Securities and Exchange Commission
- [Release No. 34-105922; File No. SR-FINRA-2026-015]
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 July 7, 2026, the Financial Industry Regulatory Authority, Inc. (“FINRA”) 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 FINRA. 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
FINRA is proposing to amend FINRA Rules 6320A, 6320B, 6380A, and 6380B regarding the operation of the FINRA/NYSE Trade Reporting Facility, the FINRA/Nasdaq Trade Reporting Facility Carteret, and the FINRA/Nasdaq Trade Reporting Facility Chicago (the “Trade Reporting Facilities” or “TRFs”) to extend TRF operating hours such that the TRFs are operational from 9:00 p.m. Eastern Time (“E.T.”) on Sundays to 8:00 p.m. E.T. Fridays, excluding holidays, with a one-hour pause from 8:00 p.m. E.T. to 9:00 p.m. E.T. on Monday through Thursday.[3]
The text of the proposed rule change is available on FINRA's website at https://www.finra.org and at the principal office of FINRA.
II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, FINRA 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. FINRA 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
Background
The TRFs are facilities of FINRA that are operated by NYSE Market (DE), Inc. (in the case of the FINRA/NYSE TRF) and Nasdaq, Inc. (in the case of the FINRA/Nasdaq TRF Carteret and the FINRA/Nasdaq TRF Chicago). Along with the Alternative Display Facility (“ADF”),[4] the TRFs provide FINRA members with a mechanism for reporting over-the-counter (“OTC”) trades in NMS stocks. While members are required to report all OTC trades in NMS stocks to FINRA, they may choose which FINRA facility (or facilities) to use to satisfy their trade reporting obligations.
Currently, the operating hours of the TRFs are 4:00 a.m. to 8:00 p.m. each business day.[5] These operating hours ( printed page 45300) are reflected in the transaction reporting rules for the FINRA/Nasdaq TRFs (FINRA Rule 6380A (Transaction Reporting)) and the FINRA/NYSE TRF (FINRA Rule 6380B (Transaction Reporting)), as well as the associated definitional rules for the FINRA/Nasdaq TRFs (FINRA Rule 6320A (Definitions)) and the FINRA/NYSE TRF (FINRA Rule 6320B (Definitions)). Under these reporting rules, transactions executed during normal market hours, i.e., 9:30 a.m. to 4:00 p.m.,[6] must be reported as soon as practicable but no later than 10 seconds after execution.[7] Transactions executed outside normal market hours must be reported as follows:
- for transactions executed between 4:00 a.m. and 9:30 a.m., as soon as practicable but no later than 10 seconds after execution, with a unique trade report modifier to denote execution outside normal market hours;
- for transactions executed between 4:00 p.m. and 8:00 p.m., as soon as practicable but no later than 10 seconds after execution, with a unique trade report modifier to denote execution outside normal market hours;
- for transactions executed between midnight and 4:00 a.m., by 4:15 a.m., with a unique trade report modifier to denote execution outside normal market hours; and
- for transactions executed between 8:00 p.m. and midnight, or on any non-business day,[8] by 4:15 a.m. on the following business day, designated “as/of” and with a unique trade report modifier to denote execution outside normal market hours.[9]
All trade reports submitted to the TRFs, other than non-tape reports,[10] are transmitted to and publicly disseminated by the appropriate SIP.[11] Currently, the operating hours of the SIPs are 4:00 a.m. until 8:00 p.m. on business days.[12] Transactions executed during current TRF operating hours— i.e., between 4:00 a.m. and 8:00 p.m. on business days—are reported to the TRFs and publicly disseminated through the SIPs in real time, since both the TRFs and SIPs are operating during those hours.
