SEC Institutes Cease-and-Desist Proceedings Against NYSE

UNITED ST ATES OF AMERI CA Befo re the SECURITI ES AND E XCHANGE COM MISSION SECURITI ES EXCH ANGE ACT OF 1 934 Relea se No. 104934 / March 6, 2026 ADMINIST RATIVE PROCEE DING File No. 3- 22608 In th e Mat ter o f NEW YORK S TOCK EXCHANGE L LC, Respo ndent. ORDER I NSTITUT ING CEAS E - AND - DESIST PROCEEDI NGS PURSUANT TO SECTION 21C OF THE SECURITI ES EXCH ANGE ACT OF 1934, MAK ING FIN DING S, AND IMPOSING A CEASE - AND - DESIST ORDER I. The Securities and Exchange Commiss ion (“Com mission”) deems i t appro priate that cease - and - desist pro ceedings be, and hereby are, inst ituted pursuant to Section 21C of the Securiti es Exchange Act of 1934 (“Exch ange Act”) against New Yo rk S tock Excha n ge LLC (“NYSE ” or “Respondent”). II. In anticipation o f the insti tution of thes e proceedings, Respondent has submitted an O ffer of Settlement (“Offer”) that the Commission has determined to accept. Solely for the purp ose of these proceedings and any other pr oceedings brou ght by or on b ehalf of the Commission, or t o which the Commissio n is a party, and without admitting or d enying the findi ngs herein, exc ept as to the Commission’s jurisdiction over it a nd the sub ject matter of these proce edings, which are admitted, Responde nt cons ent s to the entry of this Order Instituting Cease - And - Desist Pro ceedin gs Pursuant to Se ction 21C of the Se curities Exch ange Act of 1934 Making Fin dings, and Imposi ng a Ceas e -A nd - Desist Ord er (“O rder ”), as set f orth bel ow. III. On the basis of t his Order and Respondent ’s Offer, the Commissi on finds that: Summ ary 1. This matter arise s out of a Janu ary 24, 2023 event in whic h NYSE fai l ed t o run opening auction s for 2,824 NYSE - listed securities (“the 2,824 Secur ities”) due to a critical systems

disruption. Instead, NYSE initiated continuous tra ding for those s ecuri ties. NYSE’s failur e s caused mark et - wide impa cts, including price - trigg ered restrictio ns on trading, market - wide trading pause s in 84 of the securit ies, and ultimately thousands of busted tr ades. 2. NYSE ’s writt en policies and procedures concerning Regul ation Systems Compliance and Integrity (“R egulation SC I”) failed to establish written policies and procedures to monitor SCI systems th at support its opening auctio ns to determi ne i f op enin g auct ions h ad occurr ed. Prior to this event, on the evening of J anuary 23, 2023, NYSE activated its backup trading system to condu ct planned m ainten ance to add ress a hard war e issu e. After concluding the maintenance tasks, NYSE staff f ailed to shut down the backu p trading system. When the primary system began its start - of - day functions, t he backup trading system was stil l running. T he simultaneous running of both the primary and backup trading systems ultimately caused th e primary trading system to incorrect ly t reat t he op ening auction p roces ses for the 2,8 24 Secu riti es as having occurred. N YSE was u naw are for a peri od of time t hat th ese opening auction s did not occur. 3. Specifi c ally, NYS E staff did not know it s syst ems had failed to run opening auctio n s for the 2,824 Se curities until ap proximately 10: 09 AM, and as of 10:53 AM, NYSE still did not know the total nu mber of securities for which it had f ail ed to conduct opening auction proces ses. 4. Only NYS E - list ed secu rit ies pa rtici pat e in NYSE’s opening au ction proces se s, and at the relevant time, there were 3,421 NYSE - listed securiti es. The publicatio n of a secu rity ’s first trade of the day by its primary listing m arket, typically foll owing its opening aucti on process, performs import ant functions, incl uding, among other things, establishing th e referenc e price s for industry - wid e tradi ng p aram eters kno wn as Limit Up - Limit D own (“LULD ”) Bands. 