Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Amendment Nos. 2 and 3 and Order Granting Accelerated Approval of a Proposed Rule Change, as Amended by Amendment Nos. 2 and 3, To Extend the Exchange's Trading Hours to 23 Hours a Day, Five Days a Week

SECURITIES AND EXCHANGE COMMISSION [Release No. 34-105199; File No. SR-Nasdaq-2025-109] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Amendment Nos. 2 and 3 and Order Granting Accelerated Approval of a Proposed Rule Change, as Amended by Amendment Nos. 2 and 3, To Extend the Exchange's Trading Hours to 23 Hours a Day, Five Days a Week April 10, 2026. On December 29, 2025, The Nasdaq Stock Market LLC (“Nasdaq” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or “Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act” or “Exchange Act”)  1 and Rule 19b-4 thereunder, 2 a proposed rule change to extend the Nasdaq trading hours for NMS stocks to 23 hours a day, five days a week. The proposed rule change was published for comment in the Federal Register on January 13, 2026. 3 The Commission received comments on the proposed rule change  4 and a letter responding to the comments from Nasdaq. 5 1  15 U.S.C. 78s(b)(1). 2  17 CFR 240.19b-4. 3   See Securities Exchange Act Release No. 104563 (Jan. 8, 2026), 91 FR 1350 (Jan. 13, 2026) (“Notice”). 4  Comment letters on the proposal are available at https://www.sec.gov/rules-regulations/public-comments/sr-nasdaq-2025-109. 5   See letter from Brett Kitt, Vice President and Deputy General Counsel, Nasdaq, dated March 12, 2026 (“Nasdaq Letter”) available at https://www.sec.gov/rules-regulations/public-comments/sr-nasdaq-2025-109. On February 25, 2026, pursuant to Section 19(b)(2) of the Act, the Commission designated a longer period within which to take action on the proposed rule change. 6 On March 12, 2026, the Exchange filed Amendment No. 1 to the proposed rule change, which superseded the original proposed rule change in its entirety. On March 12, 2026, the Exchange withdrew Amendment No. 1 and filed Amendment No. 2 to the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. 7 On March 20, 2026, the Exchange filed Amendment No. 3 to the proposed rule change to state that Amendment No. 2 replaced and superseded the original proposed rule change in its entirety. 8 The Commission is publishing this notice to solicit comments on Amendment Nos. 2 and 3 (“Amended Proposal”) from interested persons and is approving the Amended Proposal, on an accelerated basis. 6   See Securities Exchange Act Release No. 104886 (Feb. 25, 2026), 91 FR 10162 (Mar. 2, 2026). 7  Amendment No. 2 to the proposed rule change revises the proposal by changing the definition of Business Day, adding additional risk disclosure with respect to the Night Session and clarifying that during the Night Session: (1) all NMS stocks may trade; (2) unpriced orders, like pegged orders, will not be permitted; (3) Equity 11, Rule 11890, clearly erroneous execution rules (“CE Rules”) and Equity 4, Rule 4757(c), limit order protection (“LOP”) rules will be applicable; (4) M-ELO orders as defined in Equity 4, Rule 4702(b)(14), will be rejected; and (5) the Night Session specific ports will use the OUCH 5 technology; in addition to other non-substantive changes to conform and clarify the proposed rule text. The full text of Amendment No. 2 can be found on the Commission's website at: https://www.sec.gov/rules-regulations/public-comments/sr-nasdaq-2025-109. 8  The full text of Amendment No. 3 can be found on the Commission's website at: https://www.sec.gov/rules-regulations/public-comments/sr-nasdaq-2025-109. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the Exchange's Rulebook to provide for the Exchange to trade NMS stocks and exchange traded products 23 hours per day, five days per week. This Amendment No. 2 to SR-NASDAQ-2025-109 supersedes and replaces Amendment No. 1 to SR-NASDAQ-2025-109 in its entirety, which superseded the original filing in its entirety. 9 9   See Amendment No. 3, supra note 8. The Exchange filed and subsequently withdrew Amendment No. 1 to SR-NASDAQ-2025-109 on March 12, 2026. The text of the proposed rule change is available on the Exchange's website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings, 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 The purpose of the proposed rule change is to amend the Exchange's Rulebook to provide for the Exchange to trade NMS stocks and exchange traded products (“ETPs”) on a 23 hours per day, five days per week basis (“23/5”). Background and Overview The history of the U.S. equities markets is one marked by successive waves of change and technological innovation. Among other things, these changes and innovations included the automation of trading and the introductions of decimalization, algorithmic trading, and colocation. When these innovations arose, they spurred equity market structure to evolve to accommodate them. The latest change to impact the markets is rising investor interest in trading U.S. equities during overnight hours, especially among investors located outside of the United States. 10 To align Nasdaq with emerging investor interest in trading outside of traditional U.S. market hours, Nasdaq now proposes to extend its hours for trading NMS stocks and ETPs on the Exchange from 16 hours per day, 5 days per week, to 23 hours per day, 5 days per week. 10  Certain alternative trading systems (“ATS”), such as Blue Ocean, already trade securities on an overnight basis. Meanwhile, the Commission has approved several new and existing exchanges to securities on an extended overnight basis, but none has begun to do so. See Securities Exchange Act Release No. 34-102400 (Feb. 11, 2025); 90 FR 9794 (Feb. 18, 2025) (order approving NYSE Arca Inc. proposal to lengthen its trading session to 22 hours per day, 5 days per week) (“NYSE Arca Approval Order”); Securities Exchange Act. Release No. 89-235 [sic] (Nov. 27, 2024); 89 FR 97092 (order approving application of 24X National Exchange, LLC for registration as a national