Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),^[1] and Rule 19b-4 thereunder,^[2] notice is hereby given that on April 28, 2026, The Nasdaq Stock Market LLC (“Nasdaq” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule change as described in Items I, II, and III, below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The Exchange proposes to extend further the previously designated date of April 30, 2026 by which service for existing customers with a dedicated GPS antenna under General 8, Section 1(d) (Co-Location Services) will terminate and all dedicated GPS antennas must be removed, as described further below.

The text of the proposed rule change is available on the Exchange's website at https://listingcenter.nasdaq.com/​rulebook/​nasdaq/​rulefilings, and at the principal office of the Exchange.

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

In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements.

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

1. Purpose

The Exchange offers a Global Positioning System (“GPS”) antenna service, which allows customers that co-locate their servers and equipment within the Exchange's original data center (“NY 11”) in Carteret, NJ to synchronize their time recording systems to the U.S. Government's GPS network time (the “Service”). GPS network time is the atomic time scale implemented by the atomic clocks in the GPS ground control stations and GPS satellites. Each GPS satellite contains multiple atomic clocks that contribute precise time data to the GPS signals. GPS receivers decode these signals, synchronizing the receivers to the atomic clocks. A GPS antenna serves as a time signal receiver and feeds a primary clock device the GPS network time using precise time data. Firms can use the precise time data provided by the GPS antenna to time-stamp transactional information. Time synchronization services are well established in the U.S. and utilized in many areas of the U.S. economy and infrastructure. The Service is not novel to the securities markets, or to the Exchange.

Historically, the Exchange has offered connectivity to a GPS antenna via two options: over shared infrastructure or a dedicated antenna.^[3]

Fees for such GPS antenna services are as follows. The installation fee for the shared connection is $900, and the monthly fee for that service is $600.^[4] The installation fee for existing clients of the dedicated GPS antenna is $1,500 and the monthly fee for that service is $600.^[5]

The Exchange previously submitted a filing to terminate the dedicated GPS antenna option and associated fee and designate April 1, 2026, as the date by which the dedicated GPS antenna service would be terminated and all dedicated GPS antennas would be required to be removed.^[6] Pursuant to that proposal, the Service for existing customers with a dedicated GPS antenna was due to terminate as of April 1, 2026, and all dedicated GPS antennas would have been required to be removed by such date.^[7] In a subsequent filing, the Exchange extended the designated termination date to April 30, 2026, to facilitate a more coordinated and orderly transition for customers migrating to the shared GPS service.^[8] Customers that want to continue to use the Service can request the shared GPS antenna service.

For the reasons discussed below, the Exchange now proposes to designate a longer period of time for termination of the dedicated GPS antenna service and associated fee. Specifically, the Exchange anticipates retiring the dedicated GPS antenna service by the end of May 2026, and proposes to announce the new retirement date in an email to customers' Customer Portal Accounts at least 10 business days in advance of retiring the service. As proposed, the Exchange would continue to assess and charge existing customers of the dedicated GPS antenna service the established recurring monthly fee of ( printed page 24950) $600.00 ^[9] for that service until the retirement date announced in such Equity Trader Alert,^[10] prorating such fees as appropriate. The Exchange would not charge customers the established installation fee for such service during the proposed extension period because as of September 30, 2025, the Exchange no longer permits new orders for the dedicated GPS antenna service.^[11] Continuing with the service until the announced retirement date is voluntary, and customers are free to terminate the dedicated GPS antenna service at any time before the announced retirement date.

As background, the Exchange previously extended the designated termination date from April 1, 2026 to April 30, 2026, due to delays in receipt of the necessary infrastructure to support the newly robust shared GPS network, which caused the completion date for the new shared GPS antenna offering to move from March 1, 2026, to March 27, 2026. The Exchange has now encountered unanticipated delays in migrating existing customers off of the dedicated GPS antenna service. As a result, the Exchange anticipates that it will retire the dedicated GPS antenna service by the end of May 2026, and proposes to announce the specific retirement date in an email to customers' Customer Portal Accounts at least 10 business days in advance of retiring the service.

The Exchange believes that further extending the designated termination date for the dedicated GPS antenna service and providing at least 10 business days advance notice via emails to Customer Portal Accounts would allow the Exchange sufficient time to complete the migration of existing customers to the new shared GPS network, thus supporting a more coordinated and orderly transition from one GPS service to another.

Currently, approximately 49% of the Exchange's co-location customers subscribe to the Service, most of which have opted for the shared GPS antenna option. The Service is an optional product available to any firm that chooses to subscribe. Firms may cancel their subscription at any time. The Service simply provides time synchronization that may be utilized by firms to adjust their own time systems and time-stamp transactional information. The GPS antenna service is offered on a completely voluntary basis. No customer is required to purchase the GPS antenna. Potential subscribers may subscribe to the Service only if they voluntarily choose to do so. It is a business decision of each firm whether to subscribe to the Service or not. Customers do not receive an advantage by purchasing the Service from Nasdaq; the Exchange is merely providing access to GPS signals.

2. Statutory Basis

The Exchange believes that its proposal is consistent with Section 6(b) of the Act,^[12] in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,^[13] in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using any facility, and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers.