5. Regulation SC I requires nati onal se curit ies ex chang es like NYS E and other S CI entities to, among other things, establish, maintain, and enforce written polic ies and procedu res reasonably design ed to monitor their SCI systems, including th e ir systems that support the opening auctio n pro cess. The Commission adopted Regulation SCI to ensure that national securities exchanges and oth er SCI entities m aintain thei r operational c apability and to further the Commission’s mission of maintain ing fair and orderly mar kets. 6. SCI systems that directly support functionality relating to the opening of tradi ng on a primary listing market such as NY SE, are “cri ti cal S CI sys tems.” Regulation SC I requires SCI entities to establ ish, maint ain, and enforce written policies and procedures rea sonably designed to, among other things, en sur e that i ts S CI syst ems hav e lev els o f capacity, integrity, resiliency, availability, and s ecurity, adequate to m aintain the SC I entity’s operational capability and promote the mai nten anc e of f air an d ord erly m ar kets. Thes e pol icies and proc edur es must include, at a minimum, monitoring of such systems to i dentify p otential SCI events, which i nclude “systems disruptions,” which are events in an SCI entity ’s SCI systems that disrupt, or signifi cantly degrad e, the normal ope ration of an S CI system. On Jan uary 24, 20 23, NYSE did not hav e establ ish ed writt en pol ici es and pro cedu res und er Regulation S CI for monitor ing wheth er its critical SCI systems that dir ectly supported its opening aucti ons had in fact run their open ing auction p rocesses. Additionally, N YSE failed to follow o ne of its own rule s when it fail ed to conduct o pening

auctio n s. 7. As a res ult of the con duct des crib ed her ein, NYSE violated Rule 1001(a)(2)(vii) of Regulation SC I and Exchange A ct Section 19(g)(1). Respo ndent 8. NYSE is a national securities exchange registered with the Commission pursuant to Section 6 of the Exchange Act, and an SCI entity. 1 NYSE is a New York limited liability company and an indi rect, wholly - own ed subsidiary of Intercontinent al Exchange, Inc. (“ICE”). Obligatio ns of National Securitie s Exchanges 9. As a result of their critical role in the national market system, national securities exchanges are subj ect to si gnificant regulato ry compli ance obligations. T h e Exch ang e Act r equi res self - regulatory organizati ons, including n ational securiti es exchanges to, among ot her things, comply with thei r own rul es and the federal securities laws. T he obligatio n of national securities exchanges such as NYSE to ope rate in compli ance with their ow n rules is fu ndamental. It enables the ex chang e’s m emb ers an d all part icip ants i n th e t rading that occu rs on the exch ange, as w ell as all persons se eking access to the facilities of the exchang e, to understand on what terms and conditions trading wil l be condu cted on the exc hange, thereby fostering a fai r, orderly, fr ee, and open market. The Exchange Act requires, among other things, th at the rules of a national se curities exchange be design ed to prevent fraudulent and m anipulative acts and practices, promote just and equitable prin ciples of trade, foster cooper ation and coordinatio n with pe rsons engaged in regulating, cl earing, settli ng, processing in formation with r espect to, a nd facil itating transactions in securi ties, rem ove i mpedi ment s to and p erfe ct th e mech anis m of a fre e and open m ark et an d a national market system, a nd in general, prot ect investors and the public interest. Requirem ents Under Regulati on SCI for Writt en Pol icies and Procedures 10. The Commission adopted Regulation SC I to, am ong othe r things, help ensure that national securities exch an ges and other SCI entities maintain their op erat ion al c apability an d to furth er th e C ommission’s mission of maintaining fai r and ord erly mark ets. 11. An SCI entity h as obligati ons under Regul ation SCI with r espect to its “SC I s ystems, ” w hich incl ude i ts “critical SCI systems.” SCI s ystems “means all computer, network, electronic, tech nical, auto mated, or similar s ystems of, or op erated by or on behalf o f, an SCI entity that, with respe ct to securit ies, directly supp ort trading, cl earance and settl ement, order r outing, mark et dat a, mar ket re gul ation, or mark et surveilla nce.” Rule 1000 o f Regulation SC I (17 C.F.R. § 242.1000). Furthe r, R ul e 1000 of R egul atio n SC I defin es a crit ical S C I sys tem as an y SC I 1 SCI entities are en tities that th e Commission has deter mined are m arket particip ants that play a significan t role in t he U.S. s ecurities ma rkets and/or have the potential t o impact invest ors, t he overa ll market, o r the trading o f individ ual securitie s in t he eve nt of certain t ypes of systems proble ms. SCI entities com prise self - regulatory organ izations, certain alterna tive trading systems, plan proce ssors, cert ain compet ing c onsol idators, and certain exempt clearing agencies. 17 C.F.R. § 242.10 00.

