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 October 1, 2026, 24X National Exchange LLC (“24X” 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 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 make certain amendments to its warrant performance incentive program. The proposed rule change is available on the Exchange's website at equities.24exchange.com/​regulation 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 self-regulatory organization 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 those 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 parts of such statements.

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

1. Purpose

The Exchange adopted a warrant performance incentive program (“Program”) to allow Members of the Exchange who participate in the Program (“Participants”) ^[3] to earn the right to purchase Non-Voting Common Units ^[4] of 24X US Holdings LLC (“24X US Holdco”), the Exchange's parent company.^[5] As described in the Warrant Program Release, each Member of the Exchange may become a Participant in the Program by prepaying $500,000 in Exchange fees (“Prepayment Fee”) and satisfying the Program eligibility requirements.^[6] Upon joining the Program, each Participant will receive a warrant that vests based on the Participant's achievement of certain minimum trading volumes (“Target Volume”) ^[7] on the Exchange during each designated pre-determined period in which the Program is in effect (“Measurement Period”) ^[8] and the Exchange's achievement of a minimum market share during such Measurement Periods (“24X Minimum Overall Market Share”).^[9] When the warrants vest, Participants will have the right to exercise the warrants to purchase a certain number of 24X US Holdco Non-Voting Common Units.

The Exchange has determined to revise the Program to make additional Non-Voting Common Units available to be purchased by Participants starting in the first Measurement Period of 2027 (“Additional Equity”), under different terms than those applicable to the Non-Voting Common Units currently available to be purchased through the Program (“Original Equity”). Specifically, the right to purchase Additional Equity would extend through two additional Measurement Periods in 2028, would be subject to a reduced Prepayment Fee, and would be based on maker volume only instead of total trading volume. ( printed page 66183)

The Exchange also proposes to make two additional changes to the terms of the Program that would apply to the right to purchase both the Original Equity and the Additional Equity. Specifically, as described below, the Exchange proposes to eliminate the 24X Minimum Overall Market Share threshold requirement and exclude certain dates from the calculation of Target Volume in each Measurement Period. All other aspects of the Program would remain the same as described in the Warrant Program Releases.

The Exchange proposes to implement the rule change on October 1, 2026. None of the proposed changes would be applied retroactively.

a. Proposed Changes With Respect to Additional Equity Only

i. Description and Timing of Additional Equity

The Original Equity consists of 1,098,040 Non-Voting Common Units representing 10% of the outstanding total Units on a fully diluted basis of 24X US Holdco as of September 29, 2025. The Original Equity may be purchased by Participants upon the exercise of warrants that vest in accordance with the Program based on trading that occurs during the Program Period, which begins on and including October 14, 2025 and ends on and including December 31, 2027.^[10] The Original Equity is allocated among the Measurement Periods for each of the three years of the Program as follows: ^[11]

The Exchange proposes to also make the Additional Equity available for purchase by Participants upon the exercise of warrants that vest in accordance with the Program based on trading that occurs during the last four Measurement Periods of the existing Program (from and including January 1, 2027 through and including December 31, 2027) and also during two additional Measurement Periods that would begin on and including January 1, 2028 and end on and including June 30, 2028. The Additional Equity would consist of 2,759,103 Non-Voting Common Units representing 22.25% of the outstanding total Units on a fully diluted basis of 24X US Holdco as of September 29, 2025. The Additional Equity would be allocated among the above-mentioned Measurement Periods as follows:

The following table describes the overall number and allocation of Non-Voting Common Units that would be available for purchase by Participants in accordance with the proposed revised Program: ( printed page 66184)

As described below, the Exchange proposes that depending on which Prepayment Fee they elect to pay, Participants of the Program may become eligible to earn either (i) the right to purchase both Original Equity and Additional Equity or (ii) the right to purchase Additional Equity only.

ii. Prepayment Fee

The Exchange proposes that current Participants of the Program who have already paid the $500,000 Prepayment Fee will be automatically eligible to earn the right to purchase Additional Equity for any Measurement Period in which the Program thresholds are met, as long as those Participants continue to meet the other Program eligibility requirements. The Exchange also proposes that any Participant who joins the Program after the proposed rule change goes into effect can either (i) prepay $500,000 in Exchange fees to become eligible to earn the right to purchase both Original Equity and Additional Equity, or (ii) prepay a reduced amount of $250,000 in Exchange fees to become eligible to earn the right to purchase Additional Equity only. The Prepayment Fee must be tendered by the first day of each quarter of the Program Period to participate in the Program as of such quarter until April 1, 2028.

