Paxos Securities Settlement Company LLC Application Amendment
Summary
The SEC is publishing a notice of an amendment filed by Paxos Securities Settlement Company, LLC (PSSC) to its application for registration as a clearing agency. The amendment modifies exhibits related to member director considerations, PSSC rules on credit risk and counterparty termination, and ongoing monitoring of participants. The SEC is soliciting public comments on the amendment.
What changed
The Securities and Exchange Commission (SEC) has published a notice regarding an amendment filed by Paxos Securities Settlement Company, LLC (PSSC) to its application for registration as a clearing agency. The amendment, filed on February 27, 2026, modifies key exhibits including those concerning Member Directors' roles and representation, PSSC's consolidated rules on credit risk monitoring and counterparty termination, and technical changes to ongoing monitoring of participants and margin requirements. The SEC has extended its review period to May 28, 2026, and is soliciting public comments on these modifications.
Regulated entities, particularly those involved in securities settlement and clearing, should review the specific changes to PSSC's rules and governance structure. Interested parties are encouraged to submit comments to the SEC by the close of the comment period, which is tied to the extended review deadline. Failure to comply with any resulting regulatory requirements could lead to non-compliance issues with the SEC's oversight of clearing agencies.
What to do next
- Review amendment to PSSC's clearing agency application regarding member directors and PSSC rules.
- Submit comments to the SEC regarding the amendment by May 28, 2026.
Source document (simplified)
Content
March 11, 2026. On February 27, 2026, Paxos Securities Settlement Company, LLC (“PSSC”) filed with the Securities and Exchange Commission
(“Commission”) an amendment (“Amendment”) to its application on Form CA-1 (“Application”) seeking to register as a clearing
agency pursuant to Section 17A of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 17Ab2-1 thereunder. (1) PSSC originally filed its Application on July 14, 2025. (2) The filing of this Amendment serves as PSSC's consent to extend the time for the Commission's review of the Application to
90 days from the filing of the Amendment, or May 28, 2026. (3)
The Commission is publishing this notice (“Notice of Amendment”) to solicit comments on the Amendment. (4) A summary of the Application exhibits modified by the Amendment appears below.
I. Discussion
The Amendment modifies Exhibits C, E, and J of the Application, as described below.
In its amendment to Exhibit C.1, (5) PSSC has provided additional considerations regarding Member Directors and the requirement for fair representation set forth
in Section 17A(b)(3)(C) of the Exchange Act, which state that: (i) Member Directors would not select the initial Public Directors
or the initial Chairman of the Board of Directors of PSSC; (6) (ii) the conflict of interest requirements prescribed in Commission Rule 17Ad-25 apply to Member Directors the same as other
directors; (7) (iii) the role of Member Directors in the nomination of Independent Directors is consistent with the Exchange Act and rules
thereunder; (8) and (iv) a Member Director also serving as a PSSC Corporate Officer cannot serve on a Board committee. (9)
In its amendment to Exhibit E.12, PSSC has provided a consolidated set of the PSSC Rules, removing Exhibits E.12 through E.36
which previously set forth Rules 1 through 15 separately. In addition to consolidating the PSSC Rules into one exhibit and
making certain technical changes, PSSC has modified or added the following aspects of the PSSC Rules: Rule 2.4B regarding
monitoring of credit risk ratings; Rule 2.5D regarding the termination of Counterparty Pairs or Eligible Securities; Rule
5.4B regarding the calculation of the Computed Margin Requirement; and Rule 6.1 regarding the requirement for timely settlement. (10) In addition, PSSC has deleted the definition of “Required Margin Deposit” and provisions of its rules related to the “Potential
Adjustment to the Preliminary Computed Margin Requirement” and to the “Credit Risk Rating as a Modification Factor,” as originally
set forth in Rules 5.4.1.7B and 5.4.2B respectively.
In modifying aspects of the PSSC Rules as described above, the Amendment modifies the Compliance and Risk Management Committee
Charter at Exhibit E.7 to update certain cross references to the corresponding PSSC Rules. (11) In addition, in consolidating the PSSC Rules into one document (i.e., Exhibit E.12), PSSC has revised the numbering for the Schedule of Fees from Exhibit E.37 to Exhibit E.13. (12)
In its amendment to Exhibit J, PSSC has made a number of technical changes, as well as the following changes: (i) under “Ongoing
Monitoring of Participants,” adding discussion of its Credit Risk Rating and the Credit Risk Rating Matrix; (13) (ii) under “Counterparty Pairs for Settlement of Settlement Obligations,” adding discussion regarding actions PSSC may take
in response to a Participant's outstanding Fails; (14) (iii) under “Margin,” in discussing “Computed Margin Requirement,” removing references to the Credit Risk Modification Factor
and revising references to Fails Charges and Excessive Fails Penalties; (15) (iv) under “Margin,” in discussing the “Preliminary Computed Margin Requirement,” deleting discussion of the “Credit Risk
Rating as a Modification Factor;” (v) under “Settlement,” in the context of a Participant's failure to comply with PSSC Rules,
adding reference to restrictions on access, disciplinary proceedings, and ceasing to act; (16) and (vi) at the end of Exhibit J, adding a new discussion of the “Ramp-Up Period,” during which PSSC explains that it would
not commence operations sooner than ten months from the date of any approval of its Application and would limit operations
in certain ways for at least the following 12 months after the initial 10-month period. (17) The specific elements of the Ramp Up Period are described further in the Amendment.
II. Request for Comment
Interested persons are invited to submit written data, views, and arguments concerning the Application as amended, including
whether the Application as amended is consistent with the Exchange Act and the rules and regulations thereunder applicable
to clearing agencies (e.g., Exchange Act Rules 17Ad-22, 17Ad-25, 17Ad-26, and Regulation Systems Compliance and Integrity). (18)
Comments may be submitted by any of the following methods:
Electronic Comments
• Use the Commission's internet comment form (https://www.sec.gov/rules-regulations/how-submit-comment); or
• Send an email to rule-comments@sec.gov. Please include file number 600-39 on the subject line.
Paper Comments
- Send paper comments to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090. All submissions should refer to file number 600-39. 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-regulations/commission-orders-notices/other-commission-orders-notices-information).
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 600-39 and should be submitted on or before April 6,
2026.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. (19)
Vanessa A. Countryman, Secretary. [FR Doc. 2026-05026 Filed 3-13-26; 8:45 am] BILLING CODE 8011-01-P
Footnotes
(1) 15 U.S.C. 78 q -1; 17 CFR 240.17ab2-1.
(2) Notice of filing of the Application was published for comment in the
Federal Register
on August 6, 2025. Release No. 34-103624 (Aug. 1, 2025), 90 FR 37940 (Aug. 6, 2025). On November 4, 2025, the Commission instituted
proceedings pursuant to Section 19(a)(1)(B) of the Exchange Act to determine whether to grant or deny the Application. Release
No. 34-104174 (Nov. 4, 2025), 90 FR 51416 (Nov. 17, 2025) (“OIP”). On January 30, 2026, the Commission designated a longer
period for Commission action on the OIP. Release No. 34-104757 (Jan. 30, 2026), 91 FR 4974 (Feb. 3, 2026).
(3) 15 U.S.C. 78s(a)(1)(B). See also 17 CFR 240.17Ab2-1(d).
(4) Non-confidential aspects of the Application exhibits modified by the Amendment, including any exhibits cited in this Notice
of Amendment, are available on the Commission's website together with the previously filed Application at: https://www.sec.gov/rules-regulations/other-commission-orders-notices-information/pssc-form-ca-1.
(5) Capitalized terms not defined in this Notice of Amendment are defined in the Application.
(6) Amendment, Exhibit C.1 at 9-10.
(7) Id. at 10.
(8) Id. at 10-12.
(9) Id. at 12.
(10) See Amendment, Exhibit E.12 (“PSSC Rules”).
(11) See Amendment, Exhibit E.7.
(12) See Amendment, Exhibit E.13.
(13) Amendment, Exhibit J at 7-9.
(14) Id. at 12.
(15) Id. at 18.
(16) Id. at 25.
(17) Id. at 37-39.
(18) See 17 CFR 240.17ad-22 (“Rule 17Ad-22”), 240.17ad-25 (“Rule 17Ad-25”), and 240.17ad-26 (“Rule 17Ad-26”); 17 CFR 242.1000 through
242.1007 (“Regulation Systems Compliance and Integrity”).
(19) 17 CFR 200.30-3(a)(16).
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