system of an SCI entity that, among other t hings, d irectly support s functionality rel ating to o penings on the prima ry listing mar ket. Id. Additionally, the Regulatio n SCI Adopting Rel ease notes t hat the definition o f critical SC I systems was design ed to cover “those SCI syst ems whose functions are critical to the operation of the markets, inclu ding those systems that represent potential single points of failure in the securities markets.” Securit ies Exch ange Act Rel. No. 73639 (Nov. 19, 2014), 79 F.R. 72252 at 72277 (Dec. 5, 2014) (“SCI Adopting Release”). 12. Rule 1001(a)(1) o f Regulation SCI requires SCI entities to “establish, m aintain, and enforce written pol icies and pro cedures re asonably design ed to ensure that it s SCI systems and, for purposes of secu rity stand ards, indirect SC I systems, hav e levels of capacity, integrity, resiliency, availability, and s ecurity, adequ ate t o mai ntain the SCI en tity ’s op erat ional capab ilit y and prom ote the mai nten anc e of f air an d ord erly m ar kets. ” Rule 1001(a) (1) of Regulation SCI (17 C.F.R. § 242.1001(a)(1)). Rule 1001(a) (2) of Regulation SCI pre scribe s certain minimum requirements for an SCI entity ’s written poli cies and proc edures. Specifically, R ule 1001(a)(2) states that policies and pro cedures r equired by paragr aph (a)(1) of thi s section shall i nclude, at a minimum: “ [m] onitoring of such systems to i dentify pote ntial SCI events.” Rule 1001(a)(2) (vii) of Regulation SC I (17 C.F. R. § 242.1001(a)(2)(vii)). NYSE’s Syste m s and t he Event s of January 24, 2023 13. NYSE op erat es a s ecu riti es tr ading plat form call ed “Pill ar” th at include s primary and second ary s ystems. The primary trading system is called “Pillar Production” and th e secondary or b ackup trading sys tem, whi ch is m aint ained at a sep arat e data c enter, is c alled “Pillar DR ” (d isast er r ecover y). NYSE describes Pillar as “our integrated t rading technolog y platform which enables memb er firms to con nect to all NYS E equities and optio ns markets us ing a standard protocol.” On the evening of J anuary 23, 2023, NYSE did not properly shu t down Pillar DR. 14. Specifi c ally, aft er trading hours on Janua ry 23, 2023, NYSE staff activ ated Pill ar DR as part of plann ed har dware mai nte nance during NYSE’s st andard maint enance window from 5:00 PM to 11:3 0 PM. N YSE sta ff th en intended t o shut down Pilla r DR after t he m aint enan ce window closed; h owe ver, NYSE staf f mistakenly ra n th e shutdown comman ds ag ainst t he al read y - shut down Pillar Production. As a result, Pillar DR incor rectly remai ned o pe ration al afte r the maint enan ce windo w. 15. NYSE us es auto mat ed operational controls cal led “Healt h Ch eck Jo bs” whi ch ar e system che cks th at N YSE has im plem ented to, among other things, verif y tha t ther e ar e no unexpected appli cation processes running or ha rdware issues in advance of s ystem startup fo r the next production d ay. Aro und 11:00 PM on J anuary 23, 202 3, as pa rt of N YSE’s s tandard, automated operational co ntrols, NYSE systems ran separ ate Heal th Ch eck Job s ag ainst Pillar Production and P illar DR. The Health Check Job against Pill ar DR fail ed. Th e Health Che ck Jo b on Pillar DR failed for tw o reason s: the planned Pillar DR hardw are m aint enanc e was in compl ete, and b ecaus e Pillar DR was still opera tional. 16. At the t im e, NYS E st aff mist akenl y beli eved that the H ealth Ch eck Jo b ag ain st Pillar DR fail ed for one reason only: the incom pl ete Pillar DR hard ware m aintenance. NYSE s taff missed, howeve r, that the Health Check Job al so f ailed bec ause P illar DR itself was oper ation al,

