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 August 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 and II 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 Rule 9558 of Nasdaq's disciplinary code, which governs summary proceedings authorized by Section 6(d)(3) of the Act. Specifically, Nasdaq proposes making a technical correction to Rule 9558 to permit Nasdaq Regulation Department staff to issue a written notice initiating summary proceedings. Currently, Rule 9558 permits only Financial Industry Regulatory Authority (“FINRA”) staff to issue a written notice initiating summary proceedings. The issuance, whether by Nasdaq Regulation Department staff or FINRA staff, on a case-by-case basis of a written notice initiating summary proceedings would continue to require written authorization from Nasdaq's Chief Regulatory Officer (as defined in Nasdaq's Rule 9000 Series), and the circumstances in which Nasdaq could initiate summary proceedings would remain unchanged, as described in greater detail below.

Nasdaq's proposed rule change aligns with the rules of other self-regulatory organizations, including New York Stock Exchange, LLC (“NYSE”) Rule 9558, which specifically provides in relevant part that NYSE staff may issue a written notice initiating summary proceedings. Nasdaq's proposed rule change is immediately effective.

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

Rule 9558 of Nasdaq's disciplinary code governs summary proceedings for actions authorized under Section 6(d)(3) of the Act. Under current Rule 9558(a), Nasdaq's Chief Regulatory Officer may provide “FINRA staff” with written authorization to issue on a case-by-case basis a written notice initiating summary proceedings in specified circumstances (described in greater detail below). However, current Rule 9558(a) does not permit Nasdaq's Chief Regulatory Officer to authorize Nasdaq Regulation Department staff to issue a written notice initiating summary proceedings. As described in greater detail below, Nasdaq proposes to amend Rule 9558(a) so that Nasdaq's Chief Regulatory Officer may authorize either Nasdaq Regulation Department staff or FINRA staff to issue on a case-by-case basis a written notice initiating summary proceedings. Under proposed revised Rule 9558(a), issuance of a written notice initiating summary proceedings would continue to require written authorization from Nasdaq's Chief Regulatory Officer, regardless of whether Nasdaq Regulation Department ( printed page 56935) staff or FINRA staff issues the written notice initiating summary proceedings.

Summary proceedings often involve time-sensitive matters that require prompt resolution, for example, expeditiously suspending a member in such financial or operating difficulty that the member's continued business on the Exchange jeopardizes the safety of investors, creditors, other Exchange members, or the Exchange itself.^[3] When Nasdaq's Chief Regulatory Officer authorizes the initiation of summary proceedings on a case-by-case basis, current Rule 9558(a) requires that Nasdaq coordinate with a third party (FINRA) to issue the written notice initiating summary proceedings.^[4] Nasdaq believes that permitting Nasdaq Regulation Department staff to exercise the same authority to issue a written notice initiating summary proceedings will help avoid potential unnecessary delays in those instances where Nasdaq's Chief Regulatory Officer authorizes a summary proceeding.

This proposal is modeled after, and substantially similar to, NYSE Rule 9558. In particular, NYSE Rule 9558(a) provides in relevant part that NYSE staff may issue a written notice initiating summary proceedings.

i. Background on Current Rule 9558

Under current Rule 9558(a), Nasdaq's Chief Regulatory Officer “may provide written authorization to FINRA staff to issue on a case-by-case basis a written notice that summarily:

(1) suspends a member, person associated with a member or person subject to Nasdaq's jurisdiction who has been and is expelled or suspended from any self-regulatory organization or barred or suspended from being associated with a member of any self-regulatory organization;

(2) suspends a member who is in such financial or operating difficulty that Association staff determines and so notifies the Commission that the member cannot be permitted to continue to do business as a member with safety to investors, creditors, other members, or Nasdaq; or

(3) limits or prohibits any person with respect to access to services offered by Nasdaq if paragraphs (1) or (2) of this Rule or the provisions of Section 6(d)(3) of the Act applies to such person or, in the case of a person who is not a member, if the Chief Regulatory Officer of Nasdaq determines that such person does not meet the qualification requirements or other prerequisites for such access and such person cannot be permitted to continue to have access with safety to investors, creditors, members, or Nasdaq, and so notifies the Commission.”