securities exchange and to trade 23 hours per day, 5 days per week) (“24X Approval Order”). Nasdaq has designed its proposal for 23/5 trading carefully. We have solicited and we continue to solicit feedback from those who stand to be impacted most by the proposal, including Nasdaq's listed companies and market participants. Nasdaq is also an active participant in ongoing industry discussions about how to address, in a coordinated manner, market protections, halts, and corporate actions. By way of background, Nasdaq presently trades securities in three daily sessions during each weekday from Monday through Friday. First, Nasdaq operates a Pre-Market Hours session from 4:00 a.m. to 9:30 a.m. ET. 11 Second, commencing at 9:30 a.m. with the execution of the Nasdaq Opening Cross, Nasdaq conducts its Regular Market Hours trading session until 4:00 p.m. 12 Third, commencing at 4:00 p.m. with the execution of the Nasdaq Closing Cross, Nasdaq conducts a Post-Market Hours  13 trading session until 8:00 p.m. 14 During weekdays, between the hours of 8:00 p.m.-4:00 a.m. ET, the Exchange is closed to trading as it is during all weekend hours. 11   See Rule Equity 1, Section 1(a)(9) (defining the term “Pre-Market Hours” as “the period of time beginning at 4:00 a.m. ET and ending immediately prior to the commencement of Market Hours.). As discussed below, the Exchange is proposing non-substantive changes to this rule. 12   See Rule Equity 1, Section 1(a)(9) (defining the term “Market Hours” as the period of time beginning at 9:30 a.m. ET and ending at 4:00 p.m. ET or such earlier time as may be designated by Nasdaq on a day when Nasdaq closes early). As discussed below, the Exchange proposes to rename this session “Regular Market Hours” and make other non-substantive conforming changes to this rule. 13   See Rule Equity 1, Section 1(a)(9) (defining the term “Post-Market Hours” as the period of time beginning immediately after the end of Market Hours and ending at 8:00 p.m. ET). As discussed below, the Exchange is proposing non-substantive changes to this rule. 14  The Exchange uses different terms to describe each of its trading sessions. For example, to refer to its pre-market hours session, the Exchange uses varying terms, such as “Pre-Market,” “Early Market Hours,” or “Early Market.” And to refer to its post-market hours session, the Exchange uses varying terms, such as “Post-Market,” “Extended Hours,” and “Extended Market Hours.” As part of this filing, the Exchange proposes to harmonize disparate and inconsistent references to these concepts to avoid confusion. Throughout the Rulebook, as amended, the Exchange proposes to define the terms “Pre-Market Hours” and “Post-Market Hours” exclusively to refer to those specific trading periods. In addition, the Exchange proposes to define the term “Extended Hours” to refer more generally to trading that occurs outside of Regular Market Hours. See proposed Rule 1, Equity 1, Sections 1(a)(20)-(21) and (23) (defining the terms “Pre-Market Hours,” “Post-Market Hours,” and “Extended Hours,” respectively). During its current Pre-Market and Post-Market trading sessions, Nasdaq offers more limited trading functionality than it does during the Regular Market Hours trading session and trading during that period is subject to different regulation. For example, outside of “regular trading hours,”  15 only certain aspects of the SEC's Regulation National Market System (“Reg. NMS”)  16 apply. Meanwhile, the Exchange does not offer certain order types during these trading sessions, such as unpriced orders and pegged orders. Moreover, during extended hours trading sessions, liquidity tends to be lower than it is during regular trading hours. Additionally, stocks often experience more volatile trading activity during these sessions. For reasons such as those described above, Exchange members may not accept an order from a customer for execution in these extended hours trading sessions without disclosing to such customer that extended hours trading involves material risks. 17 Similarly, to the extent that markets like Nasdaq allow trading to occur in extended hours trading sessions, FINRA requires brokers that participate in these sessions to affirmatively disclose to investors that extended hours trading carries greater risks than trading during regular market hours. 18 15   See 17 CFR 242.600(b)(88) (defining the term “regular trading hours” to mean 9:30 a.m.-4 p.m. Eastern Time). 16  17 CFR 242.600-614. 17   See Rule Equity 2, Section 20 (“Customer Disclosures”) (providing, in part, that “[n]o member may accept an order from a customer for execution in the premarket session or post-market session without disclosing to such customer that extended hours trading involves material trading risks, including the possibility of lower liquidity, high volatility, changing prices, unlinked markets, an exaggerated effect from news announcements, wider spreads and any other relevant risk. The absence of an updated underlying index value or intraday indicative value is an additional trading risk in extended hours for Derivative Securities Products”). As discussed below and consistent with the approved rules of other exchanges for operating an overnight session, the Exchange is proposing to supplement these disclosures to address additional risks associated with the proposed Night Session. See infra note 72 and accompanying text. 18   See FINRA Rule 2265 (Extended Hours Trading Risk Disclosure). Although trading volume in extended hours trading tends to be considerably lower than it is during regular market hours, Nasdaq has observed a growing interest in trading during overnight hours, particular among investors located in Asia and other foreign jurisdictions where business hours do not coincide, fully or otherwise, with U.S. regular market hours. For these investors, extended market hours trading sessions often provide some real-time access to Nasdaq during their business hours, but for many, Nasdaq is closed during hours when they are most apt to