The following are examples of the timing of participation in the Program:

• If Participant A joined the Program by tendering the $500,000 Prepayment Fee and executing the required documentation on October 14, 2025 (the date trading commenced on the Exchange), then Participant A's trading starting on October 14, 2025 would be counted toward the Target Volume for Year 1 and thereafter until the end of the Program Period. Participant A would be eligible to earn the right to purchase both Original Equity and Additional Equity for the entire Program Period.
• If Participant B joined the Program by tendering the $500,000 Prepayment Fee and executing the required documentation on October 22, 2026, then Participant B's trading starting on January 1, 2027 would be counted toward the Target Volume for the first quarter of Year 3 (i.e., the first Measurement Period for Year 3) and thereafter until the end of the Program Period. Participant B would be eligible to earn the right to purchase both Original Equity and Additional Equity starting with the Measurement Period that begins on January 1, 2027 throughout the end of the Program Period.
• If Participant C joined the Program by tendering the $250,000 Prepayment Fee and executing the required documentation on October 22, 2026, then Participant C's trading starting on January 1, 2027 would be counted toward the Target Volume for the first quarter of Year 3 (i.e., the first Measurement Period for Year 3) and thereafter until the end of the Program Period. Participant C would be eligible to earn the right to purchase Additional Equity only starting with the Measurement Period that begins on January 1, 2027 throughout the end of the Program Period.
• If Participant D joined the Program by tendering the $500,000 Prepayment Fee and executing the required documentation on October 1, 2027, then Participant D's trading starting on October 1, 2027 would be counted toward the Target Volume for the fourth quarter of Year 3 (i.e., the last Measurement Period in Year 3) and the first quarter of Year 4 ( i.e., the only Measurement Period in Year 4). Participant D would be eligible to earn both the right to purchase Original Equity for the last Measurement Period in Year 3 and the right to purchase Additional Equity for the last Measurement Period in Year 3 and the only two Measurement Periods in Year 4. No Member may become a Participant that is eligible to earn Original Equity after October 1, 2027.
• If Participant E joined the Program by tendering the $250,000 Prepayment Fee and executing the required documentation on April 1, 2028, then Participant E's trading starting on April 1, 2028 would be counted toward the Target Volume for the second quarter of Year 4 (i.e., the second Measurement Period in Year 4). Participant E would be eligible to earn the right to purchase Additional Equity for the second Measurement Period in Year 4. No Member may become a Participant after April 1, 2028.

All other terms regarding the Prepayment Fee would remain unchanged as described in the Warrant Program Releases.

iii. Target Volume Calculation

As described in the Warrant Program Release, the Target Volume that Participants must meet in order for their warrants to vest is 5% of the average daily trading volume on the Exchange, where the daily trading volume is calculated based on total aggregated average daily volume traded over each Measurement Period.^[12] The Exchange proposes that with respect to Additional Equity only, Target Volume for each ( printed page 66185) Measurement Period will be calculated based solely on Participants' maker volume ( i.e., trading volume which adds liquidity to the Exchange). Target Volume will continue to be calculated based on total trading volume with respect to Original Equity.

