SEC Proposes Rule Changes for Cboe EDGA Trading Halts
Summary
The SEC has published a proposed rule change from Cboe EDGA Exchange, Inc. concerning trading halts. The proposal aims to integrate definitions from the Amended CTA/CQ Plan and reorganize existing rules to improve clarity and consistency in halt procedures.
What changed
The Securities and Exchange Commission (SEC) has published a notice regarding a proposed rule change filed by Cboe EDGA Exchange, Inc. (EDGA). The proposal seeks to adopt new Rules 11.22 and 11.23, integrating definitions and concepts from the Amended CTA/CQ Plan and reorganizing existing Rule 11.16. The new rules will define "Trading Halts" and "Trading Halts Due to Extraordinary Market Volatility," categorizing regulatory and operational halts, improving clarity, and adopting defined terms from the Amended CTA/CQ Plan. This aims to create common criteria and procedures for halting and resuming trading across exchanges in a consistent and transparent manner.
This proposed rule change is currently open for public comment. Regulated entities, particularly broker-dealers and exchanges, should review the proposed rule text to understand the changes to trading halt procedures. Interested parties are encouraged to submit comments to the SEC by the specified deadline to influence the final rule. Failure to comply with future implemented rules could result in regulatory scrutiny or enforcement actions by the SEC.
What to do next
- Review proposed Rule 11.22 and 11.23 regarding trading halts.
- Submit comments to the SEC regarding the proposed rule change by the specified deadline.
- Update internal policies and procedures related to trading halts if the rule is adopted.
Source document (simplified)
Content
March 13, 2026. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”), (1) and Rule 19b-4 thereunder, (2) notice is hereby given that on March 6, 2026, Cboe EDGA Exchange, Inc. (the “Exchange” or “EDGA”) filed with the Securities
and Exchange Commission (the “Commission”) the proposed rule change as described in Items I, II, and III below, which Items
have been prepared by the Exchange. The Exchange filed the proposal as a “non-controversial” proposed rule change pursuant
to Section 19(b)(3)(A)(iii) of the Act (3) and Rule 19b-4(f)(6) thereunder. (4) 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
Cboe EDGA Exchange, Inc. (the “Exchange” or “EDGA”) is filing with the Securities and Exchange Commission (“Commission”) a
proposal to adopt Rules 11.22 and 11.23 to integrate several definitions and concepts from the Amended CTA/CQ Plan and to
reorganize Rule 11.16 in light of the Exchange's experience with applying the rule during its time as a national securities
exchange and to make conforming changes to related rules. The text of the proposed rule change is provided in Exhibit 5.
The text of the proposed rule change is also available on the Commission's website (https://www.sec.gov/rules/sro.shtml), the Exchange's website (https://www.cboe.com/us/equities/regulation/rule_filings/bzx/), 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
In conjunction with adoption of Amended CTA/CQ Plan proposed by its participants (“Amended CTA/CQ Plan”), (5) the Exchange proposes to adopt Rules 11.22 and 11.23 to integrate several definitions and concepts from the Amended CTA/CQ
Plan and to reorganize existing Rule 11.16 in light of the Exchange's experience with applying the rule during its time as
a national securities exchange. (6) Current Rule 11.16 would be reorganized to include only the Limit Up-Limit Down Mechanism. (7) Proposed Rule 11.22 would be entitled “Trading Halts” and would set forth the Exchange's authority to halt trading under various
circumstances. (8) Proposed Rule 11.23 would be entitled “Trading Halts Due to Extraordinary Market Volatility” and would contain the rule text
related to Market-Wide Circuit Breakers currently codified in Rule 11.16(a)-(d), (g)-(j). As part of these changes, the Exchange
will create categories of regulatory and operational halts, improve the rule's clarity, and adopt defined terms from the Amended
CTA/CQ Plan. In addition, the Exchange is updating cross references in other rules that are affected by the proposed changes.
Background
The Exchange has been working with other SROs to establish common criteria and procedures for halting and resuming trading
in equity securities in the event of regulatory or operational issues. These common standards are designed to ensure that
events which might impact multiple exchanges are handled in a consistent manner that is transparent. The Exchange believes
that implementation of these common standards will assist the SROs in maintaining fair and orderly markets. Notwithstanding
the development of these common standards, the Exchange will retain discretion in certain instances as to whether and how
to handle halts, as is described below.
Every U.S.-listed equity security has its primary listing on a specific stock exchange that is responsible for a number of
regulatory functions. (9) These include confirming that the security continues to meet the exchange's listing
standards, monitoring trading in that security and taking action to halt trading in the security when necessary to protect
investors and to ensure a fair and orderly market. While these core responsibilities remain with the primary listing venue,
trading in the security can occur on multiple exchanges that have unlisted trading privileges for the security or in the over-the-counter
market, regulated by the Financial Industry Regulatory Authority, Inc. (“FINRA”). The exchanges and FINRA are responsible
for monitoring activity on the markets over which they have oversight, but also must abide by the regulatory decisions made
by the Primary Listing Market. For example, a venue trading a security pursuant to unlisted trading privileges must halt trading
in that security during a Regulatory Halt, which is a defined term under the proposed rules, [(10)]() and may only trade the security once the Primary Listing Market has cleared the security to resume trading.