The Exchange's proposed change to its connectivity service offering is reasonable in several respects. As a threshold matter, the Exchange is subject to significant competitive forces in the market for equity securities transaction services that constrain its pricing determinations in that market. The fact that this market is competitive has long been recognized by the courts. In NetCoalition v. Securities and Exchange Commission , the D.C. Circuit stated as follows: “[n]o one disputes that competition for order flow is `fierce.' . . . As the SEC explained, `[i]n the U.S. national market system, buyers and sellers of securities, and the broker-dealers that act as their order-routing agents, have a wide range of choices of where to route orders for execution'; [and] `no exchange can afford to take its market share percentages for granted' because `no exchange possesses a monopoly, regulatory or otherwise, in the execution of order flow from broker dealers'. . . .” ^[14]

The Commission and the courts have repeatedly expressed their preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. In Regulation NMS, while adopting a series of steps to improve the current market model, the Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the market system “has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.” ^[15]

As discussed above, approximately 49% of the Exchange's co-location customers subscribe to the Service and most of them have opted to subscribe and migrate to the shared antenna.

The Exchange believes that it is reasonable to further extend the time designated for terminating the dedicated GPS service (and removing all dedicated GPS antennas) beyond the currently scheduled date of April 30, 2026,^[16] and to announce the specific retirement date in an email to customers' Customer Portal Accounts at least 10 business days in advance of retiring the service, to facilitate the orderly transition for customers that have opted to migrate to the Exchange's new, robust shared GPS service. As discussed above, the Exchange has encountered unanticipated delays in migrating existing customers off of the dedicated GPS antenna service, such that the Exchange now anticipates retiring the service by the end of May 2026.

As noted above, approximately 49% of the Exchange's co-location customers subscribe to the Service, and most of them have opted for the shared antenna GPS service. Were the Exchange to terminate the dedicated GPS antenna service as currently scheduled on April 30, 2026, those dedicated GPS colocation customers who have elected to migrate to the new robust shared GPS service may not have sufficient time to complete the migration process. Thus, the Exchange believes that further extending the designated termination date for the dedicated GPS service and announcing the specific retirement date in an email to Customer Portal Accounts at least 10 business days in advance of retiring the service, as proposed, would allow for a more coordinated and orderly transition for clients who have elected to migrate from one GPS service to the other. Continuing with the service until the announced retirement date, however, is voluntary, and customers are free to terminate their dedicated GPS antenna service at any time before the announced retirement date. ( printed page 24951)

B. Self-Regulatory Organization's Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. Nothing in the proposal imposes any burden on the ability of customers or other exchanges to compete. The Exchange operates in a highly competitive market in which exchanges and other vendors offer co-location services as a means to facilitate the trading and other market activities of those market participants who believe that co-location enhances the efficiency of their operations. Extending the designated time for terminating the dedicated GPS antenna services and for removal of all dedicated GPS antennas, as proposed, will not cause any burden on inter-market competition. Additionally, there is no burden to intra-market competition because the dedicated GPS antenna service is ultimately being terminated for all customers. The Exchange is merely proposing to further extend the designated time for the termination of the dedicated GPS service and removal of all dedicated GPS antennas and to provide at least 10 business days advance notice of the specific retirement date via emails to Customer Portal Accounts, which would provide all customers with the same timeline for terminating or converting to the shared GPS antenna service on a non-discriminatory basis. Continuing with the service until the announced retirement date, however, is voluntary, and customers are free to terminate their dedicated GPS antenna service at any time before the announced retirement date. Use of any co-location service is completely voluntary, and each market participant can determine whether to use co-location services based on the requirements of its business operations.

The purpose of this proposal is to further extend the designated date for termination of the GPS dedicated antenna service (and removal of all dedicated GPS antennas) beyond April 30, 2026, as previously scheduled, and to inform the Commission and market participants of that change. The Exchange anticipates retiring the dedicated GPS antenna service by the end of May 2026, and proposes to announce the specific retirement date in an email to Customer Portal Accounts at least 10 business days in advance of retiring the service. The removal of the Exchange's dedicated GPS antenna service under Rule General 8, Section 1(d) was proposed in a previous rule filing that was submitted to the SEC,^[17] and the Exchange is not proposing in this filing any changes to that filing other than to further modify the designated date for the termination of the dedicated GPS antenna service and associated fee and the removal of all dedicated GPS antennas. The Exchange is further extending that termination date and implementing a notice-based approach in light of unanticipated delays in migrating existing customers off of the dedicated GPS antenna service, and in order to provide customers who have opted for the shared GPS antenna service with sufficient time to complete the migration before termination of their dedicated GPS antenna service takes effect. As discussed above, continuation of that service until the announced retirement date is voluntary, and customers are free to terminate their dedicated GPS antenna service at any time before the announced retirement date.

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

No written comments were either solicited or received.

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

The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act.^[18]

At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is: (i) necessary or appropriate in the public interest; (ii) for the protection of investors; or (iii) otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved.

IV. Solicitation of Comments

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

Electronic Comments

• Use the Commission's internet comment form (https://www.sec.gov/​rules/​sro.shtml); or
• Send an email torule-comments@sec.gov. Please include file number SR-NASDAQ-2026-042 on the subject line.

Paper Comments

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

All submissions should refer to file number SR-NASDAQ-2026-042. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website ( https://www.sec.gov/​rules/​sro.shtml). Copies of the filing will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR-NASDAQ-2026-042 and should be submitted on or before May 28, 2026.