trade. Increasingly, these investors are turning to ATSs that offer overnight trading, such as Blue Ocean, Bruce, Interactive Brokers, and OTC Moon. They are also increasingly utilizing trading platforms that provide access to markets for digital assets, including cryptocurrencies, tokenized assets, and tokenized securities, on a 24/7 basis. Nasdaq submits its proposal to extend its trading hours to compete for order flow from these investors, as well as to position itself favorably in the future to participate in markets that trade digital assets. Overview of Nasdaq's Proposal for 23/5 Trading Going forward, Nasdaq proposes to conduct trading 23 hours per day, 5 days per week. It proposes doing so in two trading sessions rather than three. First, it will conduct a “Day” trading session, which will be the same and comprise its existing Pre-Market Hours, Regular Market Hours, and Post-Market Hours trading sessions. 19 The Day Session will commence at 4:00 a.m. ET and end at 8:00 p.m. ET, and it will continue to feature both the Nasdaq Opening Cross and the Nasdaq Closing Cross. Second, Nasdaq will conduct a “Night” trading session, which will commence at 9:00 p.m. ET and end at 4:00 a.m. ET the next calendar day. 20 All NMS Stocks would be eligible to trade during the proposed Night Session. As we explain below, between 8:00 p.m. and 9:00 p.m. ET on each weekday, the Exchange will pause trading on its market to conduct maintenance, testing, and to process those corporate actions, such as mergers, stock splits, and dividends, that will become effective the following trading day. The pause will also allow for market participants to process and clear trades before proceeding to a new trading day. Nasdaq proposes to keep its markets closed during all weekend hours, except that the trading week will commence with a Night Session on Sunday nights at 9:00 p.m. ET. 21 The trading week will end at the conclusion of the Day Session on Friday. 22 19   See Rule Equity 1, Section 1(a)(9). 20   See proposed Rule Equity 1, Section 1(a)(19) (defining the term “Night Session” as “the time between 9:00 p.m. on one calendar day through 4:00 a.m. the next calendar day Sunday through Thursday provided that each such next calendar day is a Business Day.”). To enhance clarity and consistent with approved rules of other national securities exchanges, and specifically 24X, the Exchange proposes to define the term “Business Day” to means any Monday, Tuesday, Wednesday, Thursday or Friday other than any of the following U.S. holidays if they are celebrated on a Monday, Tuesday, Wednesday, Thursday or Friday: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day ET, or such other U.S. holiday(s) as published by the Exchange from time to time). See proposed Rule Equity 1, Section 1(a)(17). 21   See proposed Rule Equity 1, Section 1(a)(19) (defining the term “Night Session”). 22   See proposed Rule Equity 1, Section 1(a)(18). The Exchange proposes a non-substantive change to define the term “Day Session” in proposed Rule 1 Equity 1, Section 1(a)(18) as follows: “[t]he term `Day Session' means the time between 4:00 a.m. ET and 8:00 p.m. ET on Business Days, during which period the Pre-Market Hours, Regular Market Hours and Post-Market Hours are in operation.” The Exchange believes this non-substantive change is designed to facilitate application of the rules by combining references to the three current trading sessions into one broader day trading session for referencing purposes only thereby simplifying the conceptualization and application of the proposed rules. See id. On a holiday or another day when the Exchange is closed for business, the closure will be effective as of 8:00 p.m. ET on the calendar day prior to the closure date, and the market will reopen at 9:00 p.m. ET on the closure date, unless the closure date is a Friday, in which case the market will reopen on Sunday evening at 9:00 p.m. ET. 23 On a day when Nasdaq closes the market early, it will resume trading at 9:00 p.m. ET on the same calendar day, unless again, the early closure date is a Friday, in which case the Exchange will resume trading on Sunday evening at 9:00 p.m. ET. 24 23   See proposed Rule Equity 1, Section 1(a)(19). 24   See proposed Rule Equity 1, Section 1(a)(19). Consistent with the approved rules of other national securities exchanges that are similarly proposing to extend their trading hours overnight, 25 Nasdaq proposes to launch the operation of its 23/5 market upon the availability of the Securities Information Processor (“SIP”) to operate during the Night Session. 26 25   See 24X Approval Order, supra note 10, 89 FR at 97105-07 (approving application of 24X to trade overnight provided that it may not begin doing so until the Equity Data Plans have announced their preparedness to collect, consolidate, process, and disseminate quotation and transaction information during the overnight hours; the SEC would nullify approval of 24X rules governing overnight trading if such readiness does not occur within 18 months of the issuance of the approval order); NYSE Arca Approval Order, supra note 1010. See also 24X Rule 1.5(c); NYSE Arca Rule 7.34-E. 26   See proposed Rule Equity 1, Section 1(19) (defining the term “Night Session” and further providing that (1) the Exchange shall not commence operation of the Night Session unless the Equity Data Plans (1) have established a mechanism to collect, consolidate, process and disseminate quotation and transaction information at all times during the Night Session that is equivalent to the mechanism established for Exchange trading hours during Regular Market Hours, and (2) have provided the Exchange with notification that they are prepared to collect, consolidate, process and disseminate quotation and transaction information to accommodate the Night Session; (2) that prior to commencing operation during the Night Session, the Exchange will file a proposed rule change pursuant to Section 19(b) of the Exchange Act and the rules thereunder to amend its rules confirming