which might have been discov ered h ad the f ailed H ealth Ch eck Job been inv estigated furth er. But it was not. Instead, NYS E st aff m anual ly re - desig nated the fail ed Heal th Ch eck Job as succes sful ly r esolv ed, despite not having fully investigated the issue or esc alat ed it fo r supervisory review or approval. 17. On January 24, 2023, at 1 2:19 AM, Pillar Production in itiated start - of - day processes while Pillar DR was still running. P illar Productio n complet ed its start - of - day proc esses at 12:24 AM, as expected. At thi s point, Pil lar Production and Pillar DR were o perat ing simultaneously. 18. The Consolidat ed Tape Associatio n (“CTA”) is ma de up of participating self - regulatory organi zations (“ SROs ”), including NYS E. CTA ove rsees the dissemination of real - time trade and quote in formation i n securities listed on NYSE (Network A) an d cert ain ot her exchan ges (Network B). The CTA Securities Informati on Processor (“SIP”) links th e U.S. ma rkets trading Network A and B s ecurities by p rocessing a nd consolidating all bes t bid/ask quotes and trades in those securities from participating SROs into a single dat a feed. The S IP disseminat es and calculates critical regulatory information includ ing the National Best Bid and Offe r (“ NBBO ”), LULD Bands, and oth er important i nformation su ch as short s ale restrictions and regulato ry halts. At 1:01 AM, th e SIP began ac cepting particip ant input conne ctions, while the two systems, Pillar Production and P illar DR, we re in ef fect competing to connect with th e S IP. Pillar DR was t he first to connect to the SIP for the 2,824 S ecurities, each identified by a unique ticker symb ol, while Pillar Production was firs t to connect for th e other 597 NYSE - listed securities. 19. But Pillar DR was not supposed t o be in use, and when it connected to the S IP, it sent quot es with a price o f zero and a quantity of z ero (“zero quotes”) for each of the 2,824 Secu rities. The se zero q u otes h ad been queued on Pillar DR as an arti fact of normal pro cessing of the system during t he overnight m aintenance window. H ad NYSE properly shut down Pillar DR, the zero quotes w ould have b een disc arded by th e s ystem and n eve r sent to the SIP. Pillar Production ’s norm al operation was not to send any quotes (zero or otherwise) to the S IP until after it ran the norm al opening auction process (which it did at 9:30 AM for the ot her 597 NYSE - listed securi ties). 20. The SIP received t he zero quotes for the 2,824 Securities and published them on its outbound multicast feed. NYSE’s ticker plant system NYSE CT P X S IP (hereaf ter “ CTPX”) picked up the zero quotes. CT PX is designed to pr ocess SIP and oth er mark et dat a and deliver it to Pillar Production. I n other words, q uote data flo ws from NYSE to the SIP and i s combined with other m ark et dat a an d sen t bac k to P illar Production via CT P X. Be caus e CT P X had re cei ved t he zero quotes for t he 2,824 S ecuritie s from th e SIP, CT P X internally updated the st ate o f ea ch o f the 2,824 Securities to r efle ct th at th ey had been quot ed that d ay. These “quot ed flag s” in corr ectly communicated to Pillar Production that the opening auctio n process h ad already run for the 2,824 S ecuritie s. 21. Meanw hile, s ince b oth Pillar Pr oduction and Pi llar DR were a ctive, both syst ems were simult aneously disseminating two multicast propri etary m arket data me ssage streams, with each m essag e fro m ea ch st ream n umb ered in sequ en ce. S imultaneous marke t data publication from Pillar Production and Pillar DR is not an exp ected mode of o peration, thus i nternal NYSE

applications and ext ernal mark et d ata cus tom ers recei ved messages from dif ferent m ark et d ata streams with non - consecutive sequenc e numbers. Alerts about these dis crep ancies caused NYSE staff to realize that Pillar DR was active. At 1:48 AM, NYSE sta ff shut down Pil lar DR and restarted Pilla r Production, as p art of an ef fort to recover from the by - then kn own simultaneous operation of Pilla r Production and Pi llar DR. 22. By 2:20 AM, Pillar Production had c ompleted its restart, pur ged all symbol st ate data it had pr eviously r eceived from CTPX (including sym bol state info rmation that th e 2,824 Secu rities had alrea dy b een q uot ed th at day), an d recon nect ed to CTPX. Ho wever, NYSE sta ff remained unaware that the zero quot es in the 2,824 S ecuritie s from Pill ar DR had be en sent to, and published by, th e SIP, and ther eafter had reac hed CTPX. W hen Pillar P roduction re - connect ed to CTPX, CTP X re - communicated to Pillar Production that the 2,824 Secu rities had al ready been quoted that day, which signi fied to Pillar Pr oduction