Order Granting Conditional Exemptive Relief, Pursuant to Section 36(a)(1) of the

1 
SECURITIES AND EXCHANGE COMMISSION 
[Release No. 34-104144]                              
Order Granting Conditional Exemptive Relief, Pursuant to Section 36(a)(1) of the 
Securities Exchange Act of 1934 (“Exchange Act”) and Rule 608(e) of Regulation NMS 
Thereunder, from Certain Requirements of the National Market System Plan Governing 
the Consolidated Audit Trail, Rule 613 of Regulation NMS, and Rule 17a-1 under the 
Exchange Act 
September 30, 2025. 
I. Introduction 
The Securities and Exchange Commission (the “Commission” or the “SEC”) has 
determined to grant the Participants conditional exemptive relief from certain requirements of the 
national market system plan governing the consolidated audit trail (the “CAT NMS Plan”), Rule 
613 of Regulation NMS, and Rule 17a-1 under the Exchange Act in order to reduce the operating 
costs of the consolidated audit trail (the “CAT”).
1
  These requirements, and the conditional 
exemptive relief granted, are described in more detail below.   
On July 18, 2012, the Commission adopted Rule 613 of Regulation NMS, which required 
national securities exchanges and national securities associations (the “Participants”)
2
 to jointly 
                                                           
1
  17 CFR 240.17a-1. 
2
  The Participants include 24X National Exchange, BOX Exchange LLC, Cboe BYX Exchange, Inc., Cboe 
BZX Exchange, Inc., Cboe C2 Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc., 
Cboe Exchange, Inc., Financial Industry Regulatory Authority, Inc., Investors Exchange LLC, Long-Term 
Stock Exchange, Inc., MEMX LLC, Miami International Securities Exchange LLC, MIAX Emerald, LLC, 
MIAX PEARL, LLC, MIAX Sapphire, LLC, Nasdaq BX, Inc., Nasdaq GEMX, LLC, Nasdaq ISE, LLC, 
Nasdaq MRX, LLC, Nasdaq PHLX LLC, The NASDAQ Stock Market LLC, New York Stock Exchange 
LLC, NYSE American LLC, NYSE Arca, Inc., NYSE National, Inc., and NYSE Texas, Inc. 
 

2 
develop and submit to the Commission the CAT NMS Plan.
3
  The goal of Rule 613 was to create 
a modernized audit trail system that would provide regulators with timely access to a 
comprehensive set of trading data, thus enabling regulators to more efficiently and effectively 
analyze and reconstruct market events, monitor market behavior, conduct market analysis to 
support regulatory decisions, and perform surveillance, investigation, and enforcement 
activities.
4
  On November 15, 2016, the Commission approved the national market system plan 
required by Rule 613 – the CAT NMS Plan.
5
 
In the CAT NMS Plan Approval Order issued in 2016, the Commission estimated that the 
ongoing annual costs associated with maintaining and operating the Central Repository
6
 would 
be approximately $55.8 million.
7
  But CAT operating costs have far exceeded these estimates
8
 
                                                           
3
  See Securities Exchange Act Release No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012) (“Rule 613 
Adopting Release”); 17 CFR 242.613. 
4
  See id. at 45730-33. 
5
  Securities Exchange Act Release No. 79318 (Nov. 15, 2016), 81 FR 84696, (Nov. 23, 2016) (“CAT NMS 
Plan Approval Order”).  The CAT NMS Plan is Exhibit A to the CAT NMS Plan Approval Order.  See 
CAT NMS Plan Approval Order, at 84943-85034.  The CAT NMS Plan functions as the limited liability 
company agreement of the jointly owned limited liability company formed under Delaware State law 
through which the Participants conduct the activities of the CAT.  Each Participant is a member of the 
company and jointly owns the company on an equal basis.  The Participants submitted to the Commission a 
proposed amendment to the CAT NMS Plan on Aug. 29, 2019, which they designated as effective on filing.  
Under the amendment, the limited liability company agreement of a new limited liability company named 
Consolidated Audit Trail, LLC (the “Company”) serves as the CAT NMS Plan, replacing in its entirety the 
CAT NMS Plan.  See Securities Exchange Act Release No. 87149 (Sept. 27, 2019), 84 FR 52905 (Oct. 3, 
2019).   
6
  “Central Repository” means “the repository responsible for the receipt, consolidation, and retention of all 
information reported to the CAT pursuant to SEC Rule 613 and [the CAT NMS Plan].”  See CAT NMS 
Plan, supra note 5, at section 1.1. 
7
  See, e.g., CAT NMS Plan Approval Order, supra note 5, at 84918-20. 
8
  The CAT budget initially approved by the Participants for 2025 exceeded $248 million.  See 
https://catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-
Budget.pdf.  In May 2025, the Participants revised the CAT budget to approximately $228 million to 
account for cost savings realized through the implementation of the cost savings measures approved by the 
Commission in 2024 (the “2024 Cost Savings Amendment”) and other optimizations.  See 
https://catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-
Budget.pdf; see also Securities Exchange Act Release No. 101901 (Dec. 12, 2024), 89 FR 103033 (Dec. 
18, 2024).  The Commission now understands, through communications with the Participants, that the CAT 
 