While the Exchange and the other SROs intend to harmonize certain aspects of their trading halt rules, other elements of the
rules will continue to be unique to each market. The Exchange believes that this is appropriate to reflect different products
listed or traded on each market.
In addition to establishing common criteria and procedures for halting and resuming trading in equity securities in the event
of regulatory or operational issues, the Exchange is reorganizing the rule to improve clarity. The Exchange will implement
all of the changes proposed herein in conjunction with other SROs implementing the necessary rule changes. The Exchange will
publish a Trade Desk Notice at least 30 business days prior to implementing the proposed changes.
Definitions
The Exchange proposes adding a definitions section as Rule 11.22(a) to consolidate the various definitions that will be used
in the Rule, some of which are taken from the Amended CTA/CQ Plan. The Exchange is adopting the following terms from the Amended
CTA/CQ Plan: “Operating Committee,” “Operational Halt,” “Primary Listing Market,” “Processor,” (11) “Regulatory Halt,” “SIP Halt,” and “SIP Halt Resume Time.” The Exchange is adopting a modified form of the term “Extraordinary
Market Activity” from the Amended CTA/CQ Plan, as described below. The definitions of “Post-Closing Session,” “Pre-Opening
Session,” “Regular Trading Hours,” and “UTP Derivative Security” are currently defined in Rule 1.5(r), (s), (y), and (gg)
respectively and have been cross-referenced in the definitions section. (12)
First, the Exchange proposes to add the definition of “Primary Listing Market” (13) to Rule 11.22(a), which will have the same meaning as in the Amended CTA/CQ Plan, Section XI(a)(i)(H). As is currently the
case under Rule 14.1(c)(3), with respect to UTP Derivative Securities, and under the CTA/CQ Plans, all Regulatory Halt decisions
are made by the market on which the security has its primary listing. This reflects the regulatory responsibility that the
Primary Listing Market has for fair and orderly trading in the securities that list on its market and its direct access to
its listed companies, which are required to advise it of certain events and maintain lines of communication with the Primary
Listing Market. The proposed definition makes clear that if a security is listed on more than one market (a dually-listed
security), the Primary Listing Market means the exchange on which the security has been listed the longest. This provision
matches the language used in the definition of “Primary Listing Exchange” in the Limit Up-Limit Down Plan and will avoid conflict
in the event of dually-listed securities.
Second, the Exchange proposes to add the definition of “Extraordinary Market Activity” to Rule 11.28(a), which would represent
a modified version of the term defined in the Amended CTA/CQ Plan, Section XI(a)(i)(A). (14) Specifically, the Exchange proposes to remove the concept of a “market-wide basis” from the Amended CTA/CQ Plan's definition
of Extraordinary Market Activity for purposes of the Exchange's Rules because the term “Extraordinary Market Activity” would
only be used in the Exchange's Rules as a basis for the Exchange to initiate an Operational Halt, which would only occur on
the market declaring the halt (i.e., the Exchange). (15) The current rule does not include a definition for Extraordinary Market Activity.
The next set of new proposed definitions would be specific to events involving the SIP. While the Exchange recognizes that
many events involving the SIP would also meet the definition of “Extraordinary Market Activity” (as defined in the Amended
CTA/CQ Plan), the Exchange believes that the critical role of the SIPs in market infrastructure factors in favor of additional
guidance on how such events will be handled. The definitions of “SIP Halt Resume Time,” and “SIP Halt” are intended to provide
additional guidance and specific processes to address this subset of potential market issues. (16) In addition, the Exchange is proposing to define terms related to SIP governance needed in order to understand these definitions:
• “Processor” or “SIP” (17) have the same meaning as the term “Processor” set forth in the CTA/CQ Plans, namely the entity selected by the Participants
to perform the processing functions set forth in the Plans. Because the terms “Processor” and “SIP” are also used throughout
the Rules, at times, to apply to processors of information furnished
pursuant to the Nasdaq UTP Plan, the term “Processor” and “SIP” may, in those applicable circumstances, refer to the processor
of transactions in Tape C securities, as set forth in the Nasdaq UTP Plan.
• “Operating Committee” (18) is defined as having the same meaning as in the CTA/CQ Plans, namely the committee charged with administering the CTA/CQ Plans.
The Exchange is proposing to adopt a category of Regulatory Halt, called a “SIP Halt,” (19) which will have the same meaning as that term is defined in Section XI(a)(i)(K) of the CTA/CQ Plans, namely “a Regulatory
Halt to trading in one or more securities that a Primary Listing Market declares in the event of a SIP Outage or Material
SIP Latency.” This new category of Regulatory Halt will address situations where the Primary Listing Market declares a Regulatory
Halt in one or more securities as a result of a SIP Outage (20) or Material SIP Latency. (21)
The Exchange proposes to add a definition of “Regulatory Halt” (22) as having the same meaning as in Section XI(a)(i)(J) of the Amended CTA/CQ Plan, which defines a Regulatory Halt to mean a
halt declared by the Primary Listing Market in trading in one or more securities on all Trading Centers (23) for regulatory purposes, including for the dissemination of material news, news pending, suspensions, or where otherwise necessary
to maintain a fair and orderly market. A Regulatory Halt includes a trading pause triggered by Limit Up-Limit Down, a halt
based on Extraordinary Market Activity (as defined in the Amended CTA/CQ Plan), a trading halt triggered by a Market-Wide
Circuit Breaker, and a SIP Halt.