that the Exchange is able to comply with its obligations under the Exchange Act and the rules thereunder during the Night Session and that such Equity Data Plans are prepared to collect, consolidate, process and disseminate quotation and transaction information at all times during the Night Session (“Night Session Proposed Rule Change”); and (3) that if the Night Session Proposed Rule Change is not filed within 18 months of the SEC's approval of this proposed rule change, the Exchange will promptly file a proposed rule change to remove the rules that apply to the Night Session). See id. To facilitate this proposal to extend Nasdaq's trading hours, Nasdaq proposes to amend numerous rules in its Rulebook. Rather than catalogue all such proposed changes, the majority of which are non-substantive changes to reflect revised trading times, we focus below on describing only those changes that will have a material impact on the operation of the Nasdaq Stock Market. Before we describe what Nasdaq proposes to change, we first want to make clear what will remain the same. The following aspects of Nasdaq's trading system and procedures will not change when trading equities and ETPs on a 23/5 basis:  27 27  The Exchange will report the best bid and offer on the Exchange to the appropriate network processor, as it currently does today, using the same formats and delivery mechanisms. As is the case today, trades executed and reported outside of Regular Market Hours as proposed will be reported to the appropriate network processor with the “.T” modifier or as otherwise required by the Equity Data Plans. No fee changes are proposed in connection with this proposal. • Listing rules • Membership rules • Rules of conduct • Market Maker obligations • Ranking, display, priority and decrementation rules • Disciplinary rules and enforcement • Opening and Closing Crosses • Clearly Erroneous protections The “Day” Trading Session The new Day trading session will combine and incorporate, without substantive changes, all elements of what are now the Pre-Market Hours, 28 Regular Market Hours, 29 and Post-Market Hours  30 trading sessions. Going forward, the Rules will delineate these sessions as distinct sub-parts of the Day Session. 31 During the Day Session, all existing requirements, procedures, behaviors and processes, including those governing the Opening and Closing Crosses, halts, routing, order types, attributes, times-in-force, order entry protocols, connectivity, market data, etc., all will persist in their current form, with only minor conforming changes (described below). For example, Order Type availability and behavior in the Pre-Market Hours of 4:00-9:30 a.m. ET will remain the same going forward as it is now. 32 As another example, limits on Order Type availability in Post-Market trading will continue to apply. 33 28   See Rule Equity 1, Section 1(a)(9) (defining the terms “Market Hours,” “Pre-Market Hours,” and “Post-Market Hours”). To effect this change, the Exchange proposes a non-substantive term to define the term “Pre-Market Hours” as that subset of the Day Session comprising the trading session that begins at 4:00 a.m. and continues until 9:30 a.m. on Business Days. See proposed Rule Equity 1, Section 1(a)(20). 29   See Rule Equity 1, Section 1(a)(9). To effect this change, the Exchange proposes a non-substantive change to the current definition of “market hours” to provide that, except as otherwise provided in Rule 4120, the term “Regular Market Hours” means that subset of the Day Session comprising the trading session that begins at 9:30 a.m. and continues until 4:00 p.m. on Business Days. See proposed Rule Equity 1, Section 1(a)(22). 30   See Rule Equity 1, Section 1(a)(9). To effect this change, the Exchange proposes a non-substantive term to define the term “Post-Market Hours” as that subset of the Day Session comprising the trading session that begins at 4:00 p.m. and that continues until 8:00 p.m. on Business Days except as otherwise provided in Rule 4120. See proposed Rule Equity 1, Section 1(a)(21). 31   See proposed Rule Equity 1, Sections 1(a)(18), and (20)-(21). 32   See proposed Rule 4702. In Amendment No. 2 to the proposed rule change, the Exchange updates Exhibit 5 to the proposal to reflect changes to Rule 4702 that were adopted after the date of the initial filing. See, e.g., Notice, supra note 3; Exchange Rule 4702. 33   See proposed Rule 4702. Consistent with the behavior of such order during extended hours, the Exchange proposes to amend Rule 4702(b)(3)(A), that during the Night Session, as is the case during Pre- and Post-Market Hours, a Non-Displayed Order will be posted at its entered limit price without adjustment. See proposed Rule 4702(b)(3)(A). The Exchange further proposes to amend Rule 4702(b)(4) to provide that, during the Night Session, as is the case today with respect to the Pre- and Post-Market Hours, a Post-Only Order will be processed in a manner identical to Regular Market Hours with respect to locking or crossing Orders on the Nasdaq Book, but will not be cancelled or have its price adjusted with respect to locking or crossing the quotations of other market centers. See proposed Rule 4702(b)(4). The Exchange believes this proposed change is appropriate because the Night Session is effectively an extension of the Exchange's current extended hours, and this proposed change conforms the behavior of this order during the current extended hours through the hours of operation of the Night Session, as proposed. The “Night” Trading Session By contrast to the Day trading session, the proposed Night trading session will be an entirely new trading session that will cover a period of the night in the Eastern Time Zone in the United States in which trading on the Exchange does not now occur. 34 As discussed above, all NMS Stocks would be eligible to trade in the proposed Night Session. In many ways, the Night Session will be like the existing Post-Market Hours and Pre-Market Hours trading sessions in that it will feature limited functionality to reflect that only certain rules of Reg. NMS apply and the reduced trading activity. The Night Session will also feature a limited number of Order Types and Attributes. 35 Only limit orders would be permitted during the Night Session. 36 Unpriced orders would not be permitted. 37 Moreover, limit orders entered during the Night Session would be subject to Limit Order Protection (“LOP”) as provided under subparagraph (c) of Equity 4, Rule 4757. LOP is a feature of the Nasdaq Market Center that prevents certain Limit Orders at prices outside of pre-set standard limits (“LOP Limit”) from being accepted by the System. 38 The LOP Limit is the greater of 10% of the LOP Reference Price  39 or $0.50 for all securities across all trading sessions. 40 34   See proposed Rule 1 Equity, Section 1(a)(19). 35  As discussed below, all limit orders permitted to trade during Pre-Market Hours will be eligible to trade in the Night Session; provided, however, that order types designated for the opening cross or post-opening trading that are permitted during the Pre-Market Hours will not be accepted during the Night Session. As further discussed below, the following orders will also not be permitted during the Night Session: Company Direct Listing, Extended Trading Close, Midpoint Peg Post-Only, M-ELO, and M-ELO+C. To effect these changes, the Exchange proposes to modify Rule 4702 as follows. The Exchange proposes to modify Rule 4702(b)(1)(A) (“Price to Comply Order”) to add “and during the Night Session” to the sentence currently providing that “During Pre-Market Hours and Post-Market Hours, a Price to Comply Order will be ranked and displayed at its entered limit price without adjustment.” As proposed, during the Night Session, Price to Comply Orders would thus be ranked and displayed in the same manner in which such orders are ranked and displayed during the Pre-Market and Post-Market Hours today. The Exchange further proposes a conforming change to delete the word “and” and add commas in that sentence as appropriate. In addition, the Exchange proposes a non-substantive, technical amendment to the first paragraph of Rule 4702(b)(1)(A) to update the cross-reference to Rule 610(d) of Regulation NMS, governing locking and crossing quotations, to the correct cross-reference, Rule 610(e) of Regulation NMS. With respect to Rule 4702(b)(2)(A) (“Price to Display Order”), the Exchange proposes three changes. First, the Exchange proposes to add “and during the Night Session” to the sentence currently providing that “During Pre-Market Hours and Post-Market Hours, a Price to Display Order will be displayed and ranked at its entered limit price without adjustment.” As proposed, during the Night Session, Price to Display Orders would thus be ranked and displayed in the same manner in which such orders are ranked and display during the Pre-Market and Post-Market Hours today. Second, the Exchange further proposes a conforming change to delete the word “and” and add commas in that sentence as appropriate. Finally, the Exchange proposes to insert “Regular” before “Market Hours” to reflect the proposed renaming of the regular market section under Rule Equity 1, Sectio 1(a)(22). See proposed Rule 4702. 36   See Rule 4702 (“Order Types”) as proposed. 37   See proposed Rule 4702(a). To effect this change, the Exchange proposes to insert, immediately following the proposed entry addressing “Night Session Ports, Protocols” in Rule 4702(a) the following text: “Unpriced orders are not permitted during the Night Session. Unpriced orders designated for the Night Session will be rejected.” See id. 38   See Rule 4757(c). LOP applies to all Quotes and Orders, including Quotes and Orders that have been modified, where the modification results in a new timestamp and priority. LOP does not apply to Orders with Market and Primary Pegging, Market Maker Peg Orders or Intermarket Sweep Orders. A Midpoint Pegging Order with a discretion price would not be subject to LOP. LOP is operational each trading day, except for orders designated for opening, reopening and closing crosses and initial public offerings. LOP is not operational during trading halts and pauses. LOP would not apply in the event there is no established LOP Reference Price or the National Best Bid, when used as the LOP Reference Price, is equal to or less than $0. See Rule 4757(c)(i). 39  The “LOP Reference Price” is the current National Best Bid or Best Offer, the bid for sell orders and the offer for buy orders. See Rule 4757(c)(iii). LOP will reject incoming Limit Orders that exceed the LOP Reference Threshold. Limit Orders will be rejected if the price of the Limit Order is greater than the LOP Reference Threshold for a buy Limit Order. Limit Orders will be rejected if the price of the Limit Order is less than the LOP Reference Threshold for a sell Limit Order. See Rule 4757(c)(v). As provided under Rule 4757(c)(iv), the LOP Reference Threshold for buy orders will be the LOP Reference Price (offer) plus the applicable LOP Limit. The LOP Reference Threshold for sell orders will be the LOP Reference Price (bid) minus the applicable LOP Limit. 40   See Rule 4757(c)(ii). Specifically, the following Order Types will not be available during the Night Session: Supplemental;  41 Market Maker Peg;  42 Market On Open (“MOO”);  43 Limit on Open (“LOO”);  44 Opening Imbalance Only (“OIO Order”);  45 Market on Close (“MOC Order”);  46 Limit on Close (“LOC Order”);  47 Imbalance-Only (“IO Order”);  48 Company Direct Listing;  49 Extended Trading Close;  50 Midpoint Peg Post-Only;  51 Midpoint Extended Life Order (“M-ELO”);  52 and Midpoint Extended Life Order Plus Continuous Book (“M-ELO+CB Order”). 53 41  A “Supplemental Order” is an Order Type with a Non-Display Order Attribute that is held on the Nasdaq Book in order to provide liquidity at the NBBO through a special execution process described in Rule 4757(a)(1)(D). A Supplemental Order may be entered at any time during Pre-Market Hours, or Regular Market Hours, but is available for potential execution only during Market Hours. Any Supplemental Orders still on the Nasdaq Book at the conclusion of Market Hours will be cancelled. See Rule 4702(b)(6). 42  A “Market Maker Peg Order” is an Order Type designed to allow a Market Maker to maintain a continuous two-sided quotation at a displayed price that is compliant with the quotation requirements for Market Makers set forth in Rule Equity 2, Section 5(a)(2). The Exchange is proposing to provide that Market Maker Peg Orders are not available during the Night Session, and, further, that Market Maker Peg Orders designated for the Night Session will be cancelled. See proposed Rule 4702(b)(7)(A). 43  A “Market On Open Order” or “MOO Order” is an Order Type entered without a price that may be executed only during the Nasdaq Opening Cross. Subject to the qualifications provided in Rule 4702(b)(8), MOO Orders may be entered between 4 a.m. ET and immediately prior to 9:28 a.m. ET. An MOO Order will execute only at the price determined by the Nasdaq Opening Cross. See Rule 4702(b)(8). 44  A “Limit On Open Order” or “LOO Order” is an Order Type entered with a price that may be executed only in the Nasdaq Opening Cross, and only if the price determined by the Nasdaq Opening Cross is equal to or better than the price at which the LOO Order was entered. Subject to the qualifications provided in Rule 4702(b)(9), LOO Orders may be entered between 4 a.m. ET and immediately prior to 9:28 a.m. See Rule 4702(b)(9). 45  An “Opening Imbalance Only Order” or “OIO Order” is an Order Type entered with a price that may be executed only in the Nasdaq Opening Cross and only against MOO Orders, LOO Orders, or Early Market Hours Orders (as defined in Rule 4752). OIO Orders may be entered between 4:00 a.m. ET until the time of execution of the Nasdaq Opening Cross, but may not be cancelled or modified at or after 9:25 a.m. ET. See Rule 4702(b)(10)(A). 46  A “Market On Close Order” or “MOC Order” is an Order Type entered without a price that may be executed only during the Nasdaq Closing Cross. Subject to the qualifications provided in Rule 4702(b)(11)), MOC Orders may be entered between 4 a.m. ET and immediately prior to 3:55 p.m. See Rule 4702(b)(11). 47  A “Limit On Close Order” or “LOC Order” is an Order Type entered with a price that may be executed only in the Nasdaq Closing Cross and only if the price determined by the Nasdaq Closing Cross is equal to or better than the price at which the LOC Order was entered, subject to qualifications set out in Rule 4702(b)(12). Subject to qualifications set out in the Rule, LOC Orders may be entered, cancelled, and/or modified between 4 a.m. ET and immediately prior to 3:50 p.m. ET. . See Rule 4702(b)(12). 48  An “Imbalance Only Order” or “IO Order” is an Order entered with a price that may be executed only in the Nasdaq Closing Cross and only against MOC Orders or LOC Orders. IO Orders may be entered between 4:00 a.m. ET until the time of execution of the Nasdaq Closing Cross. See Rule 4702(b)(13). 49  A “Company Direct Listing Order” or “CDL Order” is a “market order” entered without a price that may be executed only in the Nasdaq Halt Cross for a Direct Listing with a Capital Raise (as defined in Listing Rule IM-5315-2). See Rule 4702(b)(16). The Exchange proposes to amend Rule 4702(b)(16)(A) to provide that CDL Orders are not eligible to participate in the Night Session, and, further, that CDL Orders designated for the Night Session will be rejected. See proposed Rule 4702(b)(16)(A). 50  An “Extended Trading Close” or “ETC” Order is an Order Type applicable to Nasdaq-listed securities that may be executed only during the Extended Trading Close and only at the Nasdaq Official Closing Price, as determined by the Nasdaq Closing Cross. See Rule 4702(b)(17). The Exchange proposes to amend Rule 4702(b)(17) to provide that ETC Orders are not eligible to participate in the Night Session, and that ETC Orders designated for the Night Session will be rejected. See proposed Rule 4702(b)(17)(A). 51  A “Midpoint Peg Post-Only Order” (“MPPO”) is an Order Type with a Non-Display Order Attribute that is priced at the midpoint between the NBBO and that will execute upon entry only in circumstances where economically beneficial to the party entering the Order. The Midpoint Peg Post-Only Order is available during Market Hours only. See Rule 4702(b)(5). 52  A “Midpoint Extended Life Order” is an Order Type with a Non-Display Order Attribute that is priced at the midpoint between the NBBO and that will not be eligible to execute until a minimum time period has passed after acceptance of the order by the System. Eligible Midpoint Extended Life Orders may only execute against other eligible Midpoint Extended Life Orders and M-ELO+CB Orders. See Rule 4702(b)(14). The Exchange proposes to amend subparagraph (A) of Rule 4702(b)(14) to provide that Midpoint Extended Life Orders are not eligible to participate in the Night Session, and that Midpoint Extended Life Orders designated for the Night Session will be rejected. The Exchange also proposes to modify subparagraph (B) of Rule 4702(b)(14) (addressing Order Attributes that may be assigned to a Midpoint Extended Life Order) to provide, consistent with the foregoing proposed changes, that “Midpoint Extended Life Orders designated for the Night Session will be rejected.” See proposed Rule 4702(b)(14)(A)-(B). 53  A “Midpoint Extended Life Order Plus Continuous Book” or “M-ELO+CB” is an Order Type that has all of the characteristics and attributes of a Midpoint Extended Life Order, except that a M-ELO+CB that satisfies a specified holding period is eligible to execute (at the midpoint of the NBBO) against other eligible M-ELO+CBs, eligible Midpoint Extended Life Orders, and as described in the rule, Non-Displayed Orders with Midpoint Pegging resting on the Exchange's Continuous Book. See Rule 4702(b)(15). The Exchange proposes to amend subparagraph (A) of Rule 4702(b)(15) to provide that M-ELO+CB orders are not eligible to participate in the Night Session, and that M-ELO+CB orders designated for the Night Session will be rejected. See proposed Rule 4702(b)(15)(A). As proposed, orders for the Night Session may be entered into the System (or previously entered orders cancelled or modified) from 9:00 p.m. ET until 4:00 a.m. ET in accordance with the hours of operation for the Night Session. 54 54  To effect this change, the Exchange proposes to provide in Rule 4756(a)(3) that orders for the Night Session may be entered into the System (or previously entered Orders cancelled or modified) from 9 p.m. until 4:00 a.m. ET in accordance with the hours of operation for the Night Session. See proposed Rule 4756(b). The Exchange further proposes to provide in Rule 4120(a)(10)(C) that the Exchange will begin accepting orders for the Night Session at 9:00 p.m. ET in accordance with Rule 4756 and will trade thereafter through the Night Session. Similarly, and with respect to entry of quotes by Nasdaq Market Makers, the Exchange proposes to provide that during the Night Session, Nasdaq Market Makers and Nasdaq ECNs can enter quotes into the System from 9:00 p.m. ET to 4:00 a.m. ET. See proposed Rules 4756(a))(10)(C), 4756(b). Similarly, the following Order Attributes  55 will not be available during the Night Session: Primary Pegging;  56 Market Pegging;  57 Midpoint Pegging;  58 and Discretion (Pegging). 59 With respect to Time-in-Force  60 order attributes, orders entered during the Night Session that are designated to deactivate after 4:00 a.m. ET will deactivate at the conclusion of the Night Session at 4:00 a.m. ET. 61 55  In Amendment No. 2 to the proposed rule change, the Exchange updates Exhibit 5 to the proposal to reflect changes to Rule 4703 that were adopted after the date of the initial filing. See, e.g., Notice, supra note 3; Exchange Rule 4703. 56   See Rule 4703(d). Pegging is an Order Attribute that allows an Order to have its price automatically set with reference to the National Best Bid and Offer; provided, however, that if Nasdaq is the sole market center at the Best Bid or Best Offer (as applicable), then the price of any Displayed Order with Primary Pegging will be set with reference to the highest bid or lowest offer disseminated by a market center other than Nasdaq. Pegging is available only during Market Hours. Nasdaq offers three varieties of Pegging: Primary Pegging, Market Pegging, and Midpoint Pegging. Primary Pegging means Pegging with reference to the Inside Quotation on the same side of the market. See id. 57  Market Pegging means Pegging with reference to the Inside Quotation on the opposite side of the market. Pegging is available only during Regular Market Hours. See Rule 4703(d). 58   See Rule 4703(d). Midpoint Pegging means Pegging with reference to the midpoint between the Inside Bid and the Inside Offer. Pegging is available only during Regular Market Hours. See id. 59  Discretion is an Order Attribute under which an Order has a non-displayed discretionary price range within which the entering Participant is willing to trade; such an Order may be referred to as a “Discretionary Order.” The Discretion Order Attribute may be combined with the Pegging Order Attribute, in which case either the price of the Order or the discretionary price range or both may be pegged in the ways described in Rule 4702(d) with respect to the Pegging Order Attribute. As discussed above, however, and consistent with its proposal with respect to the Pegging order attribute during the Night Session, the Exchange proposes to provide that during the Night Session, the Discretion attribute may not be combined with the Pegging Order attribute. See proposed Rule 4703(g) (providing that the Discretion order attribute is available during the Night Session, provided however, that during the Night Session, the Discretion order attribute may not be combined with the Pegging Order attribute, and further, that orders designated for the Night Session that combine the Discretion attribute with a Pegging attribute will be rejected). 60  The “Time-in-Force” assigned to an Order means the period of time that the Nasdaq Market Center will hold the Order for potential execution. Participants specify an Order's Time-in-Force by designating a time at which the Order will become active and a time at which the Order will cease to be active. See Rule 4702. 61  To effect this change, the Exchange proposes to amend Rule 4703(a) as follows. Rule 4703(a) currently provides that available times for deactivating orders include “a specific time identified by the Participant; provided, however, that an Order specifying an expire time beyond the current trading day will be cancelled at the end of the current trading day.” The Exchange proposes to amend that provision to enhance clarity with respect to available times for deactivating orders as well as to address available times for deactivating orders during the proposed Night Session. Specifically, the Exchange proposes to amend this provision to provide that available times for deactivating orders include “a specific time identified by the Participant; provided, however, that an Order specifying an expire time beyond 8:00 p.m. ET will be cancelled at the conclusion of the Day Sesson at 8:00 p.m. and that an Order entered during the Night Session specifying an expire time beyond 4:00 a.m. ET will expire at the conclusion of the Night Session at 4:00 a.m. ET.” The Exchange also proposes certain conforming changes to delete from that same provision obsolete terms including “the current trading day” and “end of current trading day.” See proposed Rule 4703(a). The Exchange further proposes to amend subparagraph (2) of Rule 4703 to delete the sentence that reads “[a]n Order that is designated to deactivate at 8:00 p.m. may be referred to as having a Time in Force of `System Hours Day' or `SDAY' ” and replace it with the following: “[a]n Order with a Time in Force of `System Hours Day' or `SDAY' will deactivate at 8:00 p.m., however, an Order with a Time in Force of `System Hours Day' or `SDAY' designated for participation in the Night Session will deactivate at 4:00 a.m.” See proposed Rule 4703(a)(2). The Exchange believes these proposed changes are appropriate to provide greater clarity with respect to the operation of SDAY orders during the proposed Day Session as well as address how the SDAY TIF would operate during the Night Session as proposed. However, the Night Session will differ from Post-Market Hours and Pre-Market Hours trading in several respects. Below is a summary of the key functionality of the Night Session as it will be available at its launch date. • Connectivity: The Exchange will require market participants to use ports specifically designated for use during the Night Session. 