3 
due largely to increases in trading activity, which impacts various CAT cost drivers like storage, 
data processing, and message traffic.
9
  These increases have led both the Commission and the 
Participants to take steps to manage and contain CAT costs in the past.
10
  The conditional 
exemptive relief granted herein further responds to these increases in CAT costs, as well as to 
other regulatory and judicial developments.   
For instance, there have been changes to CAT funding since the CAT NMS Plan was 
approved in 2016.  On September 6, 2023, the Commission approved a proposal that amended 
the method by which CAT fees would be calculated and implemented a funding model to 
allocate costs between Participants and Industry Members
11
 (the “Funding Model Order”).
12
  On 
July 25, 2025, however, the United States Court of Appeals for the Eleventh Circuit issued an 
opinion vacating the Funding Model Order and remanding the matter to the Commission for 
further proceedings consistent with its opinion.
13
  The Court stayed the effect of its judgment for 
sixty days from the issuance of its mandate.
14
  Moreover, while this case was pending, the 
                                                           
budget, prior to the issuance of this conditional exemptive relief, is projected to be approximately $196 
million due to further implementation of the 2024 Cost Savings Amendment and other optimizations. 
9
  See, e.g., Securities Exchange Act Release No. 98290 (Sept. 6, 2023), 88 FR 62628, 62641 (Sept. 12, 
2023). 
10
  See, e.g., 2024 Cost Savings Amendment, supra note 8.  
11
  “Industry Member” is defined in section 1.1 of the CAT NMS Plan as “a member of a national securities 
exchange or a member of a national securities association.” 
12
  See note 9 supra. 
13
  See Opinion, ASA v. Commission, No. 23-113396 (11th Cir. July 25, 2025). 
14
  Id.  On September 5, 2025, the Participants filed a new proposed amendment to the CAT NMS Plan to 
implement a revised funding model.  See Letter from Robert Walley, CAT NMS Plan Operating 
Committee Chair, to Vanessa Countryman, Secretary, Commission (Sept. 5, 2025), available at 
https://catnmsplan.com/sites/default/files/2025-09/09.05.25_Plan_Amendment-
2025_CAT_Funding_Model.pdf.  The Company then sought an extension of the Court’s stay for an 
additional 90 days to give the Commission, the Company, and the Participants additional time to address 
the Court’s ruling.  See Intervenor Consolidated Audit Trail, LLC’s Petition for Panel Rehearing, ASA v. 
Commission, No. 23-113396 (11th Cir. Sept. 8, 2025). 
 

4 
Chairman of the Commission instructed the staff to undertake a comprehensive review of the 
CAT that includes consideration of mechanisms to address CAT costs.
15
  The Participants have 
also recently proposed amendments to the CAT NMS Plan designed to further reduce CAT 
costs,
16
 and various Industry Members have submitted rule-making proposals.
17
 
It will take the Commission and its staff time to appropriately respond to these judicial 
and regulatory developments.  In the meantime, it is appropriate to take immediate steps where 
possible to attempt to contain the cost burden of the CAT, which may also reduce challenges 
associated with future funding models. 
The Commission has determined that the conditional exemptive relief granted herein is 
appropriate in the public interest and consistent with the protection of investors under section 
36(a)(1) of the Exchange Act,
18
 as well as consistent with the public interest, the protection of 
investors, the maintenance of fair and orderly markets and the removal of impediments to, and 
perfection of the mechanisms of, a national market system under Rule 608(e) of Regulation 
NMS,
19
 because it allows the Participants to expeditiously and meaningfully reduce CAT 
operational costs,
20
 while retaining its core regulatory functionality and thereby continuing to 
                                                           