that opening auction pr ocess es had al rea dy been run in th e 2,824 Sec uritie s. Consequently, NYSE s taff were u naware t hat Pilla r Production was poi sed to s kip aucti on p rocess es based on t his incor rect symbol state dat a (recei ved at approximately 2:20 AM) for NYSE - listed securities, and transition to continuous trading for the 2,824 Securities when the market op ened later at 9: 30 AM. 23. NYSE - listed securit ies do not tr ade on NYSE p rior to 9:30 AM, an d, u n der norm al conditions, Pil lar Product ion transitions a security from pre - open to continuous tra ding if it is a fter 9:30 AM and an “Auction Don e” condition has be en satisfied by th e securit y having been previously open ed by an auction. A fter a syst em r esta rt, Pillar Production would evaluate whether the “Auction Done ” condition was satisfied fo r a given NYS E - listed security by determining wheth er a NYSE quote in that secu rity had alr eady b een published by t he SIP that da y, reg ardl ess of the time and m ethod of openin g. Under no rmal conditions, the S IP would not b e exp ected to have publish ed a N YSE q uote f or a N YSE - listed security unless NYSE had f irst sent the quote (resulting from the running of NYSE’s opening auction process) to the S IP. Next, CTPX wo uld supply this sym bol state inform ation to Pill ar Production. 24. By around 3:33 AM, NYSE st aff incorrectly believed that all i ssues wer e resolved, without any impact to clients or operations, and that the Pillar Production was in a fully functional state and ready for trading l ater that morning. Inst ead, a t 9:30 AM on the day of th e event, Pillar Production did not run the opening auction process es for th e 2,824 S ecuritie s and instead transitioned them into continuous tradin g. In oth er words, Pillar Production determine d tha t it was after 9:30 AM, and the 2,824 S ecuritie s satisfied the “ Auction Done” c ondition bas ed on the z ero quote data transmitted by CT PX at 2:20 AM. 25. At the opening of trading at 9:30 AM, NYSE did n ot conduct an opening auction for th e 2,824 S ec uritie s, the vast majority of NYSE - liste d securities. 26. NYSE’s fai l ur e to conduc t opening auction s in t he 2,824 S ecuritie s befo re transitioning to continuou s trading result ed in i mmediate advers e impact s and affected numerous mark et part ici pants who plac ed o rders to t rade in th ese s ecuri ti es. Among other imp acts, an unusually high 84 securities almost immed iately went into LU LD trading pau ses. 27. The Nation al M arket Syst em P lan to Addres s Extraordinary M arket Volatilit y

(“ LULD Pl an ”) is designed to prevent tra ding from occur ring outside sp ecifi c pric e ban ds. These LULD Bands are s et at a p ercent age l evel belo w an d abov e th e ave rage p rice of a secu rity o ver a preceding five - minute period, with the first price ba nds of the day g enerally set by re feren ce to th e price o f the transaction th at opens trading (o r th e closing pri ce of the security the prior day) on the primary listing market for a security. Trading is required to b e pause d in an individual security if prevailing quotes persist at corresponding L ULD Bands for 15 secon ds, and listing exch ang es’ automat ed s yst ems ar e ex pect ed to autom ati cally not ify t h e S IP wh en su ch p auses are requi red. Because the openi ng auction pro cess did not oc cur for the 2, 824 Securities at 9:30 AM on January 24, 2023, the fir st NYSE trade of the day s ent to the S IP as the ref erence price in those securiti es was the product of the first match of orders rem aining on th e NYSE order b ook. However, in th e absence of an ope ning auction, o rders slated for executio n only in an au ction were autom atically cancell ed, an d the resulti ng immediate automated e xecutions of what w as left on the order book were done without th e benefit o f an auction - bas ed pri ce - setting m echanism. For 84 o f the 2,824 Secu rities, th e firs t trad es of the day under t hes e ci rcums tan ces w ere p arti cul arly fa r awa y fro m prices that were otherwise prevailing in the broader market, as were the resultant LULD Bands deriv ed fro m re fer ence p rices ti ed to t hose t ra des. 28. NYSE staff’s initial investigation into the 84 LULD pau ses on January 2 4, 2023 validat ed th at bids and offers p ersisted long enough at the price levels of the LULD B ands in the 84 impacted securities t o trigg er th e LUL D paus es. NYSE staff, h owever, did not un cover the underlying cause o f the off - market refer ence pri ce l evels t hat s et th ose LULD Bands, which was NYSE’s failur e to conduct t he opening auctions in the rel evant 84 s ecu rities. NYSE’s D esignated Market Mak er s subs equently facilitat ed success ful reopening au ctions in the LULD - paused securi ties. 29. At th e point when t he L ULD p auses w ere initially trigg ered, NYSE s taff had incorrectly assu med th at all NYSE - listed securities had transitioned normally from pre - open t o continuous trading st ate s becaus e NYSE staff i nco rre ctly as sumed that opening auctions h ad been condu cted for e ach s ecuri ty. At this time, although NYSE staff monito red whethe r a security was in an “open ” stat e or a “p re - open ” stat e, NYSE did not have a proce du re in p lac e to mon itor whether an openin g auction process ha d occu rred in any of its NYSE - listed se curities, including the 84 securiti es with LULD p auses. 30. By 9:47 AM, NYSE staff incorr ectly concluded that all systems had b een oper ating normally as they were still not aware that the 2,824 Securities h ad not had op ening auctions. NYSE s t aff w ere als o un awar e at this p oin t that, in t he absence of opening au ctions preceding the transition into continuous trading, th e initial LULD B ands for some of th e 2,824 securities h ad been s et by trad es th at w ere d one at pri ces t hat w ere f ar eno ugh away from p rev ailin g mar ket pric es th at LUL D paus e s in th ose securit ies w ere inevitable. 31. Based on this ass essm ent, d espit e failing to conduct opening au ction s for the 2, 824 S ecuritie s, NYSE issued a market status upd ate at 9:48 AM whic h read “S TATUS: NORMAL ” and “Al l sys tems ar e cur rentl y op erati onal.” 32. At 9:50 AM, a repr esent ati ve of the Commission contacted NYSE. During the call, NYSE explained it s th en - current und erstanding, whi ch was in complete, that the 84 LULD p aus es

had been trigger ed due to specific client quotin g behavior (i. e., a cli ent ’s ord er h ad set th e NBBO at the correspondi ng LULD B and). 33. At approximately 10:09 AM, N YSE s taff becam e awa re as t hey investigate d the LULD paus es, t hat opening au ctions had not b een con duct ed in certain securities with LULD paus es. Sub sequently, at 10:15 AM, NYSE’s then - Chi ef Operat in g Offi cer made a d eclar ation of an imm ediat ely r epo rtabl e SC I event. Next, at 10:19 AM, NYSE called to notify the Commission repres ent ative t hat an im medi atel y repo rtabl e SC I even t had oc curr ed bec aus e NYS E did n ot ru n opening auction s in a s ub set of secu riti es. 34. A t 10:21 AM, NYSE pu blished a market status update advis ing members that there were issues with the open ing auction s. 35. At 10:53 AM, NYSE staff determin ed that the op ening auction p roces ses ha d no t run for a l arg er subset of NYSE - listed securit ies beyond the ones subject t o the 84 LUL D pauses but was still attempting to determin e how many securities had been affected. 36. NYSE’s fai lur e to conduct opening auction s for the 2, 824 S ec uritie s ultimately caused mark et - wide impacts, including price - triggered restrictio ns on trading, market - wide trading pauses in doz ens of securities, a nd ultimately th ousands of bust ed trades. NYSE ’s fail ure t o conduct opening auction s directly impacted t rading, ord er routing, and m arket data. S pecifi call y, LULD pauses were triggered for 84 securitie s. 81 s ecurities had pri ce declines of 10% or mor e during this event, which t riggered short sal e restricti ons on such securities. Over 4,000 t rades were ultimately undone or “busted,” including in a numb er of s ecuri ties t hat ex peri enc ed price swings immediately upon op ening. F or exam ple, trades in Company A ’s s ecu riti es wer e bus ted aft er a price swing of ove r 27% in the mil liseconds a fter 9:30 AM. 37. NYSE also ultimately pai d over $5.7 7 million t o member organi zations who filed claims for trading losses r elat ed to t he event. NYSE Failed to Est ablish Certa in Written Policies and Pro cedures for M on itorin g Required by Reg ulat ion SC I 38. Rule 1001(a)(2)(vii) of Regulatio n SCI requi res an SCI e ntity to e stablish, maintain, and enforce written polici es and procedu res, which must be reasonabl y des ign ed pursuant to Ru le 1001(a)(1), to monitor SCI systems, including c ritical SCI Systems, that support the op ening of trading, including t he openi ng auction process, to identify potential SC I events. Ru le 1001(a)(2)(vii) of Regulation SC I (17 C.F.R. § 2 42.1001(a)(2) (vii)). 39. NYSE was requir ed to conduct o pening auction s for all its listed securities but did not fo r the 2,824 S ecuritie s. NYSE did not kn ow that certain of its critical SCI systems were not operating norm ally and did not kno w that it had not conducte d opening au ction s for many of its listed sec urities until 10: 09 AM. As of 10:53 AM, NYSE still had not determ ined how ma ny of its listed sec urities had not had opening au ction s. 40. While NYSE has established certain Regulation S CI writt en policies and

procedures gener ally, NYSE fail ed to establish any written policies and procedures to monitor whether its critical SCI systems that support its opening auctions actually conducted such auctions, so as to identify potenti al SCI events. Con sequentl y, NYSE did not know, until further investigation, that the 2,8 24 Securities ha d failed to go thro ugh the opening auction process es which delayed NYSE’s ability to ascertain the underlying conditions o f the event. Accordingl y, NYSE violated Rul e 1001(a)(2)(vii) of Regulation SCI. NYSE’s Failure to F ollow I ts R ule C oncerni ng Openi ng Auctio ns 41. NYSE’s own rul e required it to co nduct an opening auction for all NYSE - listed securi ties prio r to transiti oning to continuo us trading. N YSE violated one of its ow n rule s and ther efore Section 19(g)(1) of th e Exchange A ct when it failed to operate in a manner consistent with its rule. Specifically, NYSE violated Rul e 7.34 Trading S essions, its rule that stat es th at th e NYSE Core Trading S ession wil l begin for NYSE - listed securities with an opening auction, when it failed to condu ct an ope ning auction in the 2,824 S ecuritie s in a manner consistent with its rule. Violations 42. As a result of t he conduct des cribed above, N YSE violated Rule 1001(a)(2) (vii) of Regulation SCI, which requires that covered entities establish, maintain, and enfo rce written policies and pro cedures, which must be reaso nably designed pursu ant to Rule 1001 (a)(1), to monitor their SCI systems to identify potential S CI events. Rule 100 1(a)(2)(vii) of Regulation SC I (17 C.F.R. § 242.1 001(a)(2)(vii)). 43. As a result of t he conduct des cribed above, N YSE violated S ection 19(g)(1) of the Exch ange A ct, w hich req uires a nat ion al se curit ies exchang e, as a sel f - regula tory organization, to comply with the pro visions of th e Exchang e Act, the ru les, and r egulations t hereunder, and it s own rules. Remed ial Ef fo rts 44. In determining to accept the O ffer, the Commissi on consid ered multiple reme dial acts promptly und ertaken by N YSE t o pr event a rec urren ce o f th e fail ure to conduct opening auctio ns. 45. NYSE implement ed opening auction moni toring c apabilities t o specifically c onfirm that opening au ction processes hav e in fact bee n run across NYSE - listed securities, ra ther than monitoring only wh ether each one tr ansitioned fro m a pre - open to continuo us trading st ate. Further, NYSE modified its procedures to require a second approval before a fail ed Health Che ck Job may be m anu ally d esi gnate d as succe ssful ly co mpl eted and i nstit uted a sepa rat e Healt h C heck Job during th e Pillar Production st art - up process t o speci fical ly verify that Pillar DR is not active. NYSE also re - programmed Pillar Production (a) to ignore symbol stat e information r eceived from CTPX fo r NYS E - listed securi ti es if rece ive d be fore 9:30 AM and ultimately (b) to maintain its own d atabas e to dete rmin e wh ether an auction has been conducted in a security and n ot to obtain such symbol stat e information from C TPX.

