Federal Register 30-Day Notice

Federal Register / Vol. 90, No. 227 / Friday, November 28, 2025 / Notices
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A) of the Act 29 and Rule 19b–
4(f)(6) 30 thereunder. Because the
foregoing proposed rule change does
not: (i) significantly affect the protection
of investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) 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 31 and Rule 19b–
4(f)(6) 32 thereunder.
A proposed rule change filed under
Rule 19b–4(f)(6) 33 normally does not
become operative prior to 30 days after
the date of the filing. However, pursuant
to Rule 19b–4(f)(6)(iii),34 the
Commission may designate a shorter
time if such action is consistent with the
protection of investors and the public
interest. The Exchange has asked the
Commission to waive the 30-day
operative delay so that the proposed
rule change may become operative
immediately upon filing. The Exchange
believes waiver of the operative delay is
consistent with the protection of
investors and the public interest
because it will allow the Exchange to
more expeditiously implement the
proposed changes which will provide
applicable orders with improved
protection against execution at
potentially extreme or adverse prices via
the wide market protection mechanism.
For these reasons, and because the
proposed rule change does not raise any
novel legal or regulatory issues, the
Commission finds that waiver of the 30day operative delay is consistent with
the protection of investors and the
public interest. Therefore, the
Commission hereby waives the 30-day
operative delay and designates the
proposed rule change to be operative
upon filing.35
29 15

U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
31 15 U.S.C. 78s(b)(3)(A).
32 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires a self-regulatory organization to give
the Commission written notice of its intent to file
the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
33 17 CFR 240.19b–4(f)(6).
34 17 CFR 240.19b–4(f)(6)(iii).
35 For purposes only of waiving the 30-day
operative delay, the Commission has also
considered the proposed rule’s impact on

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At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
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–
CBOE–2025–081 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–CBOE–2025–081. 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–CBOE–2025–081 and
should be submitted on or before
December 19, 2025.

efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).

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For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.36
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–21404 Filed 11–26–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[OMB Control No. 3235–0066]

Agency Information Collection
Activities; Submission for OMB
Review; Comment Request; Extension:
Form S–8-Securities Act Registration
Statement
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget this
request for extension of the previously
approved collection of information
discussed below.
Form S–8 (17 CFR 239.16b) under the
Securities Act of 1933 (15 U.S.C. 77a et
seq.) is the primary registration
statement used by eligible registrants to
register securities to be issued in
connection with an employee benefit
plan. The information collected is
intended to ensure the adequacy of
information available to investors in
connection with securities offerings.
The information required by Form S–8
is mandatory, and Form S–8 is publicly
available on the Commission’s
Electronic Data Gathering, Analysis, and
Retrieval (‘‘EDGAR’’) system. We
estimate that Form S–8 takes
approximately 28.25 hours per response
to prepare and is filed once per year by
approximately 2,541 respondents. We
estimate that 50% of the burden (14.125
hours) is carried internally by the issuer
for a total annual reporting burden of
35,892 (14.125 hours per response ×
2,541 responses). We estimate that 50%
of the burden is carried externally by
outside professionals at a rate of $600
per hour for a total cost burden of
$21,534,975 (14.125 hours per response
× $600 per hour × 2,541 responses).
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid OMB
Control Number.
36 17

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CFR 200.30–3(a)(12), (59).

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54812

Federal Register / Vol. 90, No. 227 / Friday, November 28, 2025 / Notices

The public may view and comment
on this information collection request
at: https://www.reginfo.gov/public/do/
PRAViewICR?ref_nbr=202508-3235-004
or email comment to
MBX.OMB.OIRA.SEC_desk_officer@
omb.eop.gov within 30 days of the day
after publication of this notice, by
December 29, 2025.
Dated: November 25, 2025.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025–21494 Filed 11–26–25; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–104248; File No. SR–DTC–
2025–016]

Self-Regulatory Organizations; The
Depository Trust Company; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend the
DTC Rules To Align With Exchange Act
Rule 17ad–26
November 24, 2025.

Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on November
21, 2025, The Depository Trust
Company (‘‘DTC’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II and III
below, which Items have been prepared
by the clearing agency. DTC filed the
proposed rule change pursuant to
Section 19(b)(3)(A) of the Act 3 and Rule
19b–4(f)(4) thereunder.4 The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Clearing Agency’s Statement of the
Terms of Substance of the Proposed
Rule Change
The proposed rule change consists of
certain changes to Rule 32(A) (Winddown of the Corporation) of the Rules of
The Depository Trust Company
(‘‘DTC’’) 5 to revise certain defined terms
and make related technical changes to
align with Exchange Act Rule 17ad–26 6
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(4).
5 Terms not otherwise defined herein have the
meaning set forth in the DTC Rules, By-Laws and
Organization Certificate (the ‘‘Rules’’), available at
www.dtcc.com/legal/rules-and-procedures.
6 Covered Clearing Agency Resilience and
Recovery and Orderly Wind-down Plans, Exchange
Act Release No. 101446 (Oct. 25, 2024), 89 FR
91000 (Nov.18, 2024) (S7–10–23).