15
  See Prepared Remarks Before SEC Speaks, Chairman Paul S. Atkins, May 19, 2025, available at 
https://www.sec.gov/newsroom/speeches-statements/atkins-prepared-remarks-sec-speaks-051925. 
16
  See, e.g., Securities Exchange Act Release No. 103288 (June 17, 2025), 90 FR 26637 (June 23, 2025) (the 
“CAIS Amendment”).   
17
  See, e.g., Letter from Joanna Mallers, Secretary, FIA Principal Traders Group (June 26, 2025), available at 
https://www.sec.gov/comments/4-853/4853-618547-1815754.pdf; Letter from James Toes, President and 
CEO, Security Traders Association (June 25, 2025), available at https://www.sec.gov/comments/4-
853/4853-616887-1809874.pdf; Letter from Joseph Corcoran, Managing Director and Associate General 
Counsel, and Gerald O’Hara, Vice President and Assistant General Counsel, Securities Industry and 
Financial Markets Association (June 6, 2025), available at https://www.sec.gov/comments/4-698/4698-
610487-1785814.pdf.  
18
  15 U.S.C. 78mm(a)(1). 
19
  17 CFR 242.608(e). 
20
  See Parts II.A.-D infra for further discussion of estimated cost savings. 
 

5 
advance the regulatory goals that Rule 613 and the CAT NMS Plan were intended to promote.  
In granting this relief, the Commission considered its own experience with the CAT, as well as 
communications with the Participants and Industry Members regarding potential cost savings 
measures,
21
 to identify areas that could provide immediate cost savings without having an undue 
impact on regulatory use of the CAT.   
The Commission emphasizes that this conditional exemptive relief constitutes an interim 
step while the staff continues its comprehensive review of the CAT, and while the Commission 
considers the proposed CAIS Amendment pending before it, which – if approved – would 
provide more expansive and permanent changes to the CAT.  The Commission remains willing 
to consider alternative solutions that achieve the regulatory goals of Rule 613 and the CAT NMS 
Plan in a more cost-effective manner.   
II. Discussion and Exemptive Relief 
There are four areas of conditional exemptive relief addressed by this Order: (A) 
requirements to create lifecycle linkages by T+1 at noon Eastern Time; (B) requirements for re-
processing of late records; (C) requirements to provide an online targeted query tool (“OTQT”); 
and (D) requirements related to data storage and retention. 
A. Requirements to Create Lifecycle Linkages by T+1 at Noon Eastern Time 
Appendix D, section 6.1 of the CAT NMS Plan states that “Noon Eastern Time T+1 
(transaction date + one day)” is the deadline for “[i]nitial data validation, lifecycle linkages and 
                                                           
21
  See, e.g., notes 16-17 supra; see also, e.g., Letter from John A. Zecca, Executive Vice President, Global 
Chief Legal, Risk & Regulatory Officer, Nasdaq, and J. Patrick Sexton, Executive Vice President, General 
Counsel & Corporate Secretary, Cboe (Apr. 24, 2025), available at https://www.sec.gov/comments/4-
698/4698-598775-1738922.pdf; Letter from Jaime Klima, General Counsel, New York Stock Exchange 
(Apr. 24, 2025), available at https://www.sec.gov/comments/4-698/4698-598195-1737842.pdf.  
 

6 
communication of errors to CAT Reporters.”
22
  The CAT NMS Plan further explains that the 
Plan Processor
23
 must “link and create the order lifecycle” using a “daisy chain approach,” in 
which “a series of unique order identifiers, assigned to all order events handled by CAT 
Reporters[,] are linked together by the Central Repository and assigned a single CAT-generated 
CAT-Order-ID that is associated with each individual order event and used to create the 
complete lifecycle of an order.”
24
  The Plan Processor provides the lifecycle linkages that are 
required on T+1 by assigning an interim CAT Order ID.
25
  A final CAT Order ID is then 
assigned when corrected and linked data is processed and made available to regulators on T+5 at 
8 a.m. Eastern Time.
26
   
On November 2, 2023, the Commission issued an order that granted exemptive relief 
from these requirements (the “November 2023 Order”), subject to certain conditions, including 
the condition that the Plan Processor maintain or improve the existing performance of 
functionality providing lifecycle linkages for all order events by T+1 at 9 p.m. Eastern Time, 
except an interim CAT Order ID was not required for Options Market Maker quotes in Listed 
                                                           
22
  See CAT NMS Plan, supra note 5, at Appendix D, section 6.1; see id. at section 1.1 (defining “CAT 
Reporter” as “each national securities exchange, national securities association and Industry Member that is 
required to record and report information to the Central Repository pursuant to SEC Rule 613(c)”). 
23
  “Plan Processor” is defined as “the Initial Plan Processor or any other Person selected by the Operating 
Committee pursuant to SEC Rule 613 and sections 4.3(b)(i) and 6.1, and with regard to the Initial Plan 
Processor, the Selection Plan, to perform the CAT processing functions required by SEC Rule 613 and set 
forth in [the CAT NMS Plan].”  See CAT NMS Plan, supra note 5, at section 1.1. 
24
  Id. at Appendix D, section 3. 
25
  The “CAT Order ID” is “a unique order identifier or series of unique order identifiers that allows the 
central repository to efficiently and accurately link all reportable events for an order, and all orders that 
result from the aggregation or disaggregation of such order.” See 17 CFR 242.613(j)(1); see also CAT 
NMS Plan, supra note 5, at section 1.1 (“‘CAT-Order-ID’ has the same meaning provided in SEC Rule 
613(j)(1).”).  See Securities Exchange Act Release No. 95234 (July 8, 2022), 87 FR 42247, 42250-51 (July 
14, 2022), for further discussion of the lifecycle linkage requirements of the CAT NMS Plan. 
26
  See CAT NMS Plan, supra note 5, at Appendix D, section 6.1. 
 