Under Rule 9120(c), “Chief Regulatory Officer” means the “Chief Regulatory Officer of Nasdaq, or his or her delegatee, who shall be a person who reports to the Chief Regulatory Officer of Nasdaq.” ^[5]

Current Rule 9558(b), the numbering and text of which remains unchanged, governs service of a notice issued under Rule 9558. In general, Rule 9558(b) provides in relevant part that either Nasdaq Regulation Department staff or FINRA (acting on behalf of Nasdaq) shall serve a member or person ^[6] subject to a written notice under Rule 9558 by facsimile,^[7] email, overnight courier, or personal delivery. Rule 9558(b) provides that the method of service must comport with the requirements of Rule 9134, which governs procedures for service.

Current Rule 9558(c), the numbering and text of which remains unchanged, governs the contents of a notice issued under Rule 9558. Current Rule 9558(c) provides in relevant part that a notice issued under Rule 9558 shall “state the specific grounds and include the factual basis for the Nasdaq action.” Under current Rule 9558(c), the notice must state that the respondent may file a written request for a hearing with FINRA's Office of Hearing Officers. Also, under current Rule 9558(c), the notice must inform the respondent of the deadline to request a hearing and must state that a hearing request “must set forth with specificity any and all defenses to the Nasdaq action.” Additionally, current Rule 9558(c) provides that the notice must explain that, “pursuant to Rules 8310(a) and 9559(n), a Hearing Officer ^[8] or, if applicable, Hearing Panel,^[9] may approve, modify or withdraw any and all sanctions or limitations imposed by the notice, and may impose any other fitting sanction.”

Current Rule 9558(d), the numbering and text of which remains unchanged, provides that a limitation, prohibition or suspension referenced in a notice issued and served under Rule 9558 takes effect immediately. Under Rule 9558(d), the limitation, prohibition or suspension remains in effect unless, after a timely request for a hearing and written request for a stay, the Chief Hearing Officer ^[10] or Hearing Officer assigned to the matter finds good cause to stay the limitation, prohibition or suspension.

Current Rule 9558(e), the numbering and text of which remains unchanged, provides that a member or person subject to a notice issued under Rule 9558 may file with FINRA's Office of Hearing Officers a written request for a hearing under Rule 9559. Under current Rule 9558(e), the hearing request must be made within seven days after service of the notice issued under Rule 9558, and the hearing request must state “with specificity any and all defenses to the Nasdaq action.”

Current Rule 9558(f), the numbering and text of which remains unchanged, provides that a notice issued under Rule 9558 shall constitute final Nasdaq action if a member or person subject to notice under Rule 9558 does not timely request a hearing.

Current Rule 9558(g) provides that a member or person subject to a limitation, prohibition or suspension under Rule 9558 may file a written request for termination of the limitation, prohibition or suspension on the ground of full compliance with the notice or decision. In specifying with whom such written request must be filed, current Rule 9558(g) provides that the request “shall be filed with the head of the FINRA department or office that issued the notice or, if another FINRA department or office is named as the ( printed page 56936) party handling the matter on behalf of the issuing department or office, with the head of the FINRA department or office that is so designated.” Current Rule 9558(g) also provides that the “appropriate head of the department or office may grant relief for good cause shown.”

Current Rule 9558(g) does not contemplate the issuance by Nasdaq Regulation Department staff of a written notice initiating summary proceedings. As discussed in greater detail below, Nasdaq proposes revising Rule 9558(g) to make clear the person with whom a written request for termination of a limitation, prohibition or suspension should be filed depending on which staff (that is, Nasdaq Regulation Department staff or FINRA staff) issues the written notice initiating summary proceedings.

ii. Proposed Rule Change

Proposed revised Rule 9558(a) would permit Nasdaq's Chief Regulatory Officer to authorize either “Nasdaq Regulation Department staff or FINRA staff to issue on a case-by-case basis a written notice” initiating summary proceedings. As noted above, current Rule 9558(a) provides that Nasdaq's Chief Regulatory Officer may authorize only FINRA staff to issue a written notice initiating summary proceedings. The proposed inclusion of “Nasdaq Regulation Department staff” in proposed revised Rule 9558(a) reflects that the Nasdaq Regulation Department is the department within Nasdaq responsible for investigating potential violations of applicable Nasdaq or Commission rules by Nasdaq members and associated persons and, if appropriate, taking appropriate enforcement action.