The Operating Committees of the CTA Plan, the CQ Plan, and the UTP Plan (the “SIP Plans” and the “SIP Operating Committees”) recently filed with the Commission proposed amendments to the SIP Plans to extend the SIP operating hours to run from 9:00 p.m. Sundays to 8:00 p.m. Fridays, excluding holidays, with a one-hour technical pause from 8:00 p.m. to 9:00 p.m. on Monday through Thursday.[13] On June 26, 2026, the Commission approved the proposed amendments to the SIP Plans (collectively as approved, the “SIP Amendment”).[14] Under the SIP Amendment, on a holiday where U.S. markets are closed, the SIPs will not operate from 8:00 p.m. the day before the holiday through 9:00 p.m. the day of the holiday.[15] Further, the SIPs will consider a “trade date” to start at 8:00 p.m. on the day before regular trading hours begins and end at 8:00 p.m. on the same day when regular trading hours began.[16] The SIP Operating Committees anticipate implementing the SIP Amendment extending SIP operating hours on December 6, 2026.[17]
In anticipation of the upcoming extension of SIP operating hours per the SIP Amendment, FINRA is proposing to extend the operating hours of the TRFs to run from 9:00 p.m. Sundays to 8:00 p.m. Fridays, excluding holidays, with a one-hour pause from 8:00 p.m. to 9:00 p.m. on Monday through Thursday, thereby enabling real-time public dissemination of trade reports for OTC transactions in NMS stocks executed during the overnight hours when the SIPs are operating. To implement this proposed enhancement to TRF operating hours, the proposed rule change would amend the FINRA TRF reporting rules to reflect the new 9:00 p.m. opening time, as well as make clarifying and conforming changes to the TRF definitional rules, as described in detail below.
Proposed Amendments to TRF Reporting Rules
FINRA is proposing to amend its TRF reporting rules and associated definitions to provide that the TRFs will operate from 9:00 p.m. Sundays to 8:00 p.m. Fridays, with a one-hour pause from 8:00 p.m. to 9:00 p.m. on Monday through Thursday. Specifically, the proposed rule change would make amendments to FINRA Rules 6320A (for the FINRA/Nasdaq TRFs definitions), ( printed page 45301) 6320B (for the FINRA/NYSE TRF definitions), 6380A (for the FINRA/Nasdaq TRFs reporting rules), and 6380B (for the FINRA/NYSE TRF reporting rules) to reflect the new extended operating hours of the TRFs, clarify the operation of the reporting requirements in light of the new operating hours and SIP Amendment, and make non-substantive conforming and technical changes. Together, the proposed amendments would extend the requirement to report transactions to the TRFs as soon as practicable but no later than 10 seconds after execution to apply during the new extended TRF operating period from 9:00 p.m. Sundays to 8:00 p.m. Fridays, with a one-hour pause from 8:00 p.m. to 9:00 p.m. on Monday through Thursday, and require transactions executed when the TRFs are closed to be reported within 15 minutes after the new TRF opening time of 9:00 p.m.[18]
New Definitions in Rules 6320A and 6320B
FINRA is proposing to add several definitions to FINRA Rules 6320A(a) and 6320B(a) that would align with definitions used in the SIP Amendment.[19] First, FINRA is proposing to define: “Calendar Day,” “Business Day,” “Regular Trading Hours,” and “Trade Date.” Calendar Day would be defined to mean each full 24-hour period starting at midnight Eastern Time and ending the following midnight Eastern Time ( i.e., the common understanding of a calendar day, meaning Monday, Tuesday, Wednesday, Thursday, Friday, Saturday, or Sunday). Business Day would be defined to mean any Calendar Day other than a Saturday, Sunday, or a holiday where U.S. markets are closed.[20] Regular Trading Hours would be defined to mean 9:30 a.m. to 4:00 p.m. each Business Day, and would clarify that Regular Trading Hours can end earlier than 4:00 p.m. in the case of an early scheduled close.[21] Trade Date would be defined to mean the Calendar Day attributed to a transaction as its Trade Date based on its time of execution, with a Trade Date considered to start at 8:00 p.m. on a Calendar Day and end at 8:00 p.m. the following Calendar Day.[22] Thus, transactions executed between midnight and 8:00 p.m. on a Calendar Day will be designated with a Trade Date of that same Calendar Day, and transactions executed after 8:00 p.m. on a Calendar Day will be considered to have a Trade Date of the next Calendar Day, regardless of whether the Calendar Day is a Business Day or a holiday or weekend.[23]
Second, FINRA is proposing to add new definitions to Rules 6320A(a) and 6320B(a) to define the operating hours of each TRF. Under amended Rule 6320A(a), “FINRA/Nasdaq Trade Reporting Facility System Hours” would be defined to mean 9:00 p.m. Sunday to 8:00 p.m. Friday, with a one-hour pause from 8:00 p.m. to 9:00 p.m. on Monday through Thursday, and would clarify that, in the event of a holiday where U.S. markets are closed, the FINRA/Nasdaq Trade Reporting Facility will not operate from 8:00 p.m. on the Business Day immediately preceding the holiday through 9:00 p.m. on the Calendar Day immediately preceding the next Business Day following the holiday, which may be the day of the holiday. Similarly, amended Rule 6320B(a) would define “FINRA/NYSE Trade Reporting Facility System Hours” to mean 9:00 p.m. Sunday to 8:00 p.m. Friday, with a one-hour pause from 8:00 p.m. to 9:00 p.m. on Monday through Thursday, and would clarify that, in the event of a holiday where U.S. markets are closed, the FINRA/NYSE Trade Reporting Facility will not operate from 8:00 p.m. on the Business Day immediately preceding the holiday through 9:00 p.m. on the Calendar Day immediately preceding the next Business Day following the holiday, which may be the day of the holiday.
Amendments To Reporting Timeframes Under Rules 6380A and 6380B
FINRA is proposing conforming amendments to FINRA Rules 6380A and 6380B to update the trade reporting timing requirements in light of the new TRF operating hours and to simplify the structure of the rule. As discussed above, the current timing requirements for reporting transactions executed during normal market hours are found in Rules 6380A(a)(1) and 6380B(a)(1), while the timing requirements for reporting transactions executed outside normal market hours are found in Rules 6380A(a)(2) and 63280B(a)(2). FINRA is proposing to replace existing Rule 6380A(a)(1) with revised Rule 6380A(a)(1), entitled “Transaction Reporting to the FINRA/Nasdaq Trade Reporting Facility During FINRA/Nasdaq Trade Reporting Facility System Hours,” which would provide that a Trade Reporting Facility Participant shall, as soon as practicable but no later than 10 seconds after execution, transmit to the FINRA/Nasdaq Trade Reporting Facility last sale reports of transactions in designated securities executed during FINRA/Nasdaq Trade Reporting Facility System Hours. Transactions not reported within 10 seconds after execution will be designated as late, and transactions executed during FINRA/Nasdaq Trade Reporting Facility System Hours but outside Regular Trading Hours shall be designated with the unique trade report modifier, as specified by FINRA, to denote their execution outside Regular Trading Hours.[24] FINRA is proposing to replace existing Rule 6380A(a)(2) with revised Rule 6380A(a)(2), entitled “Transaction Reporting to the FINRA/Nasdaq Trade Reporting Facility Outside FINRA/Nasdaq Trade Reporting Facility System Hours,” which would provide that last sale reports of transactions in designated securities ( printed page 45302) executed outside FINRA/Nasdaq Trade Reporting Facility System Hours shall be reported no later than 15 minutes after the FINRA/Nasdaq Trade Reporting Facility opens and shall be designated with the unique trade report modifier, as specified by FINRA, to denote their execution outside Regular Trading Hours. Transactions not reported within 15 minutes after the FINRA/Nasdaq Trade Reporting Facility opens shall be designated as late, and transactions executed on a Trade Date that is not a Business Day shall be designated “as/of” trades. Rule 6380B(a)(1) and (2) would be similarly amended to reflect the new operating hours of the FINRA/NYSE Trading Reporting Facility.
Collectively, these amendments would clarify that transactions executed during TRF operating hours—generally now defined as 9:00 p.m. Sunday to 8:00 p.m. Friday, excluding holidays, with a one-hour pause from 8:00 to 9:00 p.m. on Monday through Thursday—must be reported as soon as practicable but no later than 10 seconds after execution. By contrast, transactions executed outside TRF operating hours—generally now meaning during the one-hour pause from 8:00 p.m. to 9:00 p.m. on Monday through Thursday, between 8:00 p.m. Friday and 9:00 p.m. Sunday, and between 8:00 p.m. the day before a holiday until 9:00 p.m. on the holiday—must be reported within 15 minutes after the TRF next opens.
To illustrate the application of the new reporting timeframes, the below chart provides examples of the applicable trade reporting timeframes under the new TRF operating hours, based on the time of execution of a transaction.[25]
| Execution time of transaction (calendar day) | Required reporting timeframe | Trade date |
|---|---|---|
| Weekdays | ||
| Tuesday, May 12 at 2:00 a.m | As soon as practicable but no later than 10 seconds after execution | Tuesday, May 12. |
| Tuesday, May 12 at 1:00 p.m | As soon as practicable but no later than 10 seconds after execution | Tuesday, May 12. |
| Tuesday, May 12 at 5:00 p.m | As soon as practicable but no later than 10 seconds after execution | Tuesday, May 12. |
| Tuesday, May 12 at 8:30 p.m | By 9:15 p.m. on Tuesday, May 12 | Wednesday, May 13. |
| Tuesday, May 12 at 11:59 p.m | As soon as practicable but no later than 10 seconds after execution | Wednesday, May 13. |
| Weekends | ||
| Friday, May 15 at 5:00 p.m | As soon as practicable but no later than 10 seconds after execution | Friday, May 15. |
| Friday, May 15 at 8:30 p.m | By 9:15 p.m. on Sunday, May 17 | Saturday, May 16. |
| Friday, May 15 at 11:59 p.m | By 9:15 p.m. on Sunday, May 17 | Saturday, May 16. |
| Saturday, May 16 at 1:00 p.m | By 9:15 p.m. on Sunday, May 17 | Saturday, May 16. |
| Saturday, May 16 at 8:30 p.m | By 9:15 p.m. on Sunday, May 17 | Sunday, May 17. |
| Sunday, May 17 at 1:00 p.m | By 9:15 p.m. on Sunday, May 17 | Sunday, May 17. |
| Sunday, May 17 at 8:30 p.m | By 9:15 p.m. on Sunday, May 17 | Monday, May 18. |
| Sunday, May 17 at 10:00 p.m | As soon as practicable but no later than 10 seconds after execution | Monday, May 18. |
| Holidays | ||
| (Assume Wednesday, May 20 is a Holiday and Thursday, May 21 is a Business Day) | ||
| Tuesday, May 19 at 5:00 p.m | As soon as practicable but no later than 10 seconds after execution | Tuesday, May 19. |
| Tuesday, May 19 at 8:30 p.m | By 9:15 p.m. on Wednesday, May 20 | Wednesday, May 20. |
| Tuesday, May 19 at 11:59 p.m | By 9:15 p.m. on Wednesday, May 20 | Wednesday, May 20. |
| Wednesday, May 20 at 1:00 p.m | By 9:15 p.m. on Wednesday, May 20 | Wednesday, May 20. |
| Wednesday, May 20 at 8:30 p.m | By 9:15 p.m. on Wednesday, May 20 | Thursday, May 21. |
| Wednesday, May 20 at 11:59 p.m | As soon as practicable but no later than 10 seconds after execution | Thursday, May 21. |
Conforming Amendments to Rules 6380A and 6380B
FINRA is also proposing several conforming changes to other paragraphs of FINRA Rules 6380A and 6380B to reflect the new reporting timeframes and defined terms discussed above, as well as to delete obsolete provisions. These changes are not intended to substantively alter existing reporting obligations other than with respect to the applicable TRF reporting hours.
First, FINRA is proposing conforming amendments to paragraphs (a)(4), (5), (6), (7), and (8) of Rules 6380A and 6380B, which set forth additional requirements regarding when and how transactions must be reported to the TRFs. Specifically:
- Paragraph (a)(4) sets forth additional requirements related to late reporting, using the currently undefined terms “date” and “trade date.” FINRA is proposing to replace these terms with the phrase “Trade Date that is a Business Day” to clarify when such trades must be reported using the new defined terms.
- Paragraphs (a)(5)(A) and (H) set forth requirements for appending trade report modifiers for trades executed during normal market hours but reported late, and trades executed during pre-opening and after-hours but reported late, respectively. FINRA is proposing conforming changes to these ( printed page 45303) paragraphs to use the new defined terms “Regular Trading Hours” and “FINRA/Nasdaq Trade Reporting Facility System Hours” or “FINRA/NYSE Trade Reporting Facility System Hours,” as applicable.
- Paragraph (a)(6) states that the TRF will append the appropriate modifier for trades reported late where the member does not append the appropriate modifier. FINRA is proposing conforming changes to replace the term “normal market hours” with the new defined term “Regular Trading Hours.”
- Paragraph (a)(7) addresses pre-opening and after-hours trades reported late. FINRA is proposing conforming changes to remove references to “pre-opening and after-hours” trades and use the new terms “Regular Trading Hours” and “FINRA/Nasdaq Trade Reporting Facility System Hours” or “FINRA/NYSE Trade Reporting Facility System Hours,” as applicable.
- Paragraph (a)(8) sets forth requirements for reporting transactions using Form T, including a provision stating that transactions that can be reported to the TRF, whether on trade date or on a subsequent date on an “as/of” basis, shall not be reported on Form T. FINRA is proposing a conforming change to use the new defined term “Trade Date.”
Second, FINRA is proposing conforming amendments to paragraph (g) of Rule 6380A, and paragraph (f) of 6380B, which set forth requirements related to reporting cancelled and reversed trades. Specifically, paragraphs (g)(2)(A) through (F) of Rule 6380A, and paragraphs (f)(2)(A) through (F) of Rule 6380B, refer to the period between 9:30 a.m. and 4:00 p.m. as well as the undefined terms “date of execution” and “business day.” For clarity, FINRA is proposing to refer to the defined terms “Regular Trading Hours” and “Business Day,” as appropriate.
FINRA has filed the proposed rule change for immediate effectiveness. The implementation date of the proposed rule change will be the implementation date of the SIP Amendment.[26]
2. Statutory Basis
FINRA believes that the proposed rule change is consistent with the provisions of Section 15A(b)(6) of the Act,[27] which requires, among other things, that FINRA rules be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest.
FINRA believes that the proposed rule change is consistent with the Act because it would enhance market transparency by enabling the reporting and real-time public dissemination of OTC transactions in NMS stocks during overnight hours when the SIPs will be operating. As described above, the TRFs currently only accept transaction reports beginning at 4:00 a.m. each Business Day, which aligns with the current operating hours of the SIPs. The Commission has approved amendments to the SIP Plans to extend SIP operational hours to collect, consolidate, and disseminate real-time market data beginning at 9:00 p.m. Sundays to 8:00 p.m. Fridays, excluding holidays, with a one-hour pause from 8:00 p.m. to 9:00 p.m. Monday through Thursday. FINRA believes that extending the TRF operating hours to align with the SIPs would improve the timeliness of trade information available to the public with respect to trades executed overnight between 9:00 p.m. and 4:00 a.m. on Business Days.
B. Self-Regulatory Organization's Statement on Burden on Competition
Section 15A(b)(9) of the Act [28] requires that FINRA's rules not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Act. FINRA does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act.
Economic Impact Assessment
FINRA has undertaken an economic impact assessment, as set forth below, to analyze the potential economic impacts of the proposed rule change, including potential costs, benefits, and distributional and competitive effects, relative to the current baseline.
Regulatory Need
As discussed above, FINRA is proposing to extend TRF operating hours consistent with the planned operating hours of the SIPs [29] such that the TRFs will be operational from 9:00 p.m. on Sundays to 8:00 p.m. on Fridays, excluding holidays, with a one-hour pause from 8:00 p.m. to 9:00 p.m. on Monday through Thursday, with related changes to weekend and holiday reporting to the TRFs as discussed in greater detail above. FINRA believes that the proposed rule change would enhance market transparency by enabling the reporting and real-time public dissemination of OTC transactions in NMS stocks during overnight hours when the SIPs will be operating.
Economic Baseline
FINRA established two analytical baselines to support this assessment. The primary baseline spans from March 30, 2026 through April 30, 2026, capturing reporting activity under the new TRF reporting timeframes effective March 30, 2026.[30] This period provides the primary baseline for assessment of the proposed reporting timeframes. FINRA also analyzed the period from January 1, 2025 through March 27, 2026 under the prior reporting timeframes as the secondary baseline. This extended historical period of review provides additional context to capture typical reporting activity and patterns.
Analysis Prior to March 30, 2026
FINRA's analysis from January 1, 2025 to March 27, 2026 (Table 1) shows the breakdown of OTC trades in NMS stocks executed during and outside of the then-effective TRF operating hours categorized by media and non-media trades during different time periods.[31]
( printed page 45304)| Execution time | Media trades | Non-media trades | Total percentages | ||
|---|---|---|---|---|---|
| Number of trade reports | Percentage of all trade reports | Number of trade reports | Percentage of all trade reports | ||
| Total within TRF operating hours (8:00 a.m. to 8:00 p.m. on Business Days, excluding 8:00 p.m.) | 14,299,477,600 | 52.33 | 12,121,852,616 | 44.36 | 96.69 |
| Between 9:00 p.m. and 4:00 a.m., when the period from midnight to 4:00 a.m. occurs on a Business Day (excluding 4:00 a.m.) a | 112,982,786 | 0.41 | 257,840,808 | 0.94 | 1.36 |
| Between 4:00 a.m. and 8:00 a.m. on a Business Day (excluding 8:00 a.m.) | 122,651,024 | 0.45 | 313,485,375 | 1.15 | 1.60 |
| Between 8:00 p.m. and 9:00 p.m. preceding a Business Day (excluding 9:00 p.m.) b | 29,153,048 | 0.11 | 68,536,886 | 0.25 | 0.36 |
| All other time periods not otherwise specified, including all non-Business Days c | 13,908 | 0.00005 | 3,362 | 0.00001 | 0.00006 |
| Total outside of TRF operating hours | 264,800,766 | 0.97 | 639,866,431 | 2.34 | 3.31 |
| Total outside of and within TRF operating hours | 14,564,278,366 | 53.30 | 12,761,719,047 | 46.70 | 100.00 |
| Total number of trade reports | 27,325,997,413 | ||||
| a This includes the Sunday 9:00 p.m. through Monday 4:00 a.m. period where Monday is a Business Day, or in the case of a weekday holiday, 9:00 p.m. through 4:00 a.m. spanning the weekday holiday and the following Business Day (where 9:00 p.m. to midnight falls on the holiday and midnight to 4:00 a.m. falls on the Business Day.) | |||||
| b This includes 8:00 p.m. to 9:00 p.m. on Sunday when the following Monday is a Business Day, or 8:00 p.m. to 9:00 p.m. on a weekday holiday when the following day is a Business Day. | |||||
| c This includes the period from Friday 8:00 p.m. to Sunday 8:00 p.m. when the following Monday is a Business Day, or from 8:00 p.m. on a Business Day to 8:00 p.m. on a weekday non-Business Day when the Business Day precedes a weekday holiday and the day following the holiday is a Business Day (with the 8:00 p.m. to 12:00 a.m. window occurring on the Business Day prior to the holiday and the midnight to 8:00 p.m. window occurring on the holiday itself.) | |||||
FINRA estimates that, from January 1, 2025 to March 27, 2026, 379 firms reported trades to the TRFs.[32] Of the 379 firms, 221 firms reported trades executed exclusively during the then-effective TRF operating hours of 8:00 a.m. to 8:00 p.m. on Business Days and did not report any trades executed outside of the then-effective TRF operating hours. Based on this activity, these firms would not be affected by the proposed rule change.
The remaining 158 firms reported to the TRFs at least one trade executed between 8:00 p.m. and 8:00 a.m. on Business Days or anytime on non-Business Days from January 1, 2025 to March 27, 2026.
Of these 158 firms, 75 firms reported to the TRFs at least one trade executed between 9:00 p.m. and 4:00 a.m., where the midnight to 4:00 a.m. window occurred on a Business Day. Under the proposed rule change, these firms would be required to report such trades as soon as practicable but no later than 10 seconds after execution, rather than by 8:15 a.m. on the same Business Day for trades executed between midnight and 4:00 a.m., or by 8:15 a.m. on the next Business Day for trades executed between 9:00 p.m. and midnight (as was required prior to March 30, 2026).[33]
Of the 158 firms, 133 firms reported to the TRFs at least one trade executed between 4:00 a.m. and 8:00 a.m. on Business Days. Under the proposed rule change, these firms would continue to be required to report such trades as soon as practicable but no later than 10 seconds after execution (as they have been required to do since March 30, 2026).
Of the 158 firms, 43 firms reported to the TRFs at least one trade executed between 8:00 p.m. and 9:00 p.m. preceding a Business Day. Under the proposed rule change, these trades would be required to be reported by 9:15 p.m. on the same day, rather than by 8:15 a.m. on the next Business Day (as was required prior to March 30, 2026).[34]
Of the 158 firms, 43 firms reported to the TRFs at least one trade executed during a time period not otherwise specified above, including all non-Business Days. Depending on the execution time, these trades would be required to be reported by 9:15 p.m. when the TRF resumes operations, rather than 8:15 a.m. on the next Business Day (as was required prior to March 30, 2026).[35] These trades are minimal, representing approximately 0.00006% of total TRF reports.
Additionally, between January 1, 2025 and March 27, 2026, almost all of the 158 firms that reported at least one trade executed outside of the then-effective TRF operating hours also executed at least one trade during the then-effective TRF operating hours, which are required to be reported as soon as practicable but no later than 10 seconds after execution.
Analysis Between March 30, 2026 and April 30, 2026
FINRA's analysis from March 30, 2026 to April 30, 2026 (Table 2) shows the breakdown of OTC trades in NMS stocks during and outside of the currently effective TRF operating hours, including different periods outside those hours, categorized by media and non-media trades.[36]
( printed page 45305)| Execution time | Media trades | Non-media trades | Total percentages | ||
|---|---|---|---|---|---|
| Number of trade reports | Percentage of all trade reports | Number of trade reports | Percentage of all trade reports | ||
| Total within TRF operating hours (4:00 a.m. to 8:00 p.m. on Business Days, excluding 8:00 p.m.) | 1,270,308,883 | 53.18 | 1,023,755,617 | 42.86 | 96.03 |
| Between 9:00 p.m. and 4:00 a.m., when the period from midnight to 4:00 a.m. occurs on a Business Day (excluding 4:00 a.m.) d | 22,957,227 | 0.96 | 52,077,130 | 2.18 | 3.14 |
| Between 8:00 p.m. and 9:00 p.m. preceding a Business Day (excluding 9:00 p.m.) e | 5,923,762 | 0.25 | 13,808,898 | 0.58 | 0.83 |
| All other time periods not otherwise specified, including all non-Business Days f | 4,695 | 0.0002 | 140 | 0.000006 | 0.0002 |
| Total outside of TRF operating hours | 28,885,684 | 1.21 | 65,886,168 | 2.76 | 3.97 |
| Total outside of and within TRF operating hours | 1,299,194,567 | 54.39 | 1,089,641,785 | 45.61 | 100.00 |
| Total number of trade reports | 2,388,836,352 | ||||
| d This includes Sunday 9:00 p.m. through Monday 4:00 a.m. when Monday is a Business Day, or 9:00 p.m. through 4:00 a.m. spanning a weekday holiday and the following Business Day (where 9:00 p.m. to midnight falls on the holiday and midnight to 4:00 a.m. falls on the Business Day.) | |||||
| e This includes 8:00 p.m. to 9:00 p.m. on Sunday when the following Monday is a Business Day, or 8:00 p.m. to 9:00 p.m. on a weekday holiday when the following day is a Business Day. | |||||
| f This includes the period from Friday 8:00 p.m. to Sunday 8:00 p.m. when the following Monday is a Business Day, or from 8:00 p.m. on a Business Day to 8:00 p.m. on a weekday non-Business Day when the Business Day precedes a weekday holiday and the day following the holiday is a Business Day (with the 8:00 p.m. to 12:00 a.m. window occurring on the Business Day prior to the holiday and the midnight to 8:00 p.m. window occurring on the holiday itself.) | |||||
FINRA estimates that, from March 30, 2026 to April 30, 2026, 280 firms reported trades to the TRFs.[38] Of the 280 firms, 239 firms reported trades executed exclusively during the current TRF operating hours of 4:00 a.m. to 8:00 p.m. on Business Days and did not report any trades executed outside of the TRF operating hours. Based on this activity, these firms would not be affected by the proposed rule change.
The remaining 41 firms reported to the TRFs at least one trade executed between 8:00 p.m. and 4:00 a.m. on Business Days or anytime on non-Business Days from March 30, 2026 to April 30, 2026.
Of these 41 firms, 36 firms reported to the TRFs at least one trade executed between 9:00 p.m. and 4:00 a.m., where the midnight to 4:00 a.m. window occurred on a Business Day. Under the proposed rule change, these firms would be required to report such trades as soon as practicable but no later than 10 seconds after execution, rather than by 4:15 a.m. on the same Business Day for trades executed between midnight and 4:00 a.m. or by 4:15 a.m. on the next Business Day for trades executed between 9:00 p.m. and midnight (as is currently required).
Of the 41 firms, 18 firms reported to the TRFs at least one trade executed between 8:00 p.m. and 9:00 p.m. preceding a Business Day. Under the proposed rule change, these trades would be required to be reported by 9:15 p.m. on the same day, rather than by 4:15 a.m. on the next Business Day (as is currently required).
Of the 41 firms, 21 firms reported to the TRFs at least one trade executed during a time period not otherwise specified above, including all non-Business Days. Under the proposed rule change, depending on the execution time, these trades would be required to be reported by 9:15 p.m. on the day when the TRFs resume operations, rather than 4:15 a.m. on the next Business Day (as is currently required). These trades are minimal, representing approximately 0.0002% of total TRF reports.
Additionally, between March 30, 2026 and April 30, 2026, almost all of the 41 firms that reported at least one trade executed outside of TRF operating hours also executed at least one trade during TRF operating hours, which must be reported as soon as practicable but no later than 10 seconds after execution.
Economic Impacts
Anticipated Benefits
FINRA believes that the proposed rule change would provide more timely pricing and transaction information to the market for OTC trades in NMS stocks. By extending TRF operating hours to align with the SIPs' planned expansion, the proposed rule change would enable real-time reporting and public dissemination of OTC transactions in NMS stocks executed during hours when the TRFs are currently closed but the SIPs would be open, thereby improving transparency and supporting more efficient price formation across extended trading hours. Specifically, trades executed while the TRFs are open would be reported in real-time, providing greater market transparency. For trades executed when the TRFs are closed, the proposed rule change would require reporting within 15 minutes after the TRFs reopen at 9:00 p.m., significantly accelerating the availability of transaction information compared to the current requirements that require reporting by 4:15 a.m. on the next business day when the TRFs open at 4:00 a.m. These proposed changes to the TRF operating hours would serve to ( printed page 45306) reduce information asymmetry and improve price discovery for trades executed during those extended hours.
Anticipated Costs
Members may incur initial and ongoing costs, such as programming, maintenance, and compliance costs, to implement and maintain systems to report OTC trades in NMS stocks pursuant to the proposed rule change. Furthermore, members that use third-party vendors to report OTC trades in NMS stocks to the TRFs may need to adjust their business relationships to comply with the proposed rule change.
The extent of these costs for each member will depend in part on the current activities and reporting systems of each member with respect to OTC trading in NMS stocks. As discussed above, FINRA estimates 41 firms reported at least one trade executed outside of the current TRF operating hours during the period from March 30, 2026 to April 30, 2026. Almost all of these 41 firms also reported at least one trade executed between 4:00 a.m. and 8:00 p.m. on Business Days, and therefore these firms would already have systems in place to report these trades as soon as practicable but no later than 10 seconds after execution,[39] which may indicate that the initial fixed costs and variable costs may be lower for those members.[40]
FINRA identified a very small number of firms reporting trades executed exclusively outside of current TRF operating hours. To the extent these firms are not able to report trades as soon as practicable but no later than 10 seconds after execution or by 9:15 p.m., as applicable, such firms may incur costs to upgrade systems or employ a vendor to report in compliance with the amended rule.
C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action
Because the foregoing proposed rule change does not: (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act [41] and Rule 19b-4(f)(6) thereunder.[42]
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 necessary or appropriate in the public interest, for the protection of investors, or 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-FINRA-2026-015 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-FINRA-2026-015. 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 FINRA. 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-FINRA-2026-015 and should be submitted on or before August 10, 2026.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[43]
Sherry R. Haywood,
Assistant Secretary.