7 
Options (“OMM Quotes”).
27
  On December 12, 2024, the Commission subsequently approved 
the 2024 Cost Savings Amendment, which removed the requirement that OMM Quotes be 
subject to “any requirement to link and create an order lifecycle,” such that OMM Quotes need 
not “undergo any linkage validation, linkage feedback, or lifecycle enrichment processing, but 
will undergo ingestion validation.”
28
 
 To further reduce CAT costs, the Commission has now determined to grant conditional 
exemptive relief to allow the Participants to further relax requirements related to the provision of 
lifecycle linkages on T+1.  Specifically, the Commission grants conditional exemptive relief 
from the requirements in Appendix D, sections 3 and 6.1 of the CAT NMS Plan that lifecycle 
linkages be created by T+1 at noon Eastern Time, subject to the following conditions: 
• The Plan Processor must provide lifecycle linkages with a final CAT Order ID for all 
order events by T+5 at 8 a.m. Eastern Time, except that lifecycle linkages will not be 
required for OMM Quotes consistent with the provisions approved by the 2024 Cost 
Savings Amendment. 
• Upon requests made by authorized regulatory users from the Participants or the 
Commission, the Plan Processor shall create interim CAT Order IDs for a specified trade 
                                                           
27
  See Securities Exchange Act Release No. 98848 (Nov. 2, 2023), 88 FR 77128, 77130 (Nov. 8, 2023) 
(“November 2023 Order”).  An “Options Market Maker” is a “broker-dealer registered with an exchange 
for the purpose of making markets in options contracts on the exchange.” See CAT NMS Plan, supra note 
5, at section 1.1. Each Participant has also promulgated rules for its members that generally govern what 
constitutes a “market maker quote” and/or “market maker quotation” for that Participant. See, e.g., The 
Nasdaq Stock Market LLC Rules, Options 2, section 5, “Market Maker Quotations”; Cboe Exchange, Inc. 
Rule 5.52, “Market Maker Quotes”; NYSE Arca, Inc. Rule 6.37AP-O, “Market Maker Quotations.”  A 
“Listed Option” is “any option traded on a registered national securities exchange or automated facility of a 
national securities association.”  See 17 CFR 242.600(b)(52) of Regulation NMS; see also CAT NMS Plan, 
supra note 5, at section 1.1. (defining a “Listed Option” as having “the meaning set forth in Rule 600(b)(35) 
of Regulation NMS,” which provision has been redesignated as Rule 600(b)(52) without any changes to its 
terms). 
28
  See CAT NMS Plan, supra note 5, at Appendix D, section 3.4; see also 2024 Cost Savings Amendment, 
supra note 8, at 103034-38. 
 

8 
date or dates and thereby provide linked lifecycles to regulators before T+5 at 8 a.m. 
Eastern Time.
29
   
This conditional exemptive relief granted in this Order is intended to supersede the conditional 
exemptive relief set forth in the November 2023 Order with respect to lifecycle linkage 
timeframes.
30
   
Timely access to linked data was one of the regulatory goals of Rule 613 and the CAT 
NMS Plan.  Under the conditional exemptive relief granted herein, regulators will be able to 
access linked and corrected audit trail data by T+5 in the regular course, which should generally 
continue to be faster than was possible before the CAT existed.
31
  Moreover, regulators will be 
able to request linked data from the Plan Processor before T+5, as well as to access and analyze 
raw unprocessed data between T+2 at 8 a.m. Eastern Time and T+5 at 8 a.m. Eastern Time, 
which functionality should continue to enable regulatory users to effectively and expeditiously 
review data in the case of a major market event, albeit slightly slower than is currently possible.  
The conditional exemptive relief granted herein should therefore preserve the core regulatory 
benefits of Rule 613 and the CAT NMS Plan, while enabling the Participants to realize 
meaningful cost savings.
32
  The Commission determines that it therefore satisfies the standards 
                                                           