Nasdaq proposes to conform two additional provisions of Rule 9558 to the proposed revision to Rule 9558(a). First, proposed revised Rule 9558(a)(2) would provide in relevant part that either “Nasdaq Regulation Department staff or FINRA staff” may make the determination that a member “is in such financial or operating difficulty . . . that the member cannot be permitted to continue to do business as a member with safety to investors, creditors, other members, or Nasdaq.” ^[11] The proposed revision to Rule 9558(a)(2) would permit Nasdaq Regulation Department staff both to make the determination of financial or operating difficulty and, under proposed revised Rule 9558(a), to issue a written notice initiating summary proceedings. Second, proposed revised Rule 9558(g) would provide in relevant part that a written request for termination of the limitation, prohibition or suspension on the ground of full compliance shall be filed with the “head of the Nasdaq Regulation Department or FINRA department or office that issued the notice, or if another department or office is named as the party handling the matter on behalf of the issuing department or office, with the head of the department or office that is so designated.” As a result, if Nasdaq Regulation Department staff were to issue a written notice initiating summary proceedings under proposed revised Rule 9558(a), proposed revised Rule 9558(g) would direct the recipient of such written notice to file a written request for termination with the head of Nasdaq Regulation Department. Reflecting that proposed revised Rule 9558(a) also would permit Nasdaq Regulation Department staff to issue a written notice initiating summary proceedings, proposed revised Rule 9558(g) also would omit the term “FINRA” in two instances where current Rule 9558(g) provides in relevant part that, “if another [FINRA] department or office is named as the party handling the matter on behalf of the issuing department or office, with the head of the [FINRA] department or office that is so designated.” ^[12]

As noted above, current Rules 9558(b)-(f) would remain unchanged. As a result, the procedure for the recipient of a written notice initiating summary proceedings to request a hearing under current Rule 9558(e) would remain unchanged, regardless of whether Nasdaq Regulation Department staff or FINRA staff issues the written notice initiating summary proceedings. Rule 9559, which remains unchanged, continues to govern the hearing procedure for a summary proceeding under Rule 9558.

iii. Similarity To NYSE Rule 9558

Nasdaq's proposed rule change is modeled after, and substantially similar to, NYSE Rule 9558. Specifically, NYSE Rule 9558 provides in relevant part that NYSE's Chief Regulatory Officer may authorize NYSE staff to issue a written notice initiating summary proceedings.^[13] Additionally, NYSE Rule 9558(a)(2) provides for NYSE staff to make the determination of a NYSE member organization's financial or operating difficulty. However, unlike Nasdaq's current and proposed revised Rule 9558(a), NYSE Rule 9558 contains no provisions mentioning FINRA. Also, while NYSE Rule 9558(a) expressly mentions authorization from a designee of NYSE's CRO, Nasdaq's current and proposed revised Rule 9558(a) incorporates by reference the prospect of delegation by Nasdaq's Chief Regulatory Officer. In particular, and as noted above, Nasdaq Rule 9120(c) (which Nasdaq Rule 9110 incorporates by reference into Rule 9558) defines “Chief Regulatory Officer” to mean “Chief Regulatory Officer of Nasdaq, or his or her delegatee, who shall be a person who reports to the Chief Regulatory Officer of Nasdaq.” Additionally, while Nasdaq Rule 9558 generally uses the terms “member” and “associated person,” NYSE Rule 9558 uses the analogous terms “member organization” and “covered person.” Finally, while Nasdaq Rule 9558(d) provides for the immediate effectiveness of a limitation, prohibition or suspension pursuant to Rule 9558, NYSE Rule 9558(d) provides for immediate effectiveness “unless otherwise specified” in NYSE's written notice initiating summary proceedings under Rule 9558.

2. Statutory Basis

The Exchange believes that its proposal is consistent with Section 6(b) of the Act,^[14] in general, and furthers the objectives of Section 6(b)(5) of the Act,^[15] in particular, in that it is designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general to protect investors and the public interest, by providing Nasdaq with the ability to promptly serve a written notice initiating summary proceedings through Nasdaq Regulation Department staff in those instances where Nasdaq's Chief Regulatory Officer determines that Nasdaq Regulation Department staff should issue such a written notice.

As discussed above, this proposed revision is modeled after, and substantially similar to, NYSE Rule 9558. In particular, proposed revised Rule 9558(a) would permit Nasdaq Regulation Department to issue a ( printed page 56937) written notice initiating summary proceedings (just as NYSE staff currently may issue a written notice initiating summary proceedings under NYSE Rule 9558) and would permit Nasdaq Regulation Department staff to make a determination of a member's financial or operating difficulty (a determination that NYSE staff currently may make under NYSE Rule 9558).