62 Market participants that have already purchased ports from the Exchange may continue using them to trade during the Day Session, but if participants wish to trade during the Night Session, then they will need to use a separate Night Session port to do so. 63 The Exchange proposes this requirement to use Night Session ports because the Exchange will run a distinct instance of its Trading System during the Night Session, and ports used for Day Session will only be capable of connecting to the instance of the Trading System used to operate the Day Session. Day ports will be operational from 4:00 a.m. ET through 8:00 p.m. ET, and Night Session ports will be operational from 9:00 p.m. ET through the following day at 4:00 a.m. ET. 64 62   See proposed Rule 4702(a) (providing that, to trade in the Night Session, market participants will be required to use ports specifically designated for use during the Night Session, and that ports used for the Day Session will not connect market participants to trading systems for the Night Session). The Exchange further proposes to provide that the following protocols will be available during the Night Session: OUCH 5, Core FIX, and FIX. The Exchange proposes to offer OUCH 5, the latest version of the OUCH protocol, during the Night Session. For sessions other than the Night Session, the Exchange also offers legacy OUCH versions. The OUCH Order entry protocol is a proprietary protocol that allows subscribers to quickly enter orders into the System and receive executions. See Securities Exchange Act Release No. 95768 (September 14, 2022), 87 FR 57534 (September 20, 2022). 63   See proposed Rule 4702(a). 64  To effect this change, the Exchange proposes to provide that Night Session ports will be operational from 9:00 p.m. ET through the following day at 4:00 a.m. ET in accordance with the definition of Night Session and that Day ports will be operational from 4:00 a.m. ET through 8:00 p.m. ET on Business Days. See proposed Rule 4702(a). • Times-in-Force: As noted above, the Exchange will employ the Time-in-Force Order Attribute during the Night Session as it does now during the Day Session, with two changes designed to reflect the Exchange's proposed hours of operations. First, the Exchange proposes to (1) amend Rule Equity 1, Section 1(a)(9) to update the definition of the term “System Hours”—which is currently defined as the hours of 4:00 a.m. ET through 8:00 p.m. ET—to reflect the Exchange's proposed hours of operation, 65 and (2) amend Rule 4703(a) to provide that when an Order may be deactivated at the end of “System Hours,” the term “System Hours” refers to the period from 9:00 p.m. ET to the following calendar day at 8:00 p.m. ET, in accordance with the definition of “System Hours” in Rule Equity 1, Section 1(a)(9). 66 65   See proposed Rule 1, Equity 1, Section 1(a)(9). As proposed, the term “System Hours” would mean the 23-hour time period beginning at 9:00 p.m. ET on one calendar day and ending at 8:00 p.m. ET (or such earlier time as may be designated by Nasdaq on a day when Nasdaq closes early) on the next calendar day for the period from Sunday at 9:00 p.m. ET through Friday at 8:00 p.m. ET in accordance with definitions of Day Session (including the Pre-Market Hours, Regular Market Hours, Post-Market Hours) and Night Session. The Exchange further proposes to modify Equity 1, Section 1(a)(9) to delete the definitions of “Market Hours,” “Pre-Market Hours” and “Post-Market Hours,” as the Exchange is proposing to define each such term separately elsewhere in Rule Equity 1, Section 1. 66   See proposed Rule 4703(a). As proposed, the Exchange would provide that the available times for deactivating an order include, among others, at the end of System Hours, in accordance with the definition of “System Hours” in Rule Equity 1, Section 1(a)(9). See proposed Rule 4703(a). • Trading Halts: Consistent with the approved rules of another national securities exchange, 67 the Exchange proposes to provide in Rule 4120(a)(10)(D) that during the Night Session, if the primary listing market, including Nasdaq when Nasdaq is the primary listing market, determines to halt trading, or delay commencement of trading, in one of its listed securities in accordance with such primary listing market's rules ( e.g., with regard to material corporate actions with respect to a particular security ( i.e., corporate actions that may affect a stock price, stock additions and subtractions, and similar actions) or material news announcements), the Exchange will halt trading, or delay the commencement of, trading (as applicable), in such security until trading resumes on the primary listing market for the security. Further, the Exchange proposes to provide that if trading in a security is halted by the primary listing market, including Nasdaq when Nasdaq is the primary listing market, before the commencement of the Night Session and continuing into the Night Session, or during the Night Session, the Exchange will halt trading in the security until trading resumes on the primary listing market for the security. 68 67  24X Rule 11.15(c)(5). 68   See proposed Rule 4120(a)(10)(D). Generally, regardless of trading session, when a halt has been declared on the primary listing market, the Exchange will also halt trading automatically in the subject security on th