29
  While the Commission understands that the timing and cost of creating an interim CAT Order ID ad hoc 
may vary based on the number of trade dates and data volumes to be processed in the request, the 
Commission understands that interim CAT Order IDs can generally be created by T+2 at 9 p.m. Eastern 
Time if the request is received prior to T+2 at 4 a.m. Eastern Time, or within 14 hours of receiving the 
request if such request is received after T+2 at 4 a.m. Eastern Time.   
30
  See November 2023 Order, supra note 27, at 77130.  The conditional exemptive relief provided by the 
November 2023 Order continues to be in force for the other areas addressed therein, except as provided in 
Parts II.C-D. 
31
  See CAT NMS Plan Approval Order, supra note 5, at 84783 (noting that corrected and linked CAT Data 
would be accessible on T+5, compared to OATS Data, which was not available until T+8). 
32
  The Commission understands from its communications with the Participants that such measures could save 
approximately $2-3 million annually.   
 

9 
of section 36(a)(1) of the Exchange Act and Rule 608(e) of Regulation NMS. 
B. Requirements for Re-Processing of Late Records  
Appendix D, section 3 of the CAT NMS Plan requires that “[a]ll CAT Data reported to 
the Central Repository must be processed and assembled to create the complete lifecycle of each 
Reportable Event.”
33
  The CAT NMS Plan sets a deadline of T+3 at 8 a.m. Eastern Time for the 
“[r]esubmission of corrected data” and a deadline of T+5 at 8 a.m. Eastern Time for the Plan 
Processor to make “[c]orrected data available to Participant regulatory staff and the SEC.”
34
  For 
data corrections received after T+5, the CAT NMS Plan specifies that “Participants’ regulatory 
staff and the SEC must be notified and informed as to how re-processing will be completed.”
35
   
The November 2023 Order granted exemptive relief from these requirements, subject to 
the following conditions: 
• The Plan Processor was required to maintain its implementation of functionality that was 
approved by the Operating Committee on January 14, 2022 (the “Late to the Lifecycle 
process”) and on September 20, 2022 (the “Targeted Replay process”) (collectively, the 
“Enhanced Late to the Lifecycle process”).  Prior to the implementation of this 
functionality, in the limited circumstances in which there was a missing link between two 
disjoined segments of an order lifecycle, new or corrected data would join only one of the 
pre-existing segments and would be assigned to only one of the relevant lifecycle CAT 
Order IDs for the disjoined segment and evaluated for further re-processing.  Under the 
                                                           
33
  “CAT Data” is defined as “data derived from Participant Data, Industry Member Data, SIP Data, and such 
other data as the Operating Committee may designate as ‘CAT Data’ from time to time.”  See CAT NMS 
Plan, supra note 5, at section 1.1. 
34
  See CAT NMS Plan, supra note 5, at Appendix D, section 6.1. 
35
  See id. at Appendix D, section 6.2. 
 

10 
Enhanced Late to the Lifecycle process, all late records (i.e., records received after 
T+5)
36
 include the date of the correction and, if applicable, the record identifier of the 
record being corrected as part of normal re-processing.  In addition, the late record 
became associated with all relevant lifecycles as part of normal re-processing, such that 
order event lifecycles may be associated with more than one CAT Order ID.   
• The Participants were required to approve a change order to adopt: 
o Functionality to create a lifecycle mapping which indicates all lifecycle 
associations made during the Enhanced Late to the Lifecycle process; 
o Functionality to present to regulatory users post-T+5 data in a manner 
substantially similar to how such data would have been represented if it had been 
reported prior to T+5, including by replicating and replaying records with 
enrichments impacted by post-T+5 submissions, creating updated enrichments, 
and persisting the replicated records within the underlying data (the “Full Replay 
process”); and  
o Functionality to enhance the OTQT, including the ability to include or exclude 
any records that were created or replaced as a result of the Full Replay process. 
• The Plan Processor was required to schedule the Enhanced Late to the Lifecycle process 
and the Full Replay process to run weekly, such that late reported data received through 
Friday of the prior week are available for regulatory users on the following business day 
at 8 a.m. Eastern Time, absent extraordinary circumstances, for data within the prior 18 
                                                           
36
  For the purposes of the November 2023 Order and this Order, references to data received after T+5, or to 
post-T+5 data, submissions, or reports, are to data received after T+4 at 8 a.m. Eastern Time.  See 
November 2023 Order, supra note 27, at 77130. 
 

