I. Introduction

On April 2, 2025, the Financial Industry Regulatory Authority, Inc. (“FINRA”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) ^[1] and Rule 19b-4 thereunder,^[2] a proposed rule change to adopt FINRA Rule 6152 (Disclosure of Order Execution Information for NMS Stocks) to require members to submit their order execution reports for NMS stocks to FINRA for publication on the FINRA website. The proposed rule change was published for comment in the Federal Register on April 11, 2025.^[3] On May 20, 2025, the Commission extended until July 10, 2025, the time period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.^[4] This order approves the proposed rule change.

II. Description of the Proposed Rule Change

Rule 605 under Regulation National Market System (“Regulation NMS”) ^[5] requires specified entities to make available standardized monthly reports of statistical information concerning ( printed page 27883) covered orders ^[6] in NMS stocks ^[7] that such entities received for execution (“Rule 605 Reports”). On March 6, 2024, the Commission adopted amendments to Rule 605 that, among other things, expanded the scope of reporting entities subject to Rule 605 to include, in addition to market centers,^[8] broker-dealers that introduce or carry 100,000 or more customer accounts (referred to as “larger broker-dealers” ^[9] ).^[10]

The procedures for market centers ^[11] to make their Rule 605 Reports available to the public are set forth in the National Market System Plan Establishing Procedures Under Rule 605 of Regulation NMS (“Rule 605 NMS Plan”).^[12] The Rule 605 NMS Plan provides that Rule 605 Reports shall be made available to the public in a uniform, readily accessible, and usable electronic format,^[13] within one month after the end of the month addressed in the report.^[14] The Rule 605 NMS Plan further requires each market center to make arrangements with a single self-regulatory organization (“SRO”) to act as its “Designated Participant,” and to provide its Designated Participant with a hyperlink to the website where the Rule 605 Reports can be downloaded.^[15] Each SRO participant in the Rule 605 NMS Plan, in turn, maintains a website that includes a list of links where the Rule 605 Reports can be obtained for all market centers for which the SRO participant functions as a Designated Participant.^[16] FINRA acts as the Designated Participant under the Rule 605 NMS Plan for all non-exchange market centers and includes on the FINRA website links to such market centers' Rule 605 Reports.^[17]

FINRA states, however, that users seeking to analyze and compare Rule 605 Reports must still navigate to the separate websites that house each individual market center's Rule 605 Reports.^[18] Therefore, to make Rule 605 Reports more accessible for regulators, investors, and others seeking to analyze and compare the data, FINRA proposes to require that members provide their Rule 605 Reports to FINRA for central publication on the FINRA website. Specifically, new FINRA Rule 6152, entitled “Disclosure of Order Execution Information for NMS Stocks,” would require each member that is required to publish reports pursuant to Rule 605 to provide such reports to FINRA, in the manner prescribed by FINRA, within the same time and in the same format that such reports are required to be made publicly available pursuant to Rule 605 ( i.e., within one month after the end of the month addressed in the report).^[19] FINRA would publish the Rule 605 Reports it receives in a centralized location on the FINRA website, free of charge and with no restrictions on use of the data.^[20] If approved, FINRA plans to announce the effective date of the proposed rule change in a Regulatory Notice.^[21]

FINRA states it undertook an economic impact assessment to analyze the potential economic impacts of the proposed rule change, including potential costs, benefits, and distributional and competitive effects, relative to the current baseline.^[22] In addition, FINRA published the substance of the proposal in Regulatory Notice 23-10 (May 2023) and received three comments in response.^[23] FINRA provided these comments, as well as a summary of these comments and its responses, in its filing with the Commission.^[24]

III. Discussion and Commission Findings

After reviewing the proposed rule change and comment letters received, the Commission finds that the proposed rule change is consistent with the requirements of the Exchange Act and ( printed page 27884) the rules and regulations thereunder applicable to a national securities association.^[25] In particular, the Commission finds that the proposed rule change is consistent with Section 15A(b)(6) of the Exchange Act,^[26] which requires, among other things, that the association's rules be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest; and that the rules are not designed to permit unfair discrimination between customers, issuers, brokers, or dealers.

The Commission received two comment letters that were broadly supportive of the proposed rule change.^[27] One commenter stated its support for FINRA not implementing proposed Rule 6152 until the Commission's amendments to Rule 605 have been implemented, in light of “open interpretative questions relating to the Commission's amendments to Rule 605.” ^[28] Another commenter observed that the Commission did not mandate centralization of Rule 605 Reports as part of the Rule 605 Amendments Release, but that the Commission had initially proposed two alternative mechanisms for centralization and, at the time, the commenter stated “that centralization `should be done with a public database maintained by the Financial Industry Regulatory Authority (FINRA).' ” ^[29] This commenter stated that FINRA's proposal will bring “greater utility to the reports and transparency to the investing public.” ^[30]

Overall, the creation of a centralized electronic repository will promote greater transparency by better enabling market participants to access and evaluate the reports of multiple reporting entities because the reports would be available at a single location. Although FINRA's proposal will not require centralization of Rule 605 Reports from all reporting entities,^[31] the proposed requirement that FINRA members send their Rule 605 Reports to FINRA for centralized publication on the FINRA website will make such information more readily accessible for investors, academics, and others seeking to analyze and compare the data. The proposed rule change will also facilitate the ability of FINRA and the Commission to review the data for regulatory purposes. While FINRA acknowledges that FINRA members will incur some costs in having to send Rule 605 Reports to FINRA,^[32] centralized access through FINRA's website will make it more efficient for users to access and collect the Rule 605 Reports and make it easier to analyze and compare execution quality statistics across market centers and larger broker-dealers.

For the foregoing reasons, the Commission finds that the proposed rule change is consistent with Section 15A(b)(6) of the Exchange Act ^[33] and the rules and regulations thereunder applicable to a national securities association.

IV. Conclusion

It is therefore ordered, pursuant to Section 19(b)(2) of the Exchange Act,^[34] that the proposed rule change (SR-FINRA-2025-002), be, and hereby is, approved.