Pursuant to the provisions of Section 19(b)(1) under the Securities Exchange Act of 1934 (“Act”),^[1] and Rule 19b-4 thereunder,^[2] notice is hereby given that on September 30, 2026, Long-Term Stock Exchange, Inc. (“LTSE” or the “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II and III below, which Items have been prepared by the self-regulatory organization. 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 is filing with the Commission a proposed rule change to amend the LTSE Fee Schedule to add an incentive program for Market Makers.^[3] The Exchange proposes to implement the changes to the fee schedule pursuant to this proposal on October 1, 2026.

The text of the proposed rule change is available at the Exchange's website at longtermstockexchange.com/​, and at the principal office of the Exchange. ( printed page 65828)

II. Self-Regulatory Organization's Statement on 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 self-regulatory organization 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

On September 29, 2026, LTSE amended its rules governing registered Market Makers.^[4] Under LTSE's Market Maker rules, Market Makers receive no benefits for making markets. To attract Market Makers, the Exchange is adding to its Fee Schedule the Market Maker Incentive Program. This program is designed to improve market quality in many Non-LTSE-Primary- Listed Securities ^[5] that trade on the Exchange by incentivizing Market Makers to quote at the national best bid or offer (“NBBO”) ^[6] in Market Maker Incentive-Eligible Securities (defined below).

The Market Maker Incentive Program. Under the program, a Market Maker that posts displayed quotes on the Exchange at the NBBO for the times specified below during the Regular Market Session (as defined in LTSE Rule 1.160kk)) in a Market Maker Incentive-Eligible Security, as defined below, in which the Market Maker is registered pursuant to Rule 11.153 will be eligible for the following monthly incentives, subject to the Monthly Incentive Cap (defined below):

A Market Maker's time at the NBBO is calculated daily and averaged across the month by aggregating the percentage of time during the Regular Market Session during which the Market Maker's Primary MPID (as defined in Rule 11.151(d)(12)) has at least one round lot displayed at the NBBO.^[7] The Exchange excludes from its calculation of whether a Market Maker qualifies for the Market Maker Incentive: (1) any trading day that the Exchange's system experiences a disruption that lasts for more than 60 minutes during the Regular Market Session; (2) any day with a scheduled early market close; and (3) the “Russell Reconstitution Day” (typically the last Friday in June).^[8]

During the first month in which a Market Maker is eligible to participate in the Market Maker Incentive Program, for each security in which the Market Maker registers, it may earn a pro-rata share of the monthly incentive described above (calculated on a daily basis) if the Market Maker commences quoting in its registered security on a day after the first business day of the month. All of the other provisions apply during the first month, including the Monthly Incentive Cap and the Liquidity Incentive Program Exclusion (both defined below).

The Monthly Incentive Cap limits incentives for Non-LTSE Listed Securities in a billing month to no more than 20 for every one Dually-Listed Security in which the Market Maker is registered. The Monthly Incentive Cap constrains the amount of monthly incentives that the Exchange must pay and encourages Market Makers to register in Dually-Listed Securities in particular.

Additionally, where a Market Maker meets the quoting requirements for both the Market Maker Incentive Program and the Liquidity Incentive Program, the Market Maker Incentive Program incentive shall apply in lieu of the Liquidity Incentive Program incentive. This is referred to as the “Liquidity Incentive Program Exclusion.”

“Market Maker Incentive-Eligible Securities” are those securities that qualify for the incentives set forth in the Market Maker Incentive Program. The Exchange will maintain a list of Market Maker Incentive-Eligible Securities, which will be provided to Market Makers upon request, and that list will include all Dually-Listed Securities and certain Non-LTSE Listed Securities selected on the basis of their trading characteristics. Non-LTSE Listed Securities will be screened, applying several objective factors that relate to a security's trading characteristics, and securities that meet specific thresholds with respect to these factors will be included as Market Maker Incentive-Eligible Securities. These factors are share price, average daily volume traded, average daily notional value traded, intra-day volatility, and time at the NBBO,^[9] and they are designed to identify securities in which increased quoting would be impactful to both LTSE and the market, but not unduly burdensome to Market Makers in meeting the quoting requirements to earn incentives under the program. LTSE will review the eligibility of Non-LTSE Listed Securities annually and update the list of Market Maker Incentive-Eligible Securities. The Exchange will provide Market Makers adequate advance notice of changes to the list (if any). The balance between the quoting thresholds and the incentives offered under the program are discussed below.

2. Statutory Basis

The Exchange believes that its proposal is consistent with Section 6(b) of the Act ^[10] in general, and furthers the objectives of Sections 6(b)(4) ^[11] and 6(b)(5) ^[12] of the Act in particular.

(1) Section 6(b)(4) Analysis

Section 6(b)(4) of the Act requires that the rules of a national securities exchange provide for the equitable allocation of reasonable dues, fees and other charges among all of its Members and issuers and other persons using its facilities. With the addition of the Market Maker Incentive Program to its Fee Schedule, the Exchange's rules will continue to provide for the equitable allocation of reasonable dues, fees and other charges among its Members and issuers and other persons using its facilities.

The amounts of the incentives are reasonable. Under the proposed Market Maker Incentive Program, LTSE offers Marker Makers the opportunity to earn monthly payments of $850, $1,000, and $1,250 per Market Maker Incentive-Eligible Security (depending on time spent at the NBBO and whether the security is a Dually-Listed Security or a Non-LTSE Listed Security), subject to the Monthly Incentive Cap, which limits incentives for Non-LTSE Listed Securities in a billing month to no more than 20 for every Dually-Listed Security in which the Market Maker is registered. The Exchange believes these incentive levels are reasonable in the current environment where, as discussed below, competitive forces constrain the Exchange's fees and drive incentives. By way of comparison, the proposed incentives are comparable to those offered by NYSE American LLC.^[13]

A Market Maker may earn a pro-rata share of monthly incentives calculated daily, on a security by security basis, if the Market Maker commences quoting in one or more of its registered securities on a day after the first business day of the month, but this would apply only during the first month in which a Market Maker is eligible to participate in the Market Maker Incentive Program and would be subject to the other program provisions, including the Monthly Incentive Cap and the Liquidity Incentive Program Exclusion. Therefore, Market Makers would be compensated in direct proportion to the time they bear active quoting risks and obligations. Accordingly, the Exchange believes that the amounts of any pro-rata incentives would be reasonable for the same reason that the full incentive amounts are reasonable.^[14]

The Exchange operates in a highly fragmented and competitive market in which market making firms choose to make markets on venues based on fee and incentive levels. LTSE is only one of sixteen registered equities exchanges, all of which have rules permitting the registration of market makers. 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, 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] Accordingly, within this landscape, the Exchange believes that the amounts of its proposed incentives are reasonable.

With the addition of the Market Maker Incentive Program, the Exchange's dues, fees, and other charges continue to be equitably allocated. The reward a Market Maker receives under this program is tied to achieving specific quoting thresholds:

• a Market Maker must quote at the NBBO in a Market Maker Incentive-Eligible Dually-Listed Security at least 70% the time to earn $1,250; and
• a Market Maker must quote at the NBBO in a Market Maker Incentive-Eligible Non-LTSE Listed Security at least 50% the time to earn $850;
• a Market Maker must quote at the NBBO in a Market Maker Incentive-Eligible Non-LTSE Listed Security at least 70% of the time to earn $1,000.

The proposed reward levels are calibrated to levels of market risk taken on by a Market Maker and the projected benefits to the Exchange. Those projected benefits include increased liquidity available at the NBBO in Market Maker Incentive-Eligible Securities, improved price discovery generally and for Market Maker Incentive-Eligible Securities in particular, increased order flow to the Exchange, and improved trading conditions for all market participants on the Exchange through narrower bid-ask spreads.^[16]

Additionally, the proposed larger incentive for Market Makers in Dually-Listed Securities appropriately corresponds to the greater quoting requirement of 70% at the NBBO threshold. A Market Maker registered in a Dually-Listed Security that fails to reach the 70% threshold would not receive any incentive; in contrast, a Market Maker registered in a Non-LTSE Listed Security that quotes at the NBBO less than 70% but at least 50% of the time would still be eligible for an incentive. The proposed larger incentive for making a market in a Dually-Listed Security appropriately corresponds to the risk associated with the single quoting threshold, set at the higher 70% level. As described in greater detail below, the proposed larger incentive for making a market in a Dually-Listed Security also reflects the Exchange's: (1) proposed requirement to register in at least one Dually-Listed Security as a condition of earning any incentive under the program (by operation of the Monthly Incentive Cap), coupled with the fact that the number of Dually-Listed Securities are limited in number, which offers Market Makers limited choices in those securities; and (2) commitment to enhance liquidity in Dually-Listed Securities.

The proposed incentives would be subject to the Monthly Incentive Cap, which limits incentives for Non-LTSE Listed Securities in a billing month to no more than 20 for every one Dually-Listed Security in which the Market Maker registers. The purposes of the Monthly Incentive Cap are to constrain the amount of monthly incentives that the Exchange must pay and to incentivize quoting in Dually-Listed Securities. Market Makers must register in one or more Dually-Listed Securities to participate in the Market Maker Incentive Program. At this time, there are not very many Dually-Listed Securities and, as mentioned above, Dually-Listed Securities are automatically included as Market Maker ( printed page 65830) Incentive-Eligible Securities ( i.e., they are not subject to the objective criteria mentioned above).^[17] The Exchange proposes to offer a higher incentive for quoting at the NBBO in Dually-Listed Securities to compensate for this lack of choice.

For these reasons, the LTSE believes that the addition of the Market Maker Incentive Program would result in a continued equitable allocation of Exchange revenues.

(2) Section 6(b)(5) Analysis

Section 6(b)(5) of the Act requires, among other things, that the rules of the Exchange not be designed to permit unfair discrimination between customers, issuers, brokers or dealers. The Market Maker Incentive Program discriminates fairly among issuers, brokers, and dealers (and does not discriminate among customers) in ways that are standard among the national securities exchanges.

The Market Maker Incentive Program discriminates fairly among brokers and dealers. Only Market Makers that are registered in one or more Dually-Listed Securities are eligible to earn the proposed monthly incentives.^[18] This type of discrimination is standard; national securities exchanges offer incentives and rebates exclusively to market makers. The criteria for becoming a registered Market Maker apply equally to all Members.

The Market Maker Incentive Program also discriminates among issuers in two ways, and both are fair. First, the Market Maker Incentive Program favors Dually-Listed Securities by automatically including Dually-Listed Securities as Market Maker Incentive-Eligible Securities. Its preference of Dually-Listed Securities (over Non-LTSE Listed Securities) is also reflected in the amount of the proposed incentives, which varies according to whether the Market Maker quotes in a Dually-Listed Security or a Non-LTSE Listed Security: for Dually-Listed Securities, Market Makers may earn $1,250 for quoting at the NBBO at least 70% of the time; for Non-LTSE Listed Securities, they may earn $1,000 for quoting at least 70% of the time, or $850 for quoting at least 50% of the time.

Enhancing liquidity in Dually-Listed Securities is a primary objective of the Market Maker Incentive Program, reflecting the Exchange's heightened commitment to issuers that have chosen to dual-list on LTSE. It is common for equity markets to preference market making in securities they list. Other national securities exchanges have adopted market making programs that apply exclusively to securities listed on the proposing exchange,^[19] which is far more discriminatory than what LTSE proposes.^[20] Additionally, while the amounts of the proposed incentives offered by the Exchange for quoting at the NBBO vary for Dually-Listed Securities and Non-LTSE Listed Securities, that discrimination is fair for the reasons discussed above ( i.e., the higher incentive offered for making markets in Dually-Listed Securities reflects Market Makers' lack of choice in selecting Dually-Listed Securities and the increased risk associated with the singular eligibility threshold).

Second, the Market Maker Incentive Program incentivizes market making in only Market Maker Incentive-Eligible Securities, and thus discriminates among issuers of Non-LTSE Listed Securities. The Commission has consistently permitted exchanges to adopt differentiated pricing (and rebates) for distinct categories of securities, provided that the distinctions are based on reasonable, non-arbitrary criteria and further the purposes of the Act. As discussed above, LTSE will include certain Non-LTSE Listed Securities as Market Maker Incentive-Eligible Securities by applying several objective factors that relate to a security's trading characteristics and designating the securities that meet certain thresholds with respect to these factors to be Market Maker Incentive-Eligible Securities.^[21] The Exchange has permitted similar types of discrimination before,^[22] and the discrimination in this proposal does not raise any novel regulatory issues under the Act.

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

The Exchange believes that the proposed change will not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act, consistent with Section 6(b)(8) of the Act.^[23] To the contrary, the proposal is a competitive response to incentives offered by other exchanges.^[24]

The Exchange operates in a highly competitive market in which market participants can readily choose to send their orders to other exchanges and off-exchange venues. Currently, the Exchange has less than 1% market share of executed volume of equities trading. In such an environment, the Exchange must continually adjust its fees and incentives to remain competitive with other exchanges and with off-exchange venues. Because competitors are free to modify their own fees and credits in response, and because market participants may readily adjust their order routing practices, the Exchange does not believe its proposed fee change can impose any burden on intermarket competition. The Exchange believes that the proposed change could promote competition between the Exchange and other execution venues, encouraging Market Makers to quote more competitively on the Exchange in a significant number of securities, promoting price discovery, and contributing to a deeper and more liquid market to the benefit of all market participants. In turn, this would encourage market participants to direct their orders to the Exchange.

With respect to intramarket competition, the proposed rule change is designed to attract additional orders to the Exchange. The Exchange believes that the proposed rewards would incentivize market participants to direct their orders to the Exchange. Greater overall order flow, trading opportunities, and pricing transparency benefit all market participants on the Exchange by enhancing market quality and continuing to encourage Members to send orders, thereby contributing towards a robust and well-balanced market ecosystem. Further, the Exchange notes that the Market Maker Incentive Program is open on equal terms to all Members who register as a Market Maker pursuant to Rule 11.150 and are registered in one or more Dually-Listed Securities. The proposed incentives are proportional and based on quoting at the NBBO, an objective measure; they are not discretionary grants.

For these reasons, the Exchange believes that the proposed rule change will not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act.

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

The Exchange neither solicited nor received comments on the proposed rule change.

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

This proposed rule change establishes dues, fees or other charges among its members and, as such, may take effect upon filing with the Commission pursuant to Section 19(b)(3)(A)(ii) of the Act ^[25] and paragraph (f)(2) of Rule 19b-4 thereunder.^[26] Accordingly, the proposed rule change would take effect upon filing with the Commission.

At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend the rule change if it appears to the Commission that the action is necessary or appropriate in the public interest, for the protection of investors, or would otherwise further 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-LTSE-2026-22 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-LTSE-2026-22. 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 LTSE and on its internet website at longtermstockexchange.com/​. 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-LTSE-2026-22 and should be submitted on or before November 6, 2026.

Footnotes