11 
months.  For data outside of this 18-month window, the Participants were required to 
schedule the Enhanced Late to the Lifecycle process and the Full Replay process to run 
no less frequently than quarterly.
37
   
However, the Commission now understands from communications with the Participants that 
these relaxed requirements were extremely costly to implement even for a relatively limited 
amount of CAT Data.   
Accordingly, the Commission has now determined to grant conditional exemptive relief 
to allow the Participants to further reduce requirements related to the re-processing of late 
records.  Specifically, the Commission grants conditional exemptive relief from the re-
processing requirements for late records in Appendix D, sections 3, 6.1, and 6.2 of the CAT 
NMS Plan, subject to the following conditions: 
• The Plan Processor must maintain its implementation of the above-described Enhanced 
Late to the Lifecycle process for late records from trade dates within the prior 3 years.  
For data outside of this 3-year window, no re-processing is required.   
• For all late records, the Plan Processor must run the above-described Enhanced Late to 
the Lifecycle process no less frequently than quarterly.   
• The Plan Processor must maintain the above-described functionality that creates a 
lifecycle mapping which indicates all lifecycle associations made during the Enhanced 
Late to the Lifecycle process. 
• Upon requests made by authorized regulatory users from the Participants or the 
Commission, the Plan Processor must perform the Full Replay process on specified data, 
such that late records received through Friday of the prior week are available for 
                                                           
37
  See November 2023 Order, supra note 27, at 77130-31. 

12 
regulatory users on the following business day at 8 a.m. Eastern Time, absent 
extraordinary circumstances.
38
 
• For late records received after T+5 at 8 a.m. Eastern Time, the Plan Processor must 
continue to notify regulatory users how re-processing will be completed. 
This conditional exemptive relief granted in this Order is intended to supersede the conditional 
exemptive relief set forth in the November 2023 Order with respect to re-processing of data 
received after T+5.
39
     
Even though the conditional exemptive relief granted herein will allow the Participants to 
relax existing requirements related to the processing of order event lifecycles that include late 
records, the Commission believes that the core lifecycle linkage functionality envisioned by Rule 
613 and the CAT NMS Plan will be preserved.
40
  The Commission understands from 
communications with the Participants that most order event lifecycles would be unaffected by 
the conditional exemptive relief granted herein – the vast majority of order event lifecycles are 
currently completed on time, and the vast majority of late-reported data does not impact lifecycle 
                                                           
38
  The Commission expects that the timing and cost of performing the Full Replay process would likely vary 
based on the number of trade dates and data volumes to be processed in the request, as well as on the 
availability of compute resources.  Although the Commission does not expect regulatory users to utilize the 
Full Replay process frequently, it may be appropriate for the Participants to budget for its potential use.   
39
  See November 2023 Order, supra note 27, at 77130-31.  The conditional exemptive relief provided by the 
November 2023 Order continues to be in force for the other areas addressed therein, except as provided in 
Parts II.A and II.C. 
40
  See, e.g., Securities Exchange Act Release No. 77724 (Apr. 27, 2016), 81 FR 30614, 30693 (May 17, 
2016) (“Currently regulators can spend days and up to months processing data they receive into a useful 
format.  Part of this delay is due to the need to combine data across sources that could have non-uniform 
formats and to link data about the same event both within and across data sources. . . . [T]he Commission 
preliminarily believes that the Plan would reduce or eliminate the delays associated with merging and 
linking order events within the same lifecycle.” (footnote omitted)); see also id. at 30670 (“Regardless of 
whether order lifecycle reports are reflected in the same or different data sources, the process of linking 
lifecycle events is complex and can create inaccuracies. . . . The inability to link all records affects the 
accuracy of the resulting data and can force an inefficient manual linkage process that would delay the 
completion of the data collection and analysis portion of the examination, investigation, or 
reconstruction.”). 

13 
linkages.  For the less than 1% of late-reported data that does require additional re-processing to 
construct an order event lifecycle, requiring the Participants to run the Enhanced Late to the 
Lifecycle process quarterly for trade dates within the prior 3 years should still provide regulatory 
users with the ability to quickly and reliably identify and link all relevant lifecycles associated 
with the late-reported data that is most frequently needed and accessed by regulatory users.  
Although this approach requires some manual intervention by regulatory users, the Commission 
believes this is a reasonable trade-off for the millions of dollars of cost savings the Commission 
expects will likely flow from significantly reducing the usage of the Full Replay process and any 
additional costs savings that may be realized from requiring the Plan Processor to perform the 
Enhanced Late to the Lifecycle process quarterly instead of weekly.
41
  Moreover, under the 
conditional exemptive relief granted herein, regulatory users will be able to request that the Plan 
Processor perform the Full Replay process on specified data, which should continue to enable 
regulatory users to react to major market events in an effective and expeditious way.   
The Commission therefore determines that the conditional exemptive relief granted 
herein satisfies the standards of section 36(a)(1) of the Exchange Act and Rule 608(e) of 
Regulation NMS. 
C. Requirement to Provide an OTQT 
Section 6.10(c)(i) of the CAT NMS Plan requires the Plan Processor to provide the 
Participants and the Commission with access to processed CAT Data through different methods, 
including an OTQT and user-defined direct queries and bulk extracts.
42
  Specifically, the CAT 
                                                           
