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 31, 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 amend The Nasdaq Options Market LLC (“NOM”) transaction fees at Options 7, Section 2, Nasdaq Options Market—Fees and Rebates. Specifically, the Exchange proposes to modify the first of the two alternative criteria to qualify for the Tier 5 rebate paid to NOM Market Makers for adding liquidity in Penny Symbols.

While these amendments are effective upon filing, the Exchange has designated the proposed amendments to be operative on August 3, 2026.

The text of the proposed rule change is available on the Exchange's website at 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 proposes to amend NOM's Pricing Schedule at Options 7, Section 2, Nasdaq Options Market—Fees and Rebates.

Currently, the Exchange pays Customers,^[3] Professionals,^[4] Broker-Dealers,^[5] Firms,^[6] Non-NOM Market Makers,^[7] and NOM Market Makers a rebate to add liquidity in Penny Symbols, on a per contract basis. This rebate is paid to NOM Market Makers ^[8] according to the following schedule:

NOM Market Makers are paid this rebate per the highest tier achieved according to the following schedule of tiers:

The Exchange proposes to modify this schedule of rebates to add liquidity in Penny Symbols as it applies to NOM Market Makers, so that the first alternative criteria to qualify for the Tier 5 rebate would be for the Participant to add NOM Market Maker liquidity in Penny Symbols and/or Non-Penny Symbols above 0.85% (instead of 1.25%) of total industry customer equity and ETF option ADV contracts per day in a month. Therefore, the new criteria to qualify for this Tier 5 rebate will be as follows:

2. Statutory Basis

The Exchange believes that its proposal is consistent with Section 6(b) of the Act,^[9] in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,^[10] 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 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.” ^[11]

Likewise, in NetCoalition v. Securities and Exchange Commission  ^[12] (“NetCoalition”) the D.C. Circuit upheld the Commission's use of a market-based approach in evaluating the fairness of market data fees against a challenge claiming that Congress mandated a cost-based approach.^[13] As the court emphasized, the Commission “intended in Regulation NMS that `market forces, rather than regulatory requirements' play a role in determining the market data . . . to be made available to investors and at what cost.” ^[14]

Further, “[n]o one disputes that competition for order flow is `fierce.' . . . As the SEC explained, `[i]n the U.S. national market system, buyers and sellers of securities, and the broker-dealers that act as their order-routing agents, have a wide range of choices of where to route orders for execution'; [and] `no exchange can afford to take its market share percentages for granted' because `no exchange possesses a monopoly, regulatory or otherwise, in the execution of order flow from broker dealers'. . . .” ^[15] Although the court and the SEC were discussing the cash equities markets, the Exchange believes that these views apply with equal force to the options markets.

The Exchange's proposal to modify the first alternative criteria to qualify for the Tier 5 rebate paid to NOM Market Makers for adding liquidity in Penny Symbols is reasonable because it will make it easier for NOM Market Makers to qualify for the Tier 5 rebate by lowering the applicable monthly percentage volume threshold from 1.25% to 0.85% of total industry customer equity and ETF option ADV contracts per day in a month. The Exchange believes that lowering this threshold will incentivize NOM Market Makers to add additional liquidity in Penny Symbols on NOM. To the extent NOM Market Maker Participants add additional liquidity in Penny Symbols on NOM to meet the proposed volume threshold, the Exchange believes that its proposal will benefit all market participants who will be able to interact with the additional liquidity.

The Exchange's proposal to modify the first alternative criteria to qualify for the Tier 5 rebate paid to NOM Market Makers for adding liquidity in Penny Symbols is equitable and not unfairly discriminatory because the Exchange will uniformly apply the amended criteria to all NOM Market Makers. Furthermore, the amended criteria are equitable and not unfairly discriminatory because they are intended to attract more order flow to the Exchange. All members and member organizations would benefit from the opportunity to interact with such increased order flow.

The Exchange further believes that the proposed change is not unfairly discriminatory. The proposed modification is narrowly limited to the first alternative criteria for qualifying for the Tier 5 rebate paid to NOM Market Makers for adding liquidity in Penny Symbols. The proposal does not create any new distinction between NOM Market Makers and other market participants, nor between one NOM Market Maker and another; it merely lowers, from 1.25% to 0.85%, the volume threshold at which NOM Market Makers become eligible for the Tier 5 rebate under the first alternative. Because the amendment expands, rather than restricts, the population of NOM Market Makers that can qualify for the Tier 5 rebate, and does not alter the treatment of any other market participant category, the Exchange believes the proposed change cannot fairly be characterized as unfairly discriminatory.

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

The Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act.

Inter-Market Competition

The proposal does not impose an undue burden on inter-market competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange believes its proposal remains competitive with other options markets and will offer market participants with another choice of where to transact options. The Exchange notes that it operates in a highly competitive market in which market participants can readily favor competing venues if they deem fee levels at a particular venue to be excessive, or rebate opportunities available at other venues to be more favorable. In such an environment, the Exchange must continually adjust its fees to remain competitive with other ( printed page 52775) exchanges. Because competitors are free to modify their own fees in response, and because market participants may readily adjust their order routing practices, the Exchange believes that the degree to which fee changes in this market may impose any burden on competition is extremely limited.

Intra-Market Competition

The Exchange's proposed amendment to the first criteria to qualify for the Tier 5 rebate paid to NOM Market Makers for adding liquidity in Penny Symbols would not impose an undue burden on intra-market competition that is not necessary or appropriate in furtherance of the purposes of the Act, because the Exchange would uniformly apply the new schedule of rebates to all NOM Market Makers. Also, the revised schedule of rebates paid to NOM Market Makers for adding liquidity in Penny Symbols is part of an overall effort to help attract more order flow to the Exchange. All members and member organizations would benefit from the opportunity to interact with such increased order flow.

Furthermore, the proposed modification is narrowly limited to the first alternative criteria to qualify for the Tier 5 rebate paid to NOM Market Makers for adding liquidity in Penny Symbols. The second alternative criteria remains unchanged, and the proposal does not alter any other tier, or the fees or rebates payable to Customers, Professionals, Broker-Dealers, Firms, or Non-NOM Market Makers. Because the amendment lowers the applicable volume threshold from 1.25% to 0.85%, the proposal broadens, rather than restricts, NOM Market Makers' ability to qualify for the Tier 5 rebate. All NOM Market Makers may qualify on the same terms, and NOM Market Makers that previously qualified under the unchanged alternative (b) continue to be able to do so on unchanged terms. Accordingly, the Exchange believes any burden on intra-market competition arising from the proposed change is extremely limited.

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.^[16]

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 (www.sec.gov/​rules/​sro.shtml); or
• Send an email torule-comments@sec.gov. Please include file number SR-NASDAQ-2026-063 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-2026-063. 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 ( 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-2026-063 and should be submitted on or before September 4, 2026.