IV. In view of th e foregoing, the Comm ission deems it appropriate to impose the sanctions agreed to in R espondent’s Offer. Accordingly, it is h ereby ORDERED that: A. Pursuant to Se ction 21C of the Ex change Act, R espondent ceas e and desist from committing or caus ing an y violation s and an y futur e violati ons of R ule 1001(a)(2)(vii) of Regulation SCI of the Exc hange Act. B. Pursuant to Se ction 21C of the Ex change Act, R espondent ceas e and desist from committing or caus ing an y violation s and an y futur e violati ons of Sec ti on 19(g)(1) of t he Exchan ge Act. C. Respondent shall, within 14 days of the entry of this Ord er, pay a civil mon ey penalty in the amo unt of $ 9,000,0 00. 00 to the Securities and Exchange Co mmission for tr ansfer to the general fund of the U nited States Treasu ry, subject to Exc hange Act S ection 21F(g)(3). If timely payment is not made, additional inte rest shall accrue pu rsuant to 31 U.S.C. § 3717. Payment must be made in one of the following ways: (1) Respondent may tr ansmit paym ent electronically to the Commissi on, which will provide detail ed ACH tr ansfer/Fedwi re instructions up on request; (2) Respondent may ma ke direct payment from a bank ac count via Pay.gov through the SEC website at http:// www.sec.gov/a bout/offices/ ofm.htm; or (3) Respondent may p ay by certified check, bank c ashier’s check, o r United States postal mon ey order, mad e payable to the Se curities and Exchange Commission and han d - delivered or mailed to: Enter pris e Ser vices Cent er Accounts Receiva ble Branch HQ Bldg., Room 181, AMZ - 341 6500 South MacArth ur Boulevard Oklahoma City, OK 73169 Payments by che ck or money orde r must be accom panied by a cover letter id entifying NYSE as a Respondent in these proceedings, and the file numb er of these pr oceedings; a copy of the cover letter and check or money order must be sent to Jos eph Sansone, New Y ork Regional Office, Securities a nd Exchange Commissi on, 100 Pearl S t., Suite 20 - 100, New York, NY 10004 - 2616.

D. Amounts ordered t o be pai d as civil money p enalties pursu ant to this O rder shall be treated as pen alties paid to the g overnment fo r all purpos es, including all t ax purposes. To preser ve th e d eterr ent effect of t he ci vil penal ty, R espon dent agr ees th at i n any Related Investor Action, it shall not argue t hat it is entitled to, nor shall it benefit by, offset or reduction o f any award of comp ensatory damages by the amount of any part of Respond ent’s payme nt of a civil penalty in this action (“ Penal ty O ffset ”). If the court i n any Related Inv estor Action gr ants such a Penalt y Of fset, Resp onde nt agr ees that it shall, within 30 d ays after entry of a final o rder granting the Penalty Offs et, notify the Comm ission's couns el in this action and pay the amount of the Penalty Offset t o the Secu rities and Exchang e Commissi on. Such a paym ent shall not be deemed an additional civil penalty and sh all not be deemed to ch ange the amount of the civil penalty imposed in this pr oceedin g. For purposes o f this paragrap h, a “ Rela t ed Investor Action ” means a private damages action brought a gainst Respondent by or on behal f of one or more investors b ased on substantially the same facts as alleged in the Order instituted by the Commission in this proceeding. By the Commission. Vanessa A. Count ryman Secret ary