41
  The Commission estimates, based on its communications with the Participants, that such measures could 
save approximately $4.5-6 million annually.   
42
  The OTQT functionality implemented by the Plan Processor is implemented through various tools, which 
are referred to as “DIVER,” “MIRS,” “OLA Viewer,” and “ARLE.”  The user-defined query tool is 
referred to as “BDSQL,” and the bulk extract tool as “Direct Read.”   
 

14 
NMS Plan specifies that the OTQT “will provide authorized users with the ability to retrieve 
CAT Data via an online query screen that includes the ability to choose from a variety of pre-
defined selection criteria.”
43
  Section 8.1, including sections 8.1.1-8.1.3, of Appendix D of the 
CAT NMS Plan sets forth certain performance requirements for the OTQT, subject to certain 
conditional exemptive relief granted by the Commission in the November 2023 Order.
44
   
To allow for cost savings, the Commission has now determined to grant conditional 
exemptive relief from the requirements for DIVER, ARLE, OLA Viewer, and MIRS volume 
concentration and market replay tools.  Specifically, for these tools, the Commission grants 
conditional exemptive relief from the above-described provisions in the CAT NMS Plan 
directing the Participants to maintain an OTQT and setting forth performance requirements for 
the OTQT, subject to the following conditions: 
• To ensure that the remaining CAT query tools continue to perform at the same level in 
the absence of certain OTQT functionality, the Plan Processor must maintain currently-
existing performance requirements, controls, monitoring, logging, and reporting for the 
user-defined direct queries (BDSQL) and bulk extract (Direct Read) tools, as well as for 
the MIRS reporting statistics tools that provide regulatory users with access to 
compliance information. 
• To enable Participants and the Commission sufficient time to adjust their regulatory 
programs to use any necessary replacement tools, OTQT functionality may not be 
eliminated earlier than 2 months after the publication of this Order in the Federal 
Register. 
                                                           
43
  See CAT NMS Plan, supra note 5, at section 6.10(c)(i)(A).   
44
  See November 2023 Order, supra note 27, at 77130, 77132-34. 

15 
This conditional exemptive relief granted in this Order is intended to supersede the conditional 
exemptive relief set forth in the November 2023 Order with respect to OTQT performance 
requirements.
45
     
The Commission understands, based on communications with the Participants, that 
elimination of the OTQT will generate meaningful cost savings,
46
 and the Commission does not 
believe that elimination of the OTQT functionality would unduly impact regulators’ oversight of 
the markets.  The elimination of OTQT functionality would not in any way impact the 
underlying CAT Data that is made available for regulators.  Although the Commission has 
previously observed that certain OTQT functionality may enable “regulatory users with less 
expertise in sophisticated programming skills to access CAT Data,” insofar as BDSQL and 
Direct Read “require programming skills in remote data processing and/or knowledge of 
structured query programming language,”
47
 the Commission understands from its 
communications with the Participants that their regulatory groups would be able to conduct their 
regulatory programs using only BDSQL and Direct Read or otherwise could adjust by creating 
their own internal tools to replicate the same targeted queries they would otherwise run on 
DIVER.  The Commission likewise believes that its own regulatory program would not be 
impaired by the loss of certain OTQT functionality.  Staff already have the necessary skill sets to 
use the BDSQL and Direct Read tools, which will be maintained by the Plan Processor, and the 
Commission has already developed internal tools that replicate functionality supplied by the 
DIVER, ARLE, OLA Viewer, and MIRS volume concentration and market replay tools that may 
                                                           
45
  See id.  The conditional exemptive relief provided by the November 2023 Order continues to be in force for 
the other areas addressed therein, except as provided in Parts II.A-B. 
46
  The Commission understands from its communications with the Participants that such measures could save 
approximately $2.35-2.85 million annually.    
47
  See 2024 Cost Savings Amendment, supra note 8, at 103036. 