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(‘‘SEC Rule 17ad–26’’ or ‘‘Rule 17ad–
26’’) promulgated by the Commission.
II. Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission, the
clearing agency 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
clearing agency has prepared
summaries, set forth in sections A, B,
and C below, of the most significant
aspects of such statements.
(A) Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
1. Purpose
The Commission promulgated Rule
17ad–26,7 which requires that plans for
the recovery and orderly wind-down of
a covered clearing agency, such as DTC,
include certain specific elements. The
Commission recently approved DTC’s
proposed rule change to reflect the
requirements of Rule 17ad–26 in the
DTC Recovery & Wind-down Plan (the
‘‘Plan’’ or ‘‘RWP’’).8 For purposes of
implementing certain aspects of the
RWP, DTC is proposing to revise certain
defined terms and make certain
technical changes to DTC Rule 32(A)
(Wind-down of the Corporation),9 in
order to align with how they are referred
to in the Plan and to conform with the
definitions set forth in Rule 17ad–26.10
A. Proposal To Modify or Add Certain
Defined Terms in DTC Rule 32(A)
(Wind-Down of the Corporation)
(i) Proposal To Replace the Term
‘‘Critical Services’’ With ‘‘Core
Services’’
Consistent with SEC Rule 17ad–
26(a)(1),11 DTC is proposing to modify
7 Id.
8 See Securities Exchange Act Release No.103221
(June 10, 2025), 90 FR 25414 (June 16, 2025) (SR–
DTC–2025–007).
9 DTC Rule 32(A) (Wind-down of the
Corporation), supra note 5.
10 Supra note 6.
11 Id. In the Adopting Release covering Rule
17ad–26, it was noted that ‘‘The Commission is
modifying the final rule to refer to ‘‘core payment,
clearance, and settlement services’’ rather than
‘‘critical payment, clearance, and settlement
services’’ (hereinafter, referred to as ‘‘core services’’)
to improve clarity and consistency with
terminology in other rules, such as Rule 17ad–25(i),
242 which concerns the governance of ‘‘service
providers for core services.’’ Furthermore, the use
of ‘‘core’’ as opposed to ‘‘critical’’ helps distinguish
a CCA’s obligations under Rule 17ad–26 from those
under 17 CFR 242.1000 through 242.1007

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DTC Rule 32(A) to replace all references
to ‘‘Critical Services’’ with ‘‘Core
Services.’’ Use of the descriptive term
‘‘Core’’ rather than ‘‘Critical’’ would not
affect DTC’s identification, classification
or description of these services in the
RWP. Similarly, the proposed rule filing
would replace all references to ‘‘NonCritical Services’’ with ‘‘Non-Core
Services.’’
(ii) Proposal To Modify the Defined
Terms ‘‘Recovery Plan’’ and ‘‘WindDown Plan’’
For purposes of consistency with SEC
Rule 17ad–26(b),12 DTC is proposing to
capitalize references to the terms
‘‘Recovery’’ and ‘‘Orderly Wind-down,’’
and add an associated reference to the
definition of these terms as set forth
under SEC Rule 17ad–26(b) 13 within
the definitions of ‘‘Recovery Plan’’ and
‘‘Wind-down Plan’’ in DTC Rule 32(A).
B. Implementation of the Proposal
As noted above, the principal purpose
of the proposed rule change is to revise
certain defined terms and make related
technical changes to DTC Rule 32(A)
(Wind-down of the Corporation) to align
with Rule 17ad–26.14 This would help
to facilitate implementation of certain
aspects of the RWP in a manner
consistent with SEC Rule 17ad–26 and
the amended RWP recently approved by
the Commission.15 Based on the
compliance date of SEC Rule 17ad–26
that was established by the Commission,
(‘‘Regulation SCI’’), which addresses, in the context
of clearing agencies subject to the rule, ‘‘critical
systems’’ that support clearance and settlement.
The Commission further noted that ‘‘Use of the
descriptive term ‘‘core’’ rather than ‘‘critical’’ does
not affect the Commission’s guidance stated in the
RWP Proposing Release on identifying those
services.’’
12 Id.
13 Id. Pursuant to SEC Rule 17ad–26(b),
‘‘Recovery’’ means the actions of a covered clearing
agency, consistent with its rules, procedures, and
other ex ante contractual arrangements, to address
any uncovered loss, liquidity shortfall, or capital
inadequacy, whether arising from participant
default or other causes (such as business,
operational, or other structural weaknesses),
including actions to replenish any depleted
prefunded financial resources and liquidity
arrangements, as necessary to maintain the covered
clearing agency’s viability as a going concern and
to continue its provision of core services, as
identified by the covered clearing agency pursuant
to paragraph (a)(1) of this section. The term
‘‘Orderly wind-down’’ means the actions of a
covered clearing agency to effect the permanent
cessation, sale, or transfer of one or more of its core
services, as identified by the covered clearing
agency pursuant to paragraph (a)(1) of this section,
in a manner that would not increase the risk of
significant liquidity, credit, or operational problems
spreading among financial institutions or markets
and thereby threaten the stability of the U.S.
financial system.’’
14 Id.
15 Supra note 8.

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