As noted elsewhere in this proposal, Nasdaq believes that summary proceedings under Rule 9558 often involve time-sensitive matters and require prompt resolution. As one example, Nasdaq may invoke proposed revised Rule 9558 where a member “is in such financial or operating difficulty that Nasdaq Regulation Department staff or FINRA staff determines and so notifies the Commission that the member cannot be permitted to continue to do business as a member with safety to investors, creditors, other members, or Nasdaq.” ^[16] In some instances, summary proceedings may result from an investigation conducted or overseen by the Nasdaq Regulation Department (which, as noted above, is the department within Nasdaq responsible for investigating potential violations of applicable Nasdaq or Commission rules by Nasdaq members and associated persons). Especially because some summary proceedings may result from an investigation conducted by the Nasdaq Regulation Department, Nasdaq believes that permitting Nasdaq Regulation Department staff to issue a written notice initiating summary proceedings will help expedite summary proceedings and avoid potential delays that might result if FINRA staff were needed to issue such a written notice in all instances.^[17]

In addition, Nasdaq believes that conforming proposed Rules 9558(a)(2) and 9558(g) to reflect the proposed revision to Rule 9558(a) will promote clarity and help expedite summary proceedings. In particular, the proposed revision to Rule 9558(a)(2) would allow for Nasdaq Regulation Department staff to both make the determination of a member's financial or operating difficulty and to issue the written notice initiating summary proceedings in appropriate circumstances. In some instances, an investigation conducted or overseen by Nasdaq Regulation Department staff may trigger concern that a member is in such financial or operating difficulty that the member cannot be permitted to continue to do business as a member with safety to investors, creditors, other members, or Nasdaq. As a result, permitting Nasdaq Regulation Department staff to make the determination of a member's financial or operating difficulty would help expedite matters and avoid potential delays if FINRA staff were needed in all instances to make the determination of a member's financial or operating difficulty. Given that proposed revised Rule 9558(a) would allow either Nasdaq Regulation Department staff or FINRA staff to issue a written notice initiating summary proceedings, the proposed revision to Rule 9558(g) also would clarify with whom a written request for termination of a limitation, prohibition or suspension must be filed. The procedural protections afforded to a recipient of a written notice initiating summary proceedings would remain unchanged under proposed revised Rule 9558, as noted above. For example, the issuance on a case-by-case basis of a written notice initiating summary proceedings would continue to require written authorization from Nasdaq's Chief Regulatory Officer. Also, Rule 9558(e) would continue permitting the recipient of a written notice initiating summary proceedings to request a hearing, which would remain governed by Rule 9559. In addition, the particular staff ( i.e., Nasdaq Regulation Department staff or FINRA staff) making the determination of a member's financial or operating difficulty under proposed revised Rule 9558(a)(2) would continue to provide the Commission with notice of the staff's determination.

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. The proposed rule involves the administration of the Exchange's disciplinary code and raises no competitive concerns. Rather than addressing competitive issues, the proposed rule change would enable Nasdaq's Chief Regulatory Officer to authorize either Nasdaq Regulation Department staff or FINRA staff to issue on a case-by-case basis a written notice initiating summary proceedings, would permit Nasdaq Regulation Department staff to both make the determination of a member's financial or operating difficulty and to issue the written notice initiating summary proceedings, and would clarify with whom the recipient of a written notice initiating summary proceedings must file a written request for termination of the limitation, prohibition or suspension on the ground of full compliance with the notice or decision. The circumstances in which Nasdaq's Chief Regulatory Officer may authorize issuance of a written notice initiating summary proceedings remain unchanged.

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

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 after the date of the filing, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A)(iii) of the Act ^[18] and subparagraph (f)(6) of Rule 19b-4 thereunder.^[19]

A proposed rule change filed under Rule 19b-4(f)(6) ^[20] normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b-4(f)(6)(iii),^[21] the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposed rule change may become operative immediately upon filing. The Exchange states that a waiver of the operative delay would permit Nasdaq Regulation Department staff to issue a written notice initiating summary proceedings and to make the determination of a member's financial or operating difficulty, and that permitting Nasdaq ( printed page 56938) Regulation Department staff to take these steps will help expedite the resolution of summary proceedings, which often require a prompt resolution of time-sensitive matters. For this reason, and because the proposed rule change raises no new or novel legal or regulatory issuers, the Commission finds that waiver of the operative delay is consistent with the protection of investors and the public interest. Accordingly, the Commission waives the 30-day operative delay and designates the proposed rule change to be operative upon filing.^[22]

At any time within 60 days of the filing of such 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 under Section 19(b)(2)(B) ^[23] of the Act to determine whether the proposed rule change 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-2026-072 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-2026-072. 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-2026-072 and should be submitted on or before September 25, 2026.