I. Introduction

On September 30, 2025, The Nasdaq Stock Market LLC (“Nasdaq” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 19b-4 thereunder,^[2] a proposed rule change to list and trade shares (“Shares”) of the iShares Bitcoin Premium Income ETF (“Trust”) under Nasdaq Rule 5711(d) (Commodity-Based Trust Shares).^[3] The proposed rule change was published for comment in the Federal Register on October 2, 2025.^[4] On May 7, 2026, the Exchange filed Amendment No. 1 to the proposed rule change, which superseded the original proposed rule change in its entirety, and on May 8, 2026, the Commission published notice of the proposed rule change, as modified by Amendment No. 1 (“Proposal”).^[5] This order approves the Proposal on an accelerated basis.

II. Description of the Proposal

As described in more detail in Amendment No. 1,^[6] the Exchange proposes to list and trade the Shares of the Trust under Nasdaq Rule 5711(d), which governs the listing and trading of Commodity-Based Trust Shares on the Exchange.

According to the Exchange, the Trust seeks to reflect generally the performance of the price of bitcoin while providing premium income through an actively managed strategy of writing (selling) call options on iShares Bitcoin Trust ETF (“IBIT”) (such options, “IBIT options”) and, from time to time, on indices that track spot bitcoin exchange-traded products, including IBIT (such options, “index options”).^[7] The Trust will be actively-managed ^[8] and the assets of the Trust will consist of bitcoin, as well as shares of IBIT, and cash, including premiums associated with written options.^[9] All options written by the Trust will be U.S. exchange-listed.^[10] The Exchange states that it is submitting the Proposal because the Trust will be actively managed; however, it will meet all of the other requirements under the generic listing standards for Commodity-Based Trust Shares set forth in Nasdaq Rule 5711(d).^[11]

III. Discussion and Commission Findings

After careful review, the Commission finds that the Proposal is consistent with the Act and rules and regulations thereunder applicable to a national securities exchange.^[12] In particular, the Commission finds that the Proposal is consistent with Section 6(b)(5) of the Act,^[13] which requires, among other things, that the Exchange's rules be designed to “prevent fraudulent and manipulative acts and practices” and, “in general, to protect investors and the public interest;” and with Section 11A(a)(1)(C)(iii) of the Act,^[14] which sets forth Congress' finding that it is in the public interest and appropriate for the protection of investors and the maintenance of fair and orderly markets to assure the availability to brokers, dealers, and investors of information with respect to quotations for and transactions in securities.

The Exchange has represented that the Trust will meet all the requirements set forth in Nasdaq Rule 5711(d) except that the Trust will be actively managed.^[15] The Commission has previously found that the requirements set forth in Nasdaq Rule 5711(d) for the generic listing of Commodity-Based Trust Shares that are based on a reference asset(s) or index are consistent with the Act.^[16] The Commission has stated in the context of exchange traded funds (“ETFs”) registered under the ( printed page 33253) 1940 Act that the mere addition of active management to a portfolio that would otherwise qualify for generic listing as an index-based ETF should not affect the portfolio's susceptibility to manipulation or the availability of arbitrage between the ETF and its underlying portfolio.^[17] This principle holds true for Commodity-Based Trust Shares as well. As the Commission stated in the Generics Approval Order, consistently applying listing standards across products with economic exposures to the same underlying commodities levels the playing field between issuers, which should promote competition and would more readily afford investors greater investment options.^[18]

Nevertheless, Nasdaq Rule 5711(d) does not currently contemplate the listing and trading of actively managed products and, therefore, certain provisions are only relevant to index-based products and do not contemplate active management.^[19] To address this, the Exchange has included additional representations in the Proposal to reflect that the Trust is actively managed. The Commission finds that the requirements set forth in Nasdaq Rule 5711(d), coupled with the additional representations made by the Exchange in the Proposal with respect to the listing and trading of the Shares, are designed to prevent fraudulent and manipulative acts and practices and to protect investors and the public interest, consistent with Section 6(b)(5) of the Act.^[20]

First, the Exchange has represented in the Proposal that it will implement additional firewall requirements with respect to the Advisor (or any future advisor) and its personnel to reflect that the Trust is actively managed rather than index-based.^[21] In particular, the Exchange represents in the Proposal that if the current Advisor or any new advisor of the Trust is or becomes affiliated with a broker-dealer, it will erect and maintain a “firewall” between the advisor and the broker-dealer with respect to access to information concerning the composition and/or changes to the Trust's portfolio.^[22] In addition, the current Advisor and any new advisor of the Trust must establish, maintain, and enforce written policies and procedures reasonably designed to prevent the misuse of material nonpublic information by the advisor and any person associated with the advisor.^[23] Moreover, any personnel or person associated with the Advisor or any new advisor who make decisions pertaining to the Trust's portfolio must be subject to procedures designed to prevent the use and dissemination of material nonpublic information regarding the Trust's portfolio.^[24] Finally, any institution or reporting service that provides information relating to the Trust's portfolio ^[25] must implement and maintain, or be subject to, procedures designed to prevent the use and dissemination of material non-public information regarding the actual components of the Trust's portfolio.^[26] These additional requirements relating to firewalls and procedures are substantively identical to Nasdaq's rules governing the listing and trading of actively managed exchange-traded funds,^[27] and apply in addition to what is already required under Nasdaq Rule 5711(d)(x) and the Act and respective rules and regulations thereunder. Such requirements collectively provide additional protection against the potential misuse of material, non-public information relating to the Trust's actively managed portfolio. The Commission finds that the proposed additional requirements relating to firewalls and procedures, combined with the requirements of Nasdaq Rule 5711(d)(x), are designed to prevent fraudulent and manipulative acts and practices and to protect investors, consistent with Section 6(b)(5) of the Act.^[28]

Second, while the Trust will be subject to the trading halt requirements of Nasdaq Rule 5711(d)(ix), the Exchange has also represented in the Proposal that if the Exchange becomes aware that the Trust's portfolio holdings are not disseminated to all market participants at the same time, it will halt trading in the Shares until such time as the Trust's portfolio holdings are available to all market participants.^[29] This additional trading halt requirement is substantively identical to Nasdaq's rule governing the listing and trading of actively managed exchange-traded funds,^[30] and applies in addition to what is already required under Nasdaq Rule 5711(d)(ix). This additional trading halt requirement will help to ensure that all market participants have transparency relating to the Trust's underlying portfolio, which information is key to pricing the Shares, and that no market participant has an unfair informational advantage. Ensuring such transparency relating to the Trust's underlying portfolio for all market participants will help facilitate a fair and orderly market for the Shares, as well as help to ensure that the Shares are not susceptible to manipulation. Accordingly, consistent with the requirement of Section 6(b)(5) of the Act ^[31] that an Exchange's rules be designed to remove impediments to and perfect the mechanism of a free and open market, the additional trading halt requirement combined with the existing ( printed page 33254) halt requirements of Nasdaq Rule 5711(d)(ix) are reasonably designed to promote fair disclosure of information that may be necessary to price the Shares appropriately, to prevent trading when a reasonable degree of transparency cannot be assured, and to ensure fair and orderly markets for the Shares.

Apart from being actively managed, the Shares must meet all the requirements for initial and continued listing under Nasdaq Rule 5711(d). The Shares will be subject to the rules and procedures of the Exchange that currently govern the trading of equity securities on the Exchange.^[32] All statements and representations contained in the Proposal regarding, among others things, the description of the Trust's holdings, limitations on holdings, dissemination of holdings, and the applicability of the Exchange's listing rules specified in the Proposal, will constitute continued listing requirements.^[33] Moreover, the Trust must notify the Exchange of any failure by the Trust to comply with the continued listing requirements.^[34] Pursuant to obligations under Section 19(g)(1) of the Act,^[35] the Exchange will surveil for compliance with the continued listing requirements; and if the Trust is not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures.^[36]

For the reasons discussed above, the Commission finds that the Proposal is consistent with the Act.^[37]

IV. Accelerated Approval of the Proposal

The Commission finds good cause to approve the Proposal prior to the thirtieth day after the date of publication of notice of filing of Amendment No. 1 ^[38] in the Federal Register . Amendment No. 1 clarified the description of the Trust and its permitted investments, further described the terms of the Trust, including additional trading halt and firewall requirements, and conformed various representations in the amended filing to the requirements of Nasdaq Rule 5711(d) for Commodity-Based Trust Shares.

Amendment No. 1 does not raise any novel regulatory issues. The changes assist the Commission in evaluating the Proposal and in determining that it is consistent with the Act and the rules and regulations thereunder applicable to a national securities exchange, as discussed above. The Commission finds that Amendment No. 1 is reasonably designed to prevent fraudulent and manipulative acts and practices and, in general, to protect investors and the public interest; and, it is in the public interest and appropriate for the protection of investors and the maintenance of fair and orderly markets to assure the availability to brokers, dealers, and investors of information with respect to quotations for and transactions in securities. Accordingly, the Commission finds good cause, pursuant to Section 19(b)(2) of the Act,^[39] to approve the Proposal on an accelerated basis prior to the thirtieth day after publication of notice of filing of Amendment No. 1 in the Federal Register .

V. Conclusion

This approval order is based on all of the Exchange's representations and descriptions in the Proposal, which the Commission has evaluated as discussed above.^[40] For the reasons set forth above, the Commission finds, pursuant to Section 19(b)(2) of the Act,^[41] that the Proposal is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange, and in particular, with Section 6(b)(5) and Section 11A(a)(1)(C)(iii) of the Act.^[42]

It is therefore ordered, pursuant to Section 19(b)(2) of the Act,^[43] that the proposed rule change, as modified by Amendment No. 1 (SR-NASDAQ-2025-085) be, and hereby is, approved on an accelerated basis.