Finally, the Exchange proposes to add a definition of “Operational Halt,” (24) as having the same meaning as in Section XI(a)(i)(G) of the Amended CTA/CQ Plan, which defines an Operational Halt to mean
“a halt in trading in one or more securities only on a Market declared by such Participant and is not a Regulatory Halt.” (25) An Operational Halt is effective only on the Exchange; other markets are not required to halt trading in the impacted securities.
In practice, the Exchange has always had the capacity to implement operational halts in specified circumstances, but such
halts are not currently referred to as “operational halts” in the Exchange's rules. (26) The proposed change would provide greater clarity on when an Operational Halt may be implemented and the process for halting
and resuming trading in the event of an Operational Halt. An Operational Halt is not a Regulatory Halt.
Regulatory Halt Types
Proposed Rule 11.22(b) would set forth requirements relating to Regulatory Halts.
Authority To Initiate a Regulatory Halt
The Exchange proposes to consolidate the various types of situations that form the basis for declaring a Regulatory Halt in
proposed Rule 11.22(b)(1). In this subsection, the Exchange would identify all of the bases for its Regulatory Halt authority,
including cross-referencing to current rules describing existing halt authority and by adding the new Regulatory Halt authority
consistent with the Amended CTA/CQ Plan.
Proposed Rule 11.22(b)(1)(A) describes “Mandatory Halts,” where the Exchange must issue a Regulatory Halt. The proposed rule
would identify four categories of Regulatory Halts:
- Pursuant to proposed Rule 11.22(b)(1)(A)(i) regarding the Market-Wide Circuit Breakers, which will be retained without modification in proposed Rule 11.23 (currently codified in Rule 11.16(a)-(d); (f)-(j)). This proposed rule would effectuate the definition of Regulatory Halt in proposed Rule 11.22(a)(8), which cross-references Section XI(a)(i)(J) of the Amended CTA/CQ Plan.
- Pursuant to proposed Rule 11.22(b)(1)(A)(ii) regarding the Limit Up-Limit Down Mechanism (proposed Rule 11.16). This proposed rule would effectuate the definition of Regulatory Halt in proposed Rule 11.22(a)(8), which cross-references Section XI(a)(i)(J) of the Amended CTA/CQ Plan. The Exchange, as a non-Primary Listing Market, does not itself declare trading pauses pursuant to the Limit Up-Limit Down Mechanism, but rather implements such pauses declared by Primary Listing Markets.
- Pursuant to proposed Rule 11.22(b)(1)(A)(iii), which would provide that the Exchange must halt trading when the Primary Listing Market declares a SIP Halt or halts trading based on Extraordinary Market Activity. This proposed rule would effectuate the definition of Regulatory Halt in proposed Rule 11.22(a)(8), which cross-references Section XI(a)(i)(J) of the Amended CTA/CQ Plan.
- Pursuant to proposed Rule 11.22(b)(1)(A)(iv), which would provide that the Exchange would honor a Regulatory Halt initiated by the Primary Listing Market for any security listed on the Exchange. This proposed rule would effectuate the definition of Regulatory Halt in proposed Rule 11.22(a)(8), which cross-references Section XI(a)(i)(J) of the Amended CTA/CQ Plan. The Exchange proposes to add proposed Rule 11.22(b)(1)(A)(iv)(a), which makes clear that the start time of a Regulatory Halt is the time the Primary Listing Market declares the Regulatory Halt, regardless of whether communication issues impact the dissemination of notice of the Halt. (27) This proposal would provide market participants with certainty on the official start time of the Regulatory Halt. Under the proposed rule, the start time is fixed by the Primary Listing Market; it is not dependent on whether notice is disseminated immediately. This will avoid possible disagreement if the Regulatory Halt time were tied to dissemination or receipt of notification, which may occur at different times. The Exchange recognizes that in situations where communication is interrupted, trades may continue to occur until news of the Regulatory Halt reaches all Trading Centers. However, a fixed “official” Regulatory Halt time will allow SROs to revisit trades after the fact and determine in a consistent manner whether specific trades should stand.
Resumption of Trading After a Regulatory Halt
The SROs have jointly developed processes to govern the resumption of trading in the event of a Regulatory Halt. While the
actual process of re-launching trading will remain unique to each exchange, the proposed rule would harmonize certain common
elements of the reopening process that would benefit from consistency across markets. These common elements include the primacy
of the Primary Listing Market in resumption decisions, the requirement that the Primary Listing Market make its determination
to resume trading in good faith, (28) and certain parts of the complex process of reopening trading after a SIP Halt. With respect to a SIP Halt, common elements
of the reopening process include the interaction among SROs (including the Primary Listing Market with the SIP), the requirement
that the Primary Listing Market terminate a SIP Halt with a notification that specifies a SIP Halt Resume Time, the minimum
quoting times before resumption of trading, the cutoff time after which trading would not resume during Regular Trading Hours,
and the time when trading may resume if the Primary Listing Market does not open a security within the amount of time specified
in its rules after the SIP Halt Resume Time.
Proposed Rule 11.22(b)(2), which incorporates Section XI(a)(v)(A) and Section XI(a)(vi)(C) of the Amended CTA/CQ Plan, is
divided into the following two subsections concerning resumption of trading: (A) after a Regulatory Halt other than a SIP
Halt; and (B) after a SIP Halt. Proposed Rule 11.22(b)(2)(A)(i) provides that, for a Regulatory Halt other than a SIP Halt,
the Exchange may resume trading after the Exchange receives notification from the Primary Listing Market that the Regulatory
Halt has been terminated.
Proposed Rule 11.22(b)(2)(A) provides the process to be followed when resuming trading upon the conclusion of Regulatory Halts
other than SIP Halts. The new rule would effectuate Section XI(a)(v) of the Amended CTA/CQ Plan.
Proposed Rule 11.22(b)(2)(B) would address the resumption of trading following a SIP Halt. The new rule would effectuate Section
XI(a)(vi) of the Amended CTA/CQ Plan. Proposed Rule 11.22(b)(2)(B)(i) would provide that, for securities subject to a SIP
Halt initiated by another exchange that is the Primary Listing Market, during Regular Trading Hours, the Exchange may resume
trading after trading has resumed on the Primary Listing Market or notice has been received from the Primary Listing Market
that trading may resume. During Regular Trading Hours, if the Primary Listing Market does not open a security within the amount
of time specified by the rules of the Primary Listing Market after the SIP Halt Resume Time, the Exchange may resume trading
in that security. Outside Regular Trading Hours, the Exchange may resume trading immediately after the SIP Halt Resume Time. (29)
Proposed Rule 11.22(b)(2)(C) would state that trading will resume and orders will be accepted pursuant to the re-opening process
found in current Rule 11.7(e). The Exchange proposes to amend Rule 11.7(e) to make clear that the rule only applies to the
resumption of trading following a Regulatory Halt and to amend the cross-reference to the rule associated with halts due to
a Market-Wide Circuit Breaker. Rule 11.7(e) describes the re-opening process for all securities subject to a Regulatory Halt
and is consistent with current practice.
Operational Halt
The Exchange proposes in Rule 11.22(c) to address Operational Halts, which are non-regulatory in nature and apply only to
the Exchange that calls the halt. As described above, the Exchange has always had the capacity to implement operational halts
and local trading suspensions in specified circumstances, but such halts are not currently referred to as “operational halts”
in the Exchange's rules. (30) As part of the Exchange's assessment with the other SROs of the halting and resumption of trading, the Exchange believes that
the markets would benefit from greater clarity regarding when an Operational Halt may be appropriate. (31) In part, the proposed change is designed to cover situations similar to those that might constitute a Regulatory Halt, but
where the impact is limited to a single market. For example, just as a market disruption might trigger a Regulatory Halt for
Extraordinary Market Activity (as defined in the Amended CTA/CQ Plan) if it affects multiple markets, so a disruption at the
Exchange, such as a technical issue affecting trading in one or more securities, could impact trading on the Exchange so significantly
that an Operational Halt is appropriate in one or more securities. In such an instance, it would be in the public interest
to institute an Operational Halt to minimize the impact of a disruption that, if trading were allowed to continue, might negatively
affect a greater number of market participants. An Operational Halt does not implicate other trading centers.
Proposed Rule 11.22(c)(1) would specify the Exchange's authority to initiate an Operational Halt, which is discretionary,
and provide that the Exchange may declare an Operational Halt for any security trading on the Exchange if it is experiencing
Extraordinary Market Activity on the Exchange (proposed Rule 11.22(c)(1)(A)) or when otherwise necessary to maintain a fair
and orderly market or in the public interest (proposed Rule 11.22(c)(1)(B)).
Under proposed Rule 11.22(c)(2) the Exchange would notify the Processor if it has concerns about its ability to collect and
transmit quotes, orders, or last sale prices, or if it has declared an Operational Halt or suspension of trading in one or
more Eligible Securities (as that term is defined in the Amended CTA/CQ Plan), pursuant to the procedures adopted by the Operating
Committee.
Proposed Rule 11.22(c)(3) will clarify how the Exchange resumes trading after an Operational Halt. Proposed Rule 11.22(c)(3)(A)
provides that the Exchange would resume trading when it determines that trading may resume in a fair and orderly manner consistent
with the Exchange's rules. Proposed Rule 11.22(c)(3)(B) specifies that the Exchange would resume trading following an Operational
Halt pursuant to Rule 11.7(f). The Exchange proposes adding subsection (f) to Rule 11.7 to describe the Exchange's re-opening
process for a security subject to an Operational Halt, which differs from the process of re-opening a security following a
Regulatory Halt. Proposed Rule 11.7(f) describes the Exchange's current practice for re-opening securities that are not subject
to a Regulatory Halt and states that while a security is subject to an Operational Halt, orders will not be accepted for queuing
prior to the security's resumption of trading and that any open
orders on the EDGA Book [(32)]() will be cancelled. [(33)]() Proposed Rule 11.7(f)(1) states that a security subject to an Operational Halt will return to trading when the Exchange declares
that trading may resume pursuant to Rule 11.22(c)(3).
Proposed Rule 11.22(c)(4) provides that trading in a halted security shall resume at the time specified by the Exchange in
a notice. It would further specify that the Exchange would notify all other Plan participants and the SIP of such Operational
Halt as well as provide notice that an Operational Halt has been lifted using such protocols and other emergency procedures
as may be mutually agreed to between the Operating Committee and the Exchange. If the SIP is unable to disseminate notice
of an Operational Halt or the Exchange is not open for trading, the Exchange would take reasonable steps to provide notice
of an Operational Halt, which shall include both the type and start time of the Operational Halt. Each Plan participant shall
continuously monitor communication protocols established by the Operating Committee and the Processor during market hours
to disseminate notice of an Operational Halt, and the failure of a participant to do so shall not prevent the Exchange from
initiating an Operational Halt.
Conforming Changes to Other Rules
The Exchange is proposing to modify Rules 11.7 (Opening Process), Rule 11.8 (Order Types), Rule 11.10 (Order Execution), Rule
11.11 (Routing to Away Trading Centers), Rule 11.20 (Obligations of Market Makers), and Rule 14.1 (Unlisted Trading Privileges)
that cross reference Rule 11.16 in light of the reorganization of current Rule 11.16 into Rules 11.22 and 11.23. Rule 11.8(a)(2),
Rule 11.10(a)(3), Rule 11.11(b), Rule 11.20(d)(2)(D) and Rule 11.20(d)(2)(E) will be modified to update a cross reference
to the Rule that governs Limit Up-Limit Down procedures. Additionally, the introductory text to Rule 11.11 will be amended
to include the word “Rule” that was inadvertently omitted. Rule 11.7(e) will be modified to update a cross reference to the
Rule that governs halts under a Market-Wide Circuit Breaker. In addition, Rule 11.7(e) will be modified to include the word
“Regulatory” in order to indicate its applicability only to Regulatory Halts. Rule 14.1(c)(3) will be modified to update a
cross reference to current Rule 11.16. Rule 14.1 Interpretation and Policies.01 will be modified to correct an incorrect rule reference to Rule 14.1(c)(4)(A) and (B) to properly reflect Rule 14.1(c)(3)(A)
and (B). The Exchange notes that the changes described above are not substantive and serve only to update cross references
to rules that have been relocated.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with the Securities Exchange Act of 1934 (the “Act”) and the
rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of Section 6(b) of the Act. (34) Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) (35) requirements that the rules of an exchange be 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 regulating, clearing,
settling, processing information with respect to, and facilitating transactions in securities, 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. Additionally, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) (36) requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers,
or dealers.
As described above, the Exchange and other SROs are seeking to adopt harmonized rules related to halting and resuming trading
in U.S.-listed equity securities. The Exchange believes that the proposed rules will provide greater transparency and clarity
with respect to the situations in which trading will be halted and the process through which that halt will be implemented
and terminated. Particularly, the proposed changes seek to achieve consistent results for participants across U.S. equities
exchanges while maintaining a fair and orderly market, protecting investors and protecting the public interest. Based on the
foregoing, the Exchange believes that the proposed rules are consistent with Section 6(b)(5) of the Act (37) because they will foster competition and coordination with persons engaged in regulating and facilitating transactions in
securities.
As discussed previously, the Exchange believes that the various provisions of the proposed rules that will apply to all SROs
are focused on the type of cross-market event where a consistent approach will assist market participants and reduce confusion
during a crisis. Because market participants often trade the same security across multiple venues and trade securities listed
on different exchanges as part of a common strategy, the Exchange believes that the proposed rules will lessen the risk that
market participants holding a basket of securities will have to deal with divergent outcomes depending on where the securities
are listed or traded. Conversely, the proposed rules would still allow individual SROs to react differently to events that
impact various securities or markets in different ways. This avoids the “brittle market” risk where an isolated event at a
single market forces all markets trading equity securities to halt or halts trading in all securities where the issue impacted
only a subset of securities. By addressing both concerns, the Exchange believes that the proposed rules further the Act's
goal of maintaining fair and orderly markets.
The Exchange believes that the proposed rules' focus of responsibility on the Primary Listing Market for decisions related
to a Regulatory Halt and the resumption of trading is consistent with the Act, which itself imposes obligations on exchanges
with respect to issuers that are listed. As is currently the case, the Primary Listing Market would be responsible for the
many regulatory functions related to its listings, including the determination of when to declare a Regulatory Halt. While
these core responsibilities remain with the Primary Listing Market, trading in the security can occur on multiple exchanges
that have unlisted trading privileges for the security, such as on the Exchange, or in the over-the-counter market, regulated
by FINRA. The Exchange is responsible for monitoring activity on its own markets, but also must honor a Regulatory Halt.
The proposed changes relating to Regulatory Halts would ensure that all SROs handle the situations covered therein in a consistent
manner that would prevent conflicting outcomes in cross-market events and ensure that all trading centers recognize a Regulatory
Halt declared by the Primary Listing Market. The changes are consistent with and implement the Amended CTA/CQ Plan.
The Exchange believes that the other definitions in the proposed rules are also consistent with the Act. For example, the
proposed rules would define what constitutes Extraordinary Market Activity, consistent with the amended definition of that
term in the Amended CTA/CQ Plan, thereby furthering the Act's goal of promoting fair and orderly markets. The Exchange is
also proposing to adopt definitions for “SIP Outage,” “Material SIP Latency” and “SIP Halt,” to explicitly address situations
that may disrupt the markets, and these definitions are identical to the definitions in the Amended CTA/CQ Plan. The proposed
rules provide guidance on when the Exchange should seek information from the Operating Committee, other SROs and market participants
as well as means for dissemination of important information to the market, consistent with the Amended CTA/CQ Plan. The Exchange
believes these provisions strike the right balance in outlining a process to address unforeseen events without preventing
SROs from taking action needed to protect the market.
The Exchange believes that the proposed rules, which make halts more consistent across exchange rules, are consistent with
the Act in that they will foster cooperation and coordination with persons engaged in regulating the equities markets. In
particular, the Exchange believes it is important for SROs to coordinate when there is a widespread and significant event,
as multiple trading centers are impacted in such an event. Further, while the Exchange recognizes that the proposed rule will
not guarantee a consistent result on every market in all situations, the Exchange does believe that it will assist in that
outcome. While the proposed rules relating to Regulatory Halts focus primarily on the kinds of cross-market events that would
likely impact multiple markets, individual SROs will still retain flexibility to deal with unique products or smaller situations
confined to a particular market.
Also consistent with the Act, and with the Amended CTA/CQ Plan, is the Exchange's proposal in Rule 11.22(c) to address Operational
Halts, which are non-regulatory in nature and apply only to the exchange that calls the halt. As noted earlier, the Exchange
presently has the ability to implement operational halts and local trading suspensions, but such halts are not currently referred
to as “operational halts” in the Exchange's rules. (38) The Exchange also notes that its proposed Rule 11.22(c) regarding Operational Halts is substantially identical to the proposals
filed by competitor exchanges, (39) and is therefore not novel.
The Exchange believes that its proposal to introduce Rule 11.7(f) is consistent with the Act because it will describe the
Exchange's ability to accept and process orders during an Operational Halt and describe the re-opening process for securities
subject to an Operational Halt, which will provide clarity to market participants about how their orders will behave during
an Operational Halt and describe how a security subject to an Operation Halt will resume trading.
Additionally, the proposed conforming changes to Rules 11.7, 11.8, 11.10, 11.11, 11.20, and 14.1 are consistent with the Act
in that they seek to provide the correct reference to the Limit Up-Limit Down procedures and halts, suspensions, or trading
pauses due to Market-Wide Circuit Breakers without modification from current Rule 11.16. The Exchange believes that it is
consistent with the Act to reorganize the text related to Market-Wide Circuit Breakers currently codified in Rule 11.16(a)-(d),
(g)-(j) into Rule 11.23 as it would provide clarity to market participants and better align with how the rules of other market
centers are currently organized.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes the proposal is consistent with Section 6(b)(8) of the Act (40) in that it does not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of
the Act as explained below.
Importantly, the Exchange believes the proposal will not impose a burden on intermarket competition but will rather alleviate
any burden on competition because it is the result of a collaborative effort by all SROs to harmonize and improve the process
related to the halting and resumption of trading in U.S.-listed equity securities, consistent with the Amended CTA/CQ Plan.
In this area, the Exchange believes that all SROs should have consistent rules to the extent possible in order to provide
additional transparency and certainty to market participants and to avoid inconsistent outcomes that could cause confusion
and erode market confidence. The proposed changes would ensure that all SROs handle the situations covered therein in a consistent
manner and ensure that all trading centers handle a Regulatory Halt consistently. The Exchange understands that all other
non-Primary Listing Markets intend to file proposals that are substantially similar to this proposal.
The Exchange does not believe that its proposals concerning Operational Halts impose an undue burden on competition. Under
the existing Rules, the Exchange already possesses discretionary authority to impose Operational Halts for various reasons,
including because of an order imbalance or influx that causes another national securities exchange to impose a trading halt
in a security. (41) As described earlier, the proposed Rule change clarifies and broadens the circumstances in which the Exchange may impose such
Halts, and specifies procedures for both imposing and lifting them. The Exchange does not intend for these proposals to have
any competitive impact whatsoever. Indeed, the Exchange expects that other exchanges will adopt similar rules and procedures
to govern operational halts, to the extent that they have not done so already. (42)
The Exchange does not believe that the proposed rule change imposes a burden on intramarket competition because the provisions
apply to all market participants equally. In addition, information regarding the halting and resumption of trading will be
disseminated using several freely accessible sources to ensure broad availability of information in addition to the SIP data
and proprietary data feeds offered by the Exchange and other SROs that are available to subscribers. In addition, the declaration
and timing of trading halts and the resumption of trading is designed to avoid any advantage to those who can react more quickly
than other participants. The proposals encourage early and frequent communication among the SROs, SIPs and market participants
to enable the dissemination of timely and accurate information concerning the market to market participants.
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
Because the foregoing proposed rule change does not:
A. significantly affect the protection of investors or the public interest;
B. impose any significant burden on competition; and
C. become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate,
it has become effective pursuant to Section 19(b)(3)(A) of the Act (43) and Rule 19b-4(f)(6) (44) thereunder. 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 will institute proceedings 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 (https://www.sec.gov/rules/sro.shtml); or
• Send an email to rule-comments@sec.gov. Please include file number SR-CboeEDGA-2026-005 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-CboeEDGA-2026-005. 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/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-CboeEDGA-2026-005 and should be submitted on or before April 8, 2026.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 45
Sherry R. Haywood, Assistant Secretary. [FR Doc. 2026-05230 Filed 3-17-26; 8:45 am] BILLING CODE 8011-01-P
Footnotes
(1) 15 U.S.C. 78s(b)(1).
(2) 17 CFR 240.19b-4.
(3) 15 U.S.C. 78s(b)(3)(A)(iii).
(4) 17 CFR 240.19b-4(f)(6).
(5) On February 23, 2021, the participants of the CTA/CQ Plans filed Amendment 36 to the CTA Plan and Amendment 27 to the CQ
Plan, to revise provisions governing regulatory and operational halts. See Letter from Robert Books, Chairman, Operating Committee, CTA/CQ Plans, to Vanessa Countryman, Secretary, Securities and Exchange
Commission, dated February 3, 2021. The SEC approved the amendments on May 28, 2021. See Securities Exchange Act Release No. 34-92070 (May 28, 2021), 86 FR 29849 (June 3, 2021) (SR-CTA/CQ-2021-01). The Amended CTA/CQ
Plan includes provisions requiring participant self-regulatory organizations (“SROs”) to honor a Regulatory Halt declared
by the Primary Listing Market. The provisions in the CTA/CQ Plans, and the plan for consolidation of data for NASDAQ-listed
securities, The Joint Self-Regulatory Organization Plan Governing The Collection, Consolidation and Dissemination of Quotation
and Transaction Information For NASDAQ-Listed Securities Traded on Exchanges on an Unlisted Trading Privilege Basis (“UTP
Plan”), include provisions similar to the changes proposed by the Exchange in this filing.
(6) The Exchange notes that it is a participant of the transaction reporting plan governing Tape B securities. Each transaction
reporting plan has a securities information processor (“SIP”) responsible for consolidation of information for the plan's
securities, pursuant to Rule 603 of Regulation NMS. The transaction reporting plans for BZX-listed securities are known as
the “Consolidated Tape System and Consolidated Quotations System Plan (collectively, the “CTA/CQ Plans”). Pursuant to the
CTA/CQ Plans, the Securities Industry Automation Corporation (“SIAC”) consolidates order and trade data from all markets trading
BZX-listed securities. The Exchange uses the term “CTA/CQ SIP” herein when referring specifically to the SIP responsible for
consolidation of information in BZX-listed securities. BZX is an affiliate of the Exchange and serves as a Primary Listing
Market, unlike the Exchange. Infra note 6.
(7) See Securities Exchange Act Release No. 88704 (April 21, 2020), 85 FR 23383 (April 27, 2020) (File No. 4-631) (approving the Twentieth
Amendment to the National Market System Plan to Address Extraordinary Market Volatility).
(8) The Exchange notes that its sister exchange, Cboe BZX Exchange, Inc. (“Cboe BZX”), filed a similar proposed rule change with
the Commission. The Exchange's proposal provides the Exchange with less authority to declare halts in the event of regulatory
or operational issues than under Cboe BZX's proposal because the Exchange, unlike Cboe BZX, is not a Primary Listing Market.
Given the Exchange's status as a non-Primary Listing Market, certain definitions and concepts from the Amended CTA/CQ Plan,
integrated in Cboe BZX's proposal, are not included herein.
(9) The Exchange is proposing to adopt Primary Listing Market as a new term, defined in the CTA/CQ Plans, Section XI(a)(i)(H),
as follows: “[T]he national securities exchange on which an Eligible Security is listed. If an Eligible Security is listed
on more than one national securities exchange, Primary Listing Market means the exchange on which the security has been listed
the longest.”
(10) See proposed Rule 11.22(a)(8).
(11) The Exchange proposes to also define the term “SIP” to have the same meaning as the term “Processor” as set forth in the
Amended CTA/CQ Plan. Because the terms “Processor” and “SIP” are also used throughout the Rules, at time, to apply to processors
of information furnished pursuant to the Nasdaq UTP Plan (“UTP Plan”), the term “Processor” may, in those applicable circumstances,
refer to the processor of transactions in Tape C securities, as set forth in the UTP Plan.
(12) As noted above, the Exchange is adopting several new terms that have the same meaning as those terms are defined in the Amended
CTA/CQ Plan. Each of the national market system plans governing the single plan processors have identical definitions of these
terms, thus there will be uniformity in the meaning of the terms among such plans as well as among the rules of the SROs.
(13) See proposed Rule 11.22(a)(6).
(14) In the Amended CTA/CQ Plan, “Extraordinary Market Activity” means a disruption or malfunction of any electronic quotation,
communication, reporting, or execution system operated by, or linked to, the Processor or a Trading Center or a member of
such Trading Center that has a severe and continuing negative impact, on a market-wide basis, on quoting, order, or trading
activity or on the availability of market information necessary to maintain a fair and orderly market. For purposes of this
definition in the Amended CTA/CQ Plan, a severe and continuing negative impact on quoting, order, or trading activity includes
(i) a series of quotes, orders, or transactions at prices substantially unrelated to the current market for the security or
securities; (ii) duplicative or erroneous quoting, order, trade reporting, or other related message traffic between one or
more Trading Centers or their members; or (iii) the unavailability of quoting, order, or transaction information for a sustained
period.
(15) The Exchange proposes to define “Extraordinary Market Activity” to mean a disruption or malfunction of any electronic quotation,
communication, reporting, or execution system operated by, or linked to, the Processor or a Trading Center or a member of
such Trading Center that has a severe and continuing negative impact on quoting, order, or trading activity or on the availability
of market information necessary to maintain a fair and orderly market. For purposes of this definition in the Exchange's rules,
a severe and continuing negative impact on quoting, order, or trading activity includes (i) a series of quotes, orders, or
transactions at prices substantially unrelated to the current market for the security or securities; (ii) duplicative or erroneous
quoting, order, trade reporting, or other related message traffic between one or more Trading Centers of their members; or
(iii) the unavailability of quoting, order, transaction information, or regulatory messages for a sustained period.
(16) The Exchange proposes to define the terms “SIP Halt Resume Time” and “SIP Halt” to have the same meaning as in the Amended
CTA/CQ Plan.
(17) See proposed Rule 11.22(a)(7).
(18) See proposed Rule 11.22(a)(3).
(19) See proposed Rule 11.22(a)(10).
(20) SIP outage means a situation in which the Processor has ceased, or anticipates being unable, to provide updated and/or accurate
quotation or last sale price information in one or more securities for a material period that exceeds the time thresholds
for an orderly failover to backup facilities established by mutual agreement among the Processor, the Primary Listing Market
for the affected securities, and the Operating Committee unless the Primary Listing Market, in consultation with the Processor
and the Operating Committee, determines that resumption of accurate data is expected in the near future. See Amended CTA/CTA Plan, Section XI(a)(i)(M).
(21) Material SIP latency means a delay of quotation or last sale price information in one or more securities between the time
data is received by the Processor and the time the Processor disseminates the data over the Processor's vendor lines, which
delay the Primary Listing Market determines, in consultation with, and in accordance with, publicly disclosed guidelines established
by the Operating Committee, to be (a) material and (b) unlikely to be resolved in the near future. See Amended CTA/CTA Plan, Section XI(a)(i)(E).
(22) See proposed Rule 11.22(a)(8).
(23) See Amended CTA/CQ Plan Section XI(a)(i)(N). A “Trading Center” has the same meaning as that term is defined in Rule 600(b)(82)
of Regulation NMS.
(24) See proposed Rule 11.22(a)(4).
(25) A “Market” has the same meaning as that term is defined in Section XI(A)(i)(C) of the Amended CTA/CQ Plan.
(26) See Rule 11.1(c).
(27) This is consistent with the Amended CTA/CQ Plan. See Amended CTA/CQ Plan, Section XI(a)(iv)(A).
(28) See Partial Amendment No. 1 to the CTA/CQ Plans, dated March 31, 2021.
(29) See Partial Amendment No. 2 of Trading Halt Amendments to the CTA/CQ Plan, dated April 7, 2021.
(30) See Rule 11.1(c). The Exchange also notes that its proposed Rule 11.28(c) regarding Operational Halts is substantially identical
to similar rule changes filed by competitor exchanges. See, e.g., Securities Exchange Act Release No. 96574 (December 22, 2022), 87 FR 80213 (December 29, 2022), SR-PHLX-2022-49; Securities
Exchange Act Release No. 97093 (March 9, 2023), 88 FR 16045 (March 15, 2023), SR-PEARL-2023-11; and Securities Exchange Act
Release No. 97824 (June 29, 2023), 88 FR 43159 (July 6, 2023), SR-MEMX-2023-11.
(31) Differences between Cboe BZX and the Exchange's proposals as it relates to Operational Halts stem from Cboe BZX's status
as a Primary Listing Market, unlike the Exchange.
(32) See Rule 1.5(e).
(33) The Exchange notes that its re-opening process for securities subject to an Operational Halt is simply to open the security
for trading. There is no queuing process or re-opening auction associated with the re-opening of a security subject to an
Operational Halt.
(34) 15 U.S.C. 78f(b).
(35) 15 U.S.C. 78f(b)(5).
(36) Id.
(37) Id.
(38) See Rule 11.1(c).
(39) Supra note 28.
(40) 15 U.S.C. 78f(b)(8).
(41) See Rule 11.1(c).
(42) See, e.g., Securities Exchange Act Release No. 96574 (December 22, 2022), 87 FR 80213 (December 29, 2022), SR-PHLX-2022-49; Securities
Exchange Act Release No. 97093 (March 9, 2023), 88 FR 16045 (March 15, 2023), SR-PEARL-2023-11; and Securities Exchange Act
Release No. 97824 (June 29, 2023), 88 FR 43159 (July 6, 2023), SR-MEMX-2023-11.
(43) 15 U.S.C. 78s(b)(3)(A).
(44) 17 CFR 240.19b-4(f)(6).
(45) 17 CFR 200.30-3(a)(12).
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