Self-Regulatory Organizations; Proposed Rule Changes: Nasdaq Stock Market LLC

Self-Regulatory Organizations; Nasdaq Stock Market LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To List and Trade Shares of the iShares Bitcoin Premium Income ETF Under Nasdaq Rule 5711(d) (Commodity Based Trust Shares)

I. Introduction

On September 30, 2025, The Nasdaq Stock Market LLC ("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). The proposed rule change was published for comment in the Federal Register on October 2, 2025. ⁽³⁾

On November 3, 2025, pursuant to Section 19(b)(2) of the Act, ⁽⁴⁾ the Commission designated a longer 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. ⁽⁵⁾ This order institutes proceedings under Section 19(b)(2)(B) of the Act  ⁽⁶⁾ to determine whether to approve or disapprove the proposed rule change.

II. Summary of the Proposal

As described in more detail in the Notice, ⁽⁷⁾ 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 investment objective of the Trust is to reflect generally the performance of the price of bitcoin while providing income by writing (selling) call options primarily on iShares Bitcoin Trust ETF ("IBIT") or indices that track spot exchange-traded products ("ETPs"). ⁽⁸⁾ The Trust will be actively-managed and will invest primarily in spot bitcoin and IBIT, will hold cash, and will write options on IBIT or indices tracking spot bitcoin ETPs. ⁽⁹⁾ Such options may consist of U.S. exchange-listed options, flexible exchange options, or over-the-counter ("OTC") options. ⁽¹⁰⁾ The Exchange states that it is submitting this proposal because the Trust will be actively managed and may hold OTC options that are not listed and traded on an Intermarket Surveillance Group market; 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. Proceedings To Determine Whether To Approve or Disapprove SR-NASDAQ-2025-085 and Grounds for Disapproval Under Consideration

The Commission is instituting proceedings pursuant to Section 19(b)(2)(B) of the Act  ⁽¹²⁾ to determine whether the proposed rule change should be approved or disapproved. Institution of proceedings is appropriate at this time in view of the legal and policy issues raised by the proposed rule change. Institution of proceedings does not indicate that the Commission has reached any conclusions with respect to any of the issues involved. Rather, the Commission seeks and encourages interested persons to provide comments on the proposed rule change.

Pursuant to Section 19(b)(2)(B) of the Act, ⁽¹³⁾ the Commission is providing notice of the grounds for disapproval under consideration. The Commission is instituting proceedings to allow for additional analysis of the proposed rule change's consistency with Section 6(b)(5) of the Act, which requires, among other things, that the rules of a national securities exchange be "designed to prevent fraudulent and manipulative acts and practices" and "to protect investors and the public interest."  ⁽¹⁴⁾

The Commission asks that commenters address the sufficiency of the Exchange's statements in support of the proposal, which are set forth in the Notice, in addition to any other comments they may wish to submit about the proposed rule change. In particular, the Commission seeks comment on whether the proposal to list and trade Shares of the Trust, which would be actively managed and would write OTC options on IBIT or indices tracking spot bitcoin ETPs, is designed to prevent fraudulent and manipulative acts and practices or raises any new or novel concerns not previously contemplated by the Commission.

IV. Procedure: Request for Written Comments

The Commission requests that interested persons provide written submissions of their views, data, and arguments with respect to the issues identified above, as well as any other concerns they may have with the proposal. In particular, the Commission invites the written views of interested persons concerning whether the proposal is consistent with Section 6(b)(5) or any other provision of the Act, and the rules and regulations thereunder. Although there do not appear to be any issues relevant to approval or disapproval that would be facilitated by an oral presentation of views, data, and arguments, the Commission will consider, pursuant to Rule 19b-4, any request for an opportunity to make an oral presentation. ⁽¹⁵⁾

Interested persons are invited to submit written data, views, and arguments regarding whether the proposed rule change should be approved or disapproved by January 9, 2026. Any person who wishes to file a rebuttal to any other person's submission must file that rebuttal by January 23, 2026.

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 [email protected]. Please include file number SR-NASDAQ-2025-085 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-NASDAQ-2025-085. 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-NASDAQ-2025-085 and should be submitted on or before January 9, 2026. Rebuttal comments should be submitted by January 23, 2026.

⁽¹⁾  15 U.S.C. 78s(b)(1).

⁽²⁾  17 CFR 240.19b-4.

⁽³⁾ See Securities Exchange Act Release No. 104148 (Sept. 30, 2025), 90 FR 47846 ("Notice"). The Commission has received no comments on the proposed rule change.

⁽⁴⁾  15 U.S.C. 78s(b)(2).

⁽⁵⁾ See Securities Exchange Act Release No. 104173, 90 FR 57424 (Nov. 17, 2025). The Commission designated December 31, 2025, as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change.

⁽⁶⁾  15 U.S.C. 78s(b)(2)(B).

⁽⁷⁾ See Notice, supra note 3.

⁽⁸⁾ See id. at 47847. The sponsor of the Trust is iShares Delaware Trust Sponsor LLC, an indirect subsidiary of BlackRock, Inc. ("Sponsor"). The Trust will operate pursuant to a trust agreement between the Sponsor, a third party as the trustee of the Trust, and Wilmington Trust, National Association, as Delaware trustee. A third party will be responsible for the custody of the Trust's bitcoin. See id.

⁽⁹⁾ See id. at 47847-48.

⁽¹⁰⁾ See id. at 47848. The Exchange states that the Trust is not an investment company registered under the Investment Company Act of 1940, as amended, and, in accordance therewith, will not own or acquire securities in excess of 40% of the value of the Trust's total assets (excluding Government Securities (as defined in the 1940 Act) and cash items) on an unconsolidated basis. See id. at 47847.

⁽¹¹⁾ See id. at 47847. See also Securities Exchange Act Release No. 103995 (Sept. 17, 2025), 90 FR 45414 (Sept. 22, 2025) (SR-NASDAQ-2025-056; SR-CboeBZX-2025-104; SR-NYSEARCA-2025-54) (Order Granting Accelerated Approval of Proposed Rule Changes, as Modified by Amendments Thereto, to Adopt Generic Listing Standards for Commodity-Based Trust Shares).

⁽¹²⁾  15 U.S.C. 78s(b)(2)(B).

⁽¹³⁾ Id.

⁽¹⁴⁾  15 U.S.C. 78f(b)(5).

⁽¹⁵⁾  Section 19(b)(2) of the Act, as amended by the Securities Acts Amendments of 1975, Public Law 94-29 (June 4, 1975), grants the Commission flexibility to determine what type of proceeding-either oral or notice and opportunity for written comments-is appropriate for consideration of a particular proposal by a self-regulatory organization. See Securities Acts Amendments of 1975, Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st Sess. 30 (1975).

⁽¹⁶⁾  17 CFR 200.30-3(a)(57).