Pursuant to the Program requirements, the Non-Voting Common Units subject to the Program would be allocated among Participants who have met or outperformed the Target Volume during each Measurement Period on a pro rata basis based on volume contributions to the 24X market. As described in the Warrant Program Release, the volumes for each Participant are calculated for each of the Measurement Periods,^[13] and the Non-Voting Common Units indicated are allocated among Participants after the end of each Measurement Period. With respect to Additional Equity only, the Exchange proposes to add two Measurement Periods during the first and second quarters of Year 4. Therefore, the Non-Voting Common Units that would be available to be purchased for the first Measurement Period of Year 4 in accordance with the Program will be allocated among Participants that meet the Target Volume on or before April 5, 2028 and after March 31, 2028, based on trading during the first Measurement Period of Year 4, which is the quarterly period from January 1, 2028 through March 31, 2028. The Non-Voting Common Units that would be available to be purchased for the second Measurement Period of Year 4 in accordance with the Program will be allocated among Participants that meet the Target Volume on or before July 5, 2028 and after June 30, 2028, based on trading during the second Measurement Period of Year 4, which is the quarterly period from April 1, 2028 through June 30, 2028. All other terms regarding Target Volume would remain unchanged as described in the Warrant Program Releases.

b. Proposed Changes With Respect to Both Original Equity and Additional Equity

i. Elimination of 24X Minimum Overall Market Share Threshold

As described in the Warrant Program Releases, the 24X Minimum Overall Market Share is a designated target percentage of the CADV for all NMS Stocks eligible for trading on 24X for each relevant Measurement Period.^[14] The CADV is calculated based on the volume reported by all exchanges and trade reporting facilities to a consolidated transaction reporting plan for the relevant Measurement Period.

In order to incentivize participation in the Program and bring greater volume and liquidity to the Exchange, the Exchange proposes to eliminate the 24X Minimum Overall Market Share requirement with respect to Original Equity, and to not implement a 24X Minimum Overall Market Share requirement with respect to Additional Equity. Elimination of the requirement would make Program outcomes more predictable for Participants because Exchange market share depends on the trading activity of all Members and on changes in overall U.S. equity market volume, rather than the individual actions of each Participant. By allowing Participants to determine whether their warrants will vest solely by choosing to meet the Target Volume and not having to rely on other factors outside their control, the proposed revised Program would both attract more new Participants and encourage existing Participants to increase the amount of liquidity they contribute to the Exchange. The Exchange also notes that another national securities exchange offers a warrant program that does not include an exchange market share threshold as a warrant vesting condition.^[15]

ii. Exclusion of Dates

With respect to both Original Equity and Additional Equity, the Exchange also proposes to exclude the following dates from the calculation of the Target Volume that Participants must meet in each Measurement Period in order for their warrants to vest:

On equivalent rebalance and reconstitution dates in the past, a significant percentage of consolidated trading volume has occurred during the closing auctions on the primary listing exchanges. Because these auction executions were not available to the Exchange or Program Participants, they artificially increased consolidated market volume while providing no realistic opportunity for Participants to increase trading volume on 24X. The Exchange therefore proposes to exclude the above dates from the calculation of Target Volume given that their inclusion would create a diluting effect that would make it more difficult for ( printed page 66186) Participants to achieve Target Volume through ordinary trading activity.

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act ^[16] in general, and furthers the objectives of Section 6(b)(5) of the Exchange Act ^[17] in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to and perfect the mechanisms of a free and open market and a national market system and, in general, to protect investors and the public interest. Additionally, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) of the Exchange Act ^[18] requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The Exchange also believes the proposed rule change is consistent with Section 6(b)(4) of the Exchange Act,^[19] which requires that Exchange rules provide for the equitable allocation of reasonable dues, fees and other charges among its members and other persons using its facilities.

The Exchange believes that the proposed changes to the Program are consistent with the Act. Making the Additional Equity available for purchase through the Program at a reduced Prepayment Fee and based on maker volume only would both encourage additional Participant enrollment in the Program, and encourage Participants to provide additional volume and liquidity to the Exchange. The Exchange believes that an increase in volume and liquidity would benefit all market participants by providing more trading opportunities and tighter spreads, even to those market participants that do not participate in the Program, thereby perfecting the mechanism for a free and open market and national market system.

Moreover, the elimination of the 24X Minimum Overall Market Share requirement and exclusion of certain dates from the calculation of Target Volume with respect to both Original Equity and Additional Equity would make it more likely that Participants' warrants would vest in any given Measurement Period. As described above, elimination of the 24X Minimum Overall Market Share requirement would allow Participants to have more control over whether their warrants vest in any given Measurement Period,^[20] and exclusion of certain dates from the calculation of Target Volume would remove a potential diluting effect that otherwise would hamper Participants' ability to achieve Target Volume through ordinary trading activity. These incentives would promote the long-term interests of the Exchange by attracting new Participants and encouraging existing Participants to contribute to the growth and success of the Exchange via actively providing liquidity on the 24X market, and to provide additional investment and funding which could be used for the regulation and operation of the Exchange. The Exchange believes that the additional funds provided as a result of these changes would enable the Exchange to have greater capacity to carry out the purposes of the Act and to comply with the provisions of the Act, the rules and regulations thereunder, and the rules of the Exchange, which, in turn, would protect investors and the public interest.

The Exchange believes that the proposed changes are equitable and not unfairly discriminatory because all Participants may earn the right to purchase both Original Equity and Additional Equity on the same terms and conditions. The additional Measurement Period, Prepayment Fee schedule, and Target Volume modification with respect to Additional Equity are objective and the same for all Participants. Likewise, the elimination of the 24X Minimum Overall Market Share requirement and exclusion of certain dates from the calculation of Target Volume with respect to both Additional Equity and Original Equity are based on objective standards and would have the same effect for all Participants.

A Participant's total equity ownership of 24X US Holdco Units, including any purchased through the exercise of vested warrants via the Program, shall be subject to the ownership limitations of the 24X US Holdco LLC Agreement.^[21] Accordingly, a Participant will not be able to exercise warrants for Non-Voting Common Units to the extent that such exercise would violate such ownership limitations.

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 that is not necessary or appropriate in furtherance of the purposes of the Exchange Act. The Exchange believes that the Program as amended by this proposed rule change would increase both intermarket and intramarket competition by incentivizing Participants to add liquidity to the Exchange, which will enhance the quality of quoting and increase the volume of securities traded on the Exchange. To the extent that there is an additional competitive burden on non-Participants, the Exchange believes that such burden is appropriate because the Program should incentivize Participants to add liquidity to the Exchange and thus enhance the volume of securities traded on the Exchange. To the extent that this purpose is achieved, the Exchange believes that all of the Exchange's market participants would benefit from the improved market liquidity.

Given the robust competition for volume among equities markets, implementing a program to attract liquidity addition like the one proposed in this filing is consistent with the abovementioned goals of the Exchange Act. This is especially true for the smaller exchange markets, such as 24X, which are competing for volume with much larger exchanges that dominate the equities trading industry. As a new exchange, 24X will likely continue to have a nominal percentage of the average daily trading volume in equities in the near term, so it is unlikely that the Program could cause any competitive harm to the equities market or to market participants. Rather, the Program is a modest attempt to attract order volume away from larger competitors by adopting an innovative pricing strategy. The Exchange notes that if the Program results in a modest percentage increase in the average daily trading volume on 24X, while such percentage would represent a large volume increase for 24X, it would represent a minimal reduction in volume of its larger competitors in the industry. The Exchange believes that the Program will help further competition, because market participants will have yet another option in determining where to post liquidity if they factor the benefits of 24X equity participation into the determination. ( printed page 66187)

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

No written comments were solicited or received with respect to the proposed rule change.

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) ^[22] of the Act and subparagraph (f)(2) of Rule 19b-4 thereunder,^[23] because it establishes a due, fee, or other charge imposed by the Exchange. 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 under Section 19(b)(2)(B) ^[24] 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-24X-2026-26 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-24X-2026-26. 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-24X-2026-26 and should be submitted on or before November 9, 2026.

Footnotes