16 
not be available if the Participants utilize this exemptive relief.  The Commission therefore 
determines that the conditional exemptive relief described above satisfies the standard of section 
36(a)(1) of the Exchange Act and Rule 608(e) of Regulation NMS. 
D. Requirements Related to Data Storage and Retention 
Several data storage and retention requirements govern the Participants’ storage of data 
and/or data stored within the CAT.  First, the Participants are subject to the storage requirements 
of Rule 17a-1, which states, among other things, that “[e]very national securities exchange [and] 
national securities association . . . shall keep and preserve at least one copy of all documents, 
including all correspondence, memoranda, papers, books, notices, accounts, and other such 
records as shall be made or received by it in the course of its business as such and in the conduct 
of its self-regulatory activity,” and that “[e]very national securities exchange [and] national 
securities association . . . shall keep such documents for a period of not less than five years, the 
first two years in an easily accessible place, subject to the destruction and disposition provisions 
of Rule 17a-6.”
48
   
Second, Rule 613(e)(8) states that the CAT NMS Plan must require the Central 
Repository to “retain the information collected pursuant to paragraph (c)(7) and (e)(7) . . . in a 
convenient and usable standard electronic data format that is directly available and searchable 
electronically without any manual intervention for a period of not less than five years.”
49
   
The CAT NMS Plan itself imposes several storage requirements with respect to CAT 
Data, including requirements in section 6.5(b) that the Central Repository retain “the information 
collected pursuant to paragraphs (c)(7) and (e)(7) of SEC Rule 613 in a convenient and usable 
                                                           
48
  See 17 CFR 240.17a-1. 
49
  See 17 CFR 242.613(e)(8).   
 

17 
standard electronic data format that is directly available and searchable electronically without 
any manual intervention by the Plan Processor for a period of not less than six (6) years.”
50
  
Additionally, pursuant to section 1.4 of Appendix D of the CAT NMS Plan, “[t]he Plan 
Processor must develop a formal record retention policy and program for the CAT, to be 
approved by the Operating Committee, which will, at a minimum . . . [m]ake data directly 
available and searchable electronically without manual intervention for at least six years . . . .”  
Section 6.3 of Appendix D of the CAT NMS Plan provides an exception to these requirements 
for several kinds of data, including “Interim Operational Data older than 15 days,”
51
 which may 
be retained in an archive storage tier, meaning such data is not directly available and searchable 
without manual intervention.
52
 
The Commission understands from communications with the Participants that storage 
costs represent approximately 40% of monthly cloud services fees, as the CAT continues to 
accrue volume toward its six-year storage requirement and as data volumes continue to increase.  
Moreover, it appears to the Commission that the storage needs for the CAT far exceed what was 
envisioned when the CAT was first established.  For example, the CAT NMS Plan approved by 
the Commission stated that it “is expected that the Central Repository will grow to more than 29 
                                                           
50
  See CAT NMS Plan, supra note 5, at section 6.5(d).  Section 6.1(d)(i) of the CAT NMS Plan also requires 
the Plan Processor to comply with the recordkeeping requirements of Rule 613(e)(8).   
51
  “Interim Operational Data” is defined as “all processed, validated and unlinked data made available to 
regulators by T+1 at 12:00 p.m. ET and all iterations of processed data made available to regulators 
between T+1 and T+5, but excludes the final version of corrected data that is made available at T+5 at 8:00 
a.m. ET,” and “[f]or the avoidance of doubt, ‘Interim Operational Data’ does not include processed data 
relating to Options Market Maker quotes in Listed Options made available to regulators by T+1 at 12:00 
p.m. ET.”  See CAT NMS Plan, supra note 5, at Appendix D, section 6.3; see also Part II.A supra, for a 
discussion of conditional exemptive relief that would affect the definition of this data. 
52
  The CAT NMS Plan states that the Plan Processor will restore archived data to an accessible storage tier 
upon request to the CAT Help Desk by an authorized regulatory user from the Participants or a senior 
officer from the SEC.  See CAT NMS Plan, supra note 5, Appendix D, section 6.3. 
 

18 
petabytes of raw, uncompressed data,”
53
 but the Commission understands that the Plan Processor 
currently projects that cumulative storage will exceed 1 exabyte (or 1,000 petabytes) in 2025 – 
more than 37 times this original estimate.  Given their significant contribution to increasing CAT 
costs, the Commission has determined to grant conditional exemptive relief to allow the 
Participants to immediately reduce the usage of storage and retention of CAT Data.   
Specifically, the Commission grants conditional exemptive relief from the above-
described requirements of Rule 17a-1,
54
 Rule 613(e)(8), sections 6.1(d)(i) and 6.5(b) of the CAT 
NMS Plan, and sections 1.4 and 6.3 of Appendix D of the CAT NMS Plan, to the extent 
necessary to allow the Participants to:  
• Delete all CAT Data older than five years. 
• Move CAT Data older than three years to a more cost-effective storage tier (i.e., a tier 
requiring some “manual intervention” to retrieve data), subject to the condition that the 
Plan Processor will restore archived CAT data which is older than three years old to an 
accessible storage tier upon request to the CAT Help Desk by an authorized regulatