 hours × (196 brokers and dealers + one QIDQS + one RNSA) = 6,541.92 hours.

As stated above, the Commission estimates that there are approximately 472 securities

that meet the paragraph (f)(5) ADTV and Asset Tests. 191 Consistent with prior estimates, the

Commission estimates it would take one minute to create documentation supporting respondents’

reliance on the Asset Test prong of the exception and that a respondent would do this once

annually per issuer. 192 Accordingly, each respondent would spend approximately 8 hours 193 on

this information collection annually, for an annual industrywide burden of approximately 1,558

hours per year. 194

Under the proposed amendments to Rule 15c2-11, paragraph (f)(7) would continue to

provide an exception for any broker’s or dealer’s quotation that is published pursuant to a

QIDQS’s or an RNSA’s publicly available determination that an exception in paragraph (f)(1),

paragraph (f)(3)(i), or paragraph (f)(5) is available with respect to an equity security. As

discussed above, in this Part V.F.2, any respondent that determines whether the conditions of the

exception in paragraph (f)(3)(i) or paragraph (f)(5) are met would continue to incur PRA burdens

in compiling documents to reach that determination and in preserving corresponding records. 195

Accordingly, any QIDQS or RNSA that makes a publicly available determination that the

exception in paragraph (f)(3)(i) or paragraph (f)(5) is available for an equity security would incur

PRA burdens consistent with the discussion above, in this Part V.F.2. The PRA burdens that

would be incurred by brokers and dealers in publishing quotations for equity securities in

191

See 2020 Release, 85 FR 68181, 68190 n.684. The Commission estimates that approximately 472 (two

percent) of quoted OTC securities would be eligible for the ADTV and assets exception. 23,602 total

quoted OTC securities as of Dec. 11, 2025 × 2 percent = 472 securities eligible for the ADTV value and

asset test exception (rounded to the nearest whole number).

192

See 2023 PRA Extension. See also 2020 Release, 85 FR 68181.

193

472 securities × 1 minute / 60 minutes = 7.87 hours.

194

7.87 hours × 198 respondents = 1,558.26 hours.

195

See 17 CFR 240.15c2-11(d)(2)(i), (d)(2)(ii) (describing the applicable recordkeeping requirements).

reliance on any such publicly available determination concerning an equity security are discussed

below, in Part V.F.3.

3. Burden Estimates Related to Other Record Preservation

Requirements

Under the proposed amendments, Rule 15c2-11’s record preservation requirements would

continue to apply to records concerning brokers’ or dealers’ quotations for equity securities and

any QIDQS’s or RNSA’s publicly available determinations (made pursuant to paragraph

(a)(2)(iv) or paragraph (a)(3)) regarding equity securities. The estimates discussed herein address

PRA burden estimates not already discussed above, in Parts V.F.1 and V.F.2. These estimates are

for PRA burdens incurred by brokers or dealers in preserving records related to their (1)

initiation of a quoted market in an equity security based on a QIDQS’s publicly available

determination that it satisfied Rule 15c2-11’s information gathering and review requirements

pursuant to paragraph (a)(1)(ii) and (2) publication or submission of quotations pursuant to

paragraph (a)(3) for equity securities in reliance on a QIDQS’s or an RNSA’s publicly available

determination described in paragraph (f)(2)(iii)(B), paragraph (f)(3)(ii)(A), or paragraph (f)(7). 196

Rule 15c2-11(d)(1)(ii)—Record Preservation Requirements for Brokers and Dealers

Relying On Publicly Available Determinations Described in Paragraph (a)(2)(iv)

Under the proposed amendments to Rule 15c2-11, any broker or dealer that initiates (or

resumes) a quoted market in an equity security in reliance on a QIDQS’s publicly available

determination regarding its satisfaction of Rule 15c2-11’s information gathering and review

requirements pursuant to paragraph (a)(1)(ii) would continue to be required under paragraph

196

As discussed above, in Part II, the proposed amendments would not change any of the rule’s requirements

or conditions as they apply to quotations for equity securities. The Commission therefore does not expect

that any broker, dealer, QIDQS, or RNSA would incur an initial PRA burden under the proposed

amendments.

(d)(1)(ii) to preserve records of the name of the QIDQS that made the publicly available

determination. Because the information required to satisfy this requirement must be publicly

available, the Commission estimates that each broker or dealer publishing an initial quotation in

reliance on a QIDQS’s publicly available determination made pursuant to paragraph (a)(2)(iv)

would incur a PRA burden by spending approximately one minute in creating each record 197 (or

1.87 hours annually per broker and dealer). 198 The Commission estimates that the aggregate

annual PRA burden related to this information collection would be approximately 144 hours

across 77 brokers and dealers. 199

Rule 15c2-11(d)(2)(ii)—Record Preservation Requirements For Brokers and Dealers

Relying On Publicly Available Determinations Described in Paragraph (a)(3)

Under the proposed amendments to Rule 15c2-11, any broker or dealer that relies on a

QIDQS’s or an RNSA’s publicly available determination described in paragraph (f)(2)(iii)(B),

paragraph (f)(3)(ii)(A), or paragraph (f)(7) to quote an equity security would continue to be

required to preserve the name of the QIDQS or RNSA that made the determination. Any broker

or dealer that relies on a publicly available determination pursuant to paragraph (f)(7) to quote an

equity security would also continue to be required to preserve a record of the exception provided

in paragraph (f)(1), paragraph (f)(3)(i), or paragraph (f)(5) for which the publicly available

determination was made. The Commission estimates that brokers and dealers would compile,

197

This preliminary estimate is consistent with the Commission's previous burden estimate of one minute per

record. See 2023 PRA Extension. See also 2020 Release, 85 FR 68182.

198

112 equity securities for which a QIDQS filed a Form 211 pursuant to FINRA Rule 6432(b) in 2024 × 1

minute / 60 minutes = 1.87 hours.

199

112 equity securities for which a QIDQS filed a Form 211 pursuant to FINRA Rule 6432(b) in 2024 ×1

minute × 77 brokers and dealers that may rely on a QIDQS’s publicly available determination) / 60 minutes

= 143.73 hours. Any change in this estimate from prior Rule 15c2-11 PRA burden estimates is due to

changes in certain market metrics over time and/or changes in data collection methods, and not from the

proposed amendments.

through an automated process needing minimal direct human intervention, if any, records

required by paragraph (d)(2)(ii) each trading day, spending approximately one second per record.

This preliminary estimate is consistent with the Commission's previous burden estimate of one

second per record. 200 The 196 brokers and dealer respondents therefore would have an estimated

aggregate annual information collection burden of approximately 323,819 hours, 201 or

approximately 1,652 hours per respondent. 202

4. Burden Estimates Related to Rule 15c2-11(a)(3)—QIDQS or RNSA

Written Policies and Procedures for Making Publicly Available

Determinations

Under the proposed amendments to Rule 15c2-11, any QIDQS or RNSA that makes a

publicly available determination pursuant to paragraph (a)(3) of Rule 15c2-11 would continue to

be required to update its written policies and procedures to address equity securities as defined in

Rule 3a11-1. 203 The Commission has preliminarily estimated, for the purposes of this release,

that its previous annual burden estimate of 10 hours per respondent to review and update these

written policies and procedures continues to be reasonable and takes account of any updates that

would be needed to address the proposed amendments. 204

Based on available data that was submitted to FINRA pursuant to Supplementary

Material .02 to FINRA Rule 6432, in 2024, one QIDQS made publicly available determinations

200

See 2023 PRA Extension. See also 2020 Release, 85 FR 68183.

201

(196 brokers and dealers) × (1/3600 hour (one second)) × (252 trading days per year) × (23,602 unique

OTC securities with at least one published quotation) = 323,819.44 hours. Any change in this estimate from

prior Rule 15c2-11 PRA burden estimates is due to changes in certain market metrics over time and/or

changes in data collection methods, and not from the proposed amendments.

202

323,819.44 hours / 196 brokers and dealers = 1,652.14 hours.

203

See supra note 82.

204

See 2023 PRA Extension. See also 2020 Release, 85 FR 68182.

pursuant to paragraph (a)(3) of Rule 15c2-11, while the one RNSA has not made any publicly

available determinations pursuant to paragraph (a)(3) of Rule 15c2-11. The Commission

therefore estimates that the total annual PRA burden of the information collection associated

with satisfying paragraph (a)(3)’s requirements for making publicly available determinations

would be 10 hours. 205

G. Collection of Information Would Be Mandatory

Under the proposed amendments to Rule 15c2-11, the information collections for the

information gathering and review requirements pursuant to paragraph (a)(1) and record

preservation requirements pursuant to paragraph (d) would continue to be mandatory if a broker

or dealer publishes a quotation for an equity security, or if a QIDQS makes a publicly available

determination pursuant to paragraph (a)(2)(iv). Additionally, the information collections

involving documentation supporting the conditions of an exception would continue to be

mandatory if a broker or dealer publishes any quotation for an equity security in reliance on an

exception in paragraph (f) of Rule 15c2-11 or if a QIDQS or RNSA makes a publicly available

determination pursuant to paragraph (a)(3).

H. Confidentiality of Responses to Collection of Information

The Commission typically would not receive confidential information as a result of these

information collections. To the extent that the Commission receives, through its examination and

oversight program, through an investigation, or by some other means, records or disclosures that

are not publicly available, from any respondent supporting, as applicable, its satisfaction of the

information gathering and review requirements, reliance on an exception or a publicly available

205

One QIDQS × 10 hours = 10 hours. As discussed above, in Part II, the proposed amendments would not

change any of the rule’s requirements or conditions as they apply to quotations for equity securities. The

Commission therefore does not expect that the QIDQS would incur an initial PRA burden under the

proposed amendments.

determination, or making of a publicly available determination, such information would be kept

confidential, subject to the provisions of applicable law.

I. Retention Period for Record Preservation Requirement

Under the proposed amendments to paragraph (d)(1) of Rule 15c2-11, any broker or

dealer that initiates (or resumes) a quoted market in an equity security, or any QIDQS that

undertakes to satisfy Rule 15c2-11’s information gathering and review requirements concerning

an equity security, would continue to be required to preserve the applicable documents and

information, for a period of not less than three years, the first two years in an easily accessible

place. Under paragraph (d)(2) of Rule 15c2-11, any broker or dealer publishing or submitting

any quotation for an equity security, or any QIDQS or RNSA making a publicly available

determination pursuant to proposed paragraphs (f)(2)(iii)(B), (f)(3)(ii)(A), or (f)(7) of Rule 15c211, would continue to be required to preserve the applicable documents and information, for a

period of not less than three years, the first two years in an easily accessible place. 206

J. Request for Comment

Pursuant to 44 U.S.C. 3506(c)(2)(B), the Commission solicits comments to (1) evaluate

whether the proposed collections of information are necessary for the proper performance of the

functions of the Commission, including whether the information would have practical utility; (2)

evaluate the accuracy of the Commission’s estimate of the burden of the proposed collections of

information; (3) determine whether there are ways to enhance the quality, utility, and clarity of

the information to be collected; and (4) determine whether there are ways to minimize the burden

206

The proposed amendments would revise Rule 15c2-11 to refer to only “equity securities,” as defined in

Rule 3a11-1, but would not otherwise change the existing retention periods required under existing Rule

15c2-11(d)(1) and (d)(2).

of the collections of information on those who are to respond, including through the use of

automated collection techniques or other forms of information technology.

Q19.

Do the Commission’s estimates in Part V.D accurately capture the number of

respondents who would be subject to PRA burdens under Rule 15c2-11 if it is

amended to refer to only equity securities, as defined in Rule 3a11-1? Please

explain.

Q20.

Do the Commission’s estimates in Part V.F accurately estimate the number of

PRA burden hours for respondents under Rule 15c2-11 if it is amended to refer to

only equity securities, as defined in Rule 3a11-1? Are any PRA burden estimates

too low or too high? Please explain.

Q21.

How would Rule 15c2-11 compliance tools or data products be updated to address

the proposed amendments? If the section 3(a)(11) definition of “equity securities”

were instead referenced, how would these tools or products be updated? Would

having to update these tools or products increase or decrease the PRA burden

estimates included in Part V.F? Would reliance on these updated tools increase or

decrease the PRA burden estimates included in Part V.F? Please explain.

Q22.

Are there any additional costs or burdens that respondents would incur under the

proposed amendments? Please explain.

Q23.

The Commission recognizes that some respondents may choose to utilize thirdparty vendors for purposes of complying with Rule 15c2-11’s information

gathering and review requirements or making certain determinations, such as

whether paragraph (b) information is current and publicly available or whether

certain rule exceptions are available, rather than conduct these activities

themselves. The PRA burden estimates included in this release are based on

respondents gathering applicable documents and information to conduct these

activities, internally, without the use of third-party vendors, because the

Commission lacks information from which to form a more precise estimate of the

proportion of respondents who would use third-party vendors. The Commission

welcomes comments on this approach, including the likelihood, burdens, and

costs of using third-party vendors for these purposes.

Persons submitting comments on the collection of information requirements should direct

them to the Office of Management and Budget, Attention: Desk Officer for the Securities and

Exchange Commission, Office of Information and Regulatory Affairs, Washington, DC 20503,

and should also send a copy of their comments to Secretary, Securities and Exchange

Commission, 100 F Street NE, Washington, DC 20549-1090, with reference to File Number S72026-08. Requests for materials submitted to OMB by the Commission with regard to this

collection of information should be in writing, with reference to File Number S7-2026-08 and be

submitted to the Securities and Exchange Commission, Office of FOIA/PA Services, 100 F Street

NE, Washington, DC 20549-2736. As OMB is required to make a decision concerning the

collection of information between 30 and 60 days after publication, a comment to OMB is best

assured of having its full effect if OMB receives it within 30 days of publication.

VI.

Present Values and Annualized Values of Monetized Benefits and Costs

In addition to discussing the benefits, costs, and reasonable alternatives in the Economic

Analysis in Part IV, consistent with the requirements of Executive Order 12866, and estimating

burdens under the PRA in Section V, the Commission reports estimated total monetized benefits

and costs for all affected entities in two ways specified in OMB Circular A-4. 207 These additional

analyses include only benefits and costs that are monetized in the Economic Analysis and thus do

not encompass all of the proposed amendments’ benefits and costs. The two presentations are

intended to address the fact that the various benefits and costs of the proposed amendments

would not accrue at the same point in time; rather, benefits and costs that accrue sooner are

generally more valuable than those that occur later in time. 208

We report below (1) the present values of expected benefits and costs that are monetized

in our economic analysis over a 10-year time horizon, starting in 2026, as well as (2) the

annualized values over the same time horizon that are derived from the present values. This 10year time horizon represents the period over which the principal benefits and costs that are

monetized in the Economic Analysis are expected to accrue. 209 The present values and

annualized values account for the timing of benefits and costs through discounting, which is a

procedure that accounts for the time value of money. 210

207

See Exec. Order No. 12866 (Sept. 30, 1993), 58 FR 51735, 51741 (Oct. 4, 1993) (requiring agencies to

provide an analysis of benefits, costs, and regulatory alternatives to OIRA for significant regulatory

actions); OMB, CIRCULAR A-4, at 31–34, 45 (Sept. 17, 2003) (providing guidance to agencies regarding

compliance with Executive Order 12866). See also Exec. Order No. 14215 (Feb. 18, 2025), 90 FR 10447,

10448 (Feb. 24, 2025) (requiring independent agencies to comply with Exec. Order No. 12866). In

addition, Executive Order 14192 requires agencies to provide their best approximation of the total costs or

savings associated with each new regulation or repealed regulation consistent with the analyses required by

Executive Order 12866. See Exec. Order No. 14192 (Jan. 31, 2025), 90 FR 9065, 9066 (Feb. 6, 2025).

Although Circular A-4 applies to only significant regulatory actions under section 3(f) of Executive Order

12866 and OIRA has determined this rulemaking is not significant, we are providing these additional

analyses in this release to promote transparency and comparability of aggregated monetized benefits and

costs across our rulemakings. See supra Part IV.

208

See OMB, CIRCULAR A-4, at 32.

209

See id. at 31 (stating that “[t]he ending point should be far enough in the future to encompass all the

significant benefits and costs likely to result from the rule”). For the purposes of this analysis, we assume

the effective date of the proposed amendments, as well as the start year for the analysis’s 10-year time

horizon, is the present year.

210

See id. at 32 (“The Rationale for Discounting”) & 45 (“Treatment of Benefits and Costs over Time”). See

also OIRA, REGULATORY IMPACT ANALYSIS: A PRIMER, at 11 (Aug. 15, 2011), available at

https://www.reginfo.gov/public/jsp/Utilities/circular-a-4_regulatory-impact-analysis-a-primer.pdf (“To

provide an accurate assessment of benefits and costs that occur at different points in time or over different

Table 1 reports the discounted present values of monetized benefits and costs, combining

one-time and recurring monetized benefits and costs, for all affected entities. This analysis uses

annual real discount rates of 3 percent and 7 percent over a 10-year time horizon, starting in

2026. 211 As discussed above, the Commission does not estimate any monetized benefits or costs

because the Commission is unable to quantify the expected effects because it lacks data

necessary to fully quantify effects for securities that are not equity securities as defined in Rule

3a11-1.

Table 1: Present Discounted Value of Monetized Benefits and Costs

over 10 Years from 2026 to 2035 (2025 Dollars)a

Estimated Effects

Benefits

Costs

3% real discount rate

Not monetized

7% real discount rate

Not monetized

Notes:

This Table includes only benefits and costs that are monetized. As discussed in Economic Analysis, in Part IV,

there are other benefits and costs that the Commission is not able to monetize.

Table 2 reports annualized monetized benefits and costs using real discount rates of 3

percent and 7 percent over a 10-year horizon. 212 The lump sum present values of monetized

benefits and costs reported in Table 1 are converted in Table 2 into a constant stream of

time horizons, an agency should use discounting. Agencies should provide benefit and cost estimates using

both 3 percent and 7 percent annual discount rates expressed as a present value as well as annualized.”);

HARVEY S. ROSEN & TED GAYER, PUBLIC FINANCE 151 (8th ed. 2008) (defining present value as “the value

today of a given amount of money to be paid or received in the future”).

211

This approach is consistent with OMB Circular A-4. See CIRCULAR A-4, at 31–34 (stating that, “[f]or

regulatory analysis, [agencies] should provide estimates of net benefits using both 3 percent and 7 percent”

discount rates and discussing why those rates are reasonable default rates). Also, we use a mid-year

discount rate. See OMB, CIRCULAR A-94, at 21–22 (Oct. 19, 1992) (stating that, “When costs and benefits

occur in a steady stream, applying mid-year discount factors is more appropriate.”).

212

This approach is consistent with the recommended treatment of benefits and costs over time in Circular A4. See id. at 45 (“You should present annualized benefits and costs using real discount rates of 3 and 7

percent”).

annualized benefits and costs over a 10-year time horizon, starting in 2026. 213 Annualized

benefits and costs may differ from the recurring monetized annual benefits and costs discussed

earlier in this economic analysis because they incorporate the timing of benefits and costs,

through discounting, and combine one-time and recurring benefits and costs. 214

Table 2: Annualized Monetized Benefits and Costs

over 10 Years from 2026 to 2035 (2025 Dollars)a

Estimated Effects

Benefits

Costs

3% real discount rate

Not monetized

7% real discount rate

Not monetized

Notes:

This Table includes only benefits and costs that are monetized. As discussed in the Economic Analysis in Part

IV, there are other benefits and costs that the Commission is not able to monetize.

In sum, Tables 1 and 2 report in two alternative ways expected total benefits and costs,

across all affected entities, which are monetized in our Economic Analysis in Part IV, using real

discount rates of 3 percent and 7 percent over a 10-year time horizon.

VII.

Regulatory Flexibility Act Certification

The Regulatory Flexibility Act of 1980 (“RFA”) requires the Commission, when issuing

a rulemaking proposal, to prepare and make available for public comment an initial regulatory

flexibility analysis (“IRFA”) that describes the impact of the proposed rule on small entities, 215

unless the Commission certifies that the rule, if adopted, would not have a significant economic

impact on a substantial number of small entities. 216 Pursuant to 5 U.S.C. 605(b), the Commission

213

For each discount rate, the annualized monetized benefits (costs, respectively) in Table 2 represent the

constant annual stream of benefits (costs, respectively) whose present value over the 10-year horizon

equates the corresponding present value in Table 1.

214

The annualized benefits and costs present these values over the 10-year time horizon, starting in present

year, even if recurring annual benefits and costs would actually start to be incurred at a later date due to

compliance periods.

215

5 U.S.C. 603(a).

216

5 U.S.C. 605(b).

hereby certifies that the proposed amendments to Rule 15c2-11 would not, if adopted, have a

significant economic impact on a substantial number of small entities.

Small entities include broker-dealers with total capital (net worth plus subordinated

liabilities) of less than $500,000 on the date in the prior fiscal year as of which its audited

financial statements were prepared pursuant to Rule 17a-5(d) under the Exchange Act, 217 or, if

not required to file such statements, a broker-dealer who had total capital (net worth plus

subordinated liabilities) of less than $500,000 on the last day of the preceding fiscal year (or in

the time it has been in business, if shorter), and is not affiliated with any person (other than a

natural person) who is not a small business or small organization. 218 A small business or small

organization, for purposes of “issuers” or “person” other than an investment company, is defined

as a person who, on the last day of its most recent fiscal year, had total assets of $5 million or

less. 219

The proposed amendments to Rule 15c2-11 impact brokers and dealers that publish or

submit quotations for securities in a quotation medium. Based on a review of available data

involving those broker and dealers, the Commission does not believe that any of them are small

entities because they either exceed $500,000 in total capital or are affiliated with a person that is

not a small entity as defined in Rule 0-10. It is possible that in the future a small entity may

become impacted by the rule and the proposed amendments. Based on experience with brokerdealers that participate in this market, however, the Commission preliminarily believes that this

scenario will be unlikely because firms that enter the market are likely to exceed $500,000 in

total capital or be affiliated with a person that is not a small entity.

217

See 17 CFR 240.17a-5(d).

218

See 17 CFR 240.0-10(c).

219

17 CFR 242.0-10(a).

The Commission encourages written comments on the certification. The Commission

solicits comment as to whether the proposed rule could have an effect on small entities that has

not been considered. The Commission asks that commenters describe the nature of any impact on

small entities and provide empirical data to support the extent of the impact.

VIII.

Congressional Review Act

For purposes of Subtitle E of the Small Business Regulatory Enforcement Fairness Act of

1996 (also known as the Congressional Review Act), 220 the Commission must seek OMB’s

determination as to whether a final regulation constitutes a “major” rule. Under the

Congressional Review Act, a rule is considered “major” where, if adopted, it results in or is

likely to result in:

•

An annual effect on the economy of $100 million or more;

•

A major increase in costs or prices for consumers or individual industries; or

•

Significant adverse effects on competition, investment, or innovation. 221

To help inform OMB’s determination as to whether any final rule that results from the

proposal would be a “major rule”, the Commission requests comment and data on:

•

The potential effect on the U.S. economy on an annual basis;

•

Any potential increase in costs or prices for consumers or individual industries;

and

•

Any potential effect on competition, investment, or innovation.

Commenters are requested to provide empirical data and other factual support for their

views to the extent possible.

220

See 5 U.S.C. chapter 8.

221

See 5 U.S.C. 804(2) defining “major rule.”

IX.

Other Matters

The Office of Management and Budget has determined that this action is not a significant

regulatory action as defined in Executive Order 12866, as amended, and therefore it was not

subject to Executive Order 12866 review.

Statutory Authority

The rule amendments contained in this release are being proposed under the authority set

forth in sections 3, 10(b), 15(c), 15(h), 17(a), 23(a), and 36 of the Securities Exchange Act of

1934 [15 U.S.C. 78c, 78j(b), 78o(c), 78o(g), 78q(a), 78w(a), and 78mm].

List of Subjects in 17 CFR Part 240

Brokers; Fraud; Reporting and recordkeeping requirements; Securities.

Text of Rule Amendments

For the reasons set forth in the preamble, the Commission is proposing to amend title 17,

chapter II of the Code of Federal Regulations as follows:

PART 240—GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT

OF 1934

1. The authority citation for part 240 continues to read as follows:

Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 77eee, 77ggg, 77nnn, 77sss,

77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f, 78g, 78i, 78j, 78j-1, 78j-4, 78k, 78k-1, 78l, 78m, 78n,

78n-1, 78o, 78o-4, 78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78dd, 78ll, 78mm, 80a-20,

80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 1681w(a)(1), 6801-6809, 6825, 7201 et seq., and

8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; and Pub. L. 111-203, 939A,

124 Stat. 1376 (2010); and Pub. L. 112-106, sec. 503 and 602, 126 Stat. 326 (2012), unless

otherwise noted.

*****

Section 240.15c2-11 also issued under 15 U.S.C. 78j(b), 78o(c), 78q(a), and 78w(a).

*****

1. Amend § 240.15c2-11 by revising paragraphs (a)(1), (b)(3)(v), (b)(4), (b)(5)(i)(D),

(b)(5)(i)(E), (b)(5)(i)(F), (b)(5)(i)(P), (b)(5)(ii), (c), (d)(1)(i)(A), (d)(1)(i)(B), (d)(2)(ii), (e)(5),

(f)(1), (f)(3)(i)(A), (f)(3)(i)(B), (f)(3)(i)(B)(2), (f)(3)(i)(C), (f)(3)(ii), (f)(4), (f)(5)(i), (f)(5)(ii),

(f)(6) and (f)(7) to read as follows:

§ 240.15c2-11 Publication or submission of quotations without specified information.

(a) * * *

(1) Brokers or dealers. A broker or dealer to publish any quotation for an equity security

as defined in § 240.3a11-1 of this chapter or, directly or indirectly, to submit any such quotation

for publication, in any quotation medium, unless:

*****

(b)(3) * * *

(v) An annual statement referred to in section 12(g)(2)(G)(i) of the Act (in the case of an

issuer of an equity security that falls within the provisions of section 12(g)(2)(G) of the Act); or

(4) A copy of the information that, since the first day of its most recently completed fiscal

year, the issuer has published as required to establish the exemption from registration under

section 12(g) of the Act pursuant to § 240.12g3-2(b) of this chapter, which the broker or dealer

must make available upon the request of a person expressing an interest in a proposed transaction

in the issuer’s equity security with the broker or dealer, such as by providing the requesting

person with appropriate instructions regarding how to obtain the information electronically; or

(b)(5)(i) * * *

(D) The title, class, and ticker symbol (if assigned) of the equity security;

(E) The par or stated value of the equity security;

(F) The number of shares or total amount of the equity securities outstanding as of the

end of the issuer’s most recent fiscal year;

***

(P) Whether the quotation is being submitted or published, directly or indirectly, by or on

behalf of the issuer or a company insider and, if so, the name of such person and the basis for any

exemption under the Federal securities laws for any sales of such equity securities on behalf of

such person.

(ii) The broker or dealer must make the documents and information specified in

paragraph (b)(5)(i) of this section available upon the request of a person expressing an interest in

a proposed transaction in the issuer’s equity security with the broker or dealer, such as by

providing the requesting person with appropriate instructions regarding how to obtain such

publicly available documents and information electronically. If such information is made

available to others upon request pursuant to this paragraph, such delivery, unless otherwise

represented, shall not constitute a representation by such broker or dealer that such information is

accurate but shall constitute a representation by such broker or dealer that the information is

current in relation to the day the quotation is submitted, the broker or dealer has a reasonable

basis under the circumstances for believing the information is accurate in all material respects,

and the information was obtained from sources that the broker or dealer has a reasonable basis

under the circumstances for believing are reliable. The documents and information specified in

paragraph (b)(5) of this section must be reviewed where paragraphs (b)(1) through (4) of this

section do not apply to such issuer. For purposes of compliance with paragraph (a)(1)(i)(B) or

(a)(2)(ii) of this section, the documents and information specified in paragraph (b)(5) of this

section must be reviewed for an issuer for which the documents and information specified in

paragraph (b)(1), (2), (3), or (4) of this section regarding such issuer are not current.

is within the provisions of this section, the broker or dealer submitting or publishing such

quotation, or any qualified interdealer quotation system that makes known to others the quotation

of a broker or dealer pursuant to paragraph (a)(2) of this section, shall have in its records the

following documents and information:

***

(d) * * *

(1)(i) * * *

(A) Any broker or dealer that publishes or submits a quotation pursuant to paragraph

(a)(1) of this section for an equity security; or

(B) Any qualified interdealer quotation system that makes known to others the quotation

of a broker or dealer pursuant to paragraph (a)(2) of this section for an equity security;

***

(d) * * *

(2) * * *

(ii) Any broker or dealer that publishes or submits a quotation pursuant to paragraph (f)

of this section; Provided, however, That any broker or dealer that relies on a publicly available

determination described in paragraph (f)(2)(iii)(B) or (f)(3)(ii)(A) of this section shall preserve

only a record of the name of the qualified interdealer quotation system or registered national

securities association that determined whether the documents and information specified in

paragraph (b) of this section are current and publicly available in addition to the documents and

information that demonstrate that the other requirements of the exception provided in paragraph

(f)(2) or (3), respectively, are met; and that any broker or dealer that relies on a publicly available

determination described in paragraph (f)(7) of this section shall preserve only a record of the

exception provided in paragraph (f)(1), (f)(3)(i), or (f)(5) for which the publicly available

determination is made and the name of the qualified interdealer quotation system or registered

national securities association that determined that the requirements of that exception are met.

***

(e) * * *

(5) Publicly available shall mean available on EDGAR; on the website of a state or

Federal agency, a qualified interdealer quotation system, a registered national securities

association, an issuer, or a registered broker or dealer; or through an electronic information

delivery system that is generally available to the public in the primary trading market of a foreign

private issuer as defined in § 240.3b-4 of this chapter; Provided, however, that publicly

available shall mean where access is not restricted by user name, password, fees, or other

restraints.

***

(f) * * *

(1) The publication or submission of a quotation for an equity security that is admitted to

trading on a national securities exchange and that is traded on such an exchange on the same day

as, or on the business day next preceding, the day the quotation is published or submitted.

***

(3)(i)(A) The publication or submission, in an interdealer quotation system that

specifically identifies as such unsolicited customer indications of interest of the kind described in

paragraph (f)(2) of this section, of a quotation for an equity security that has been the subject of a

bid or offer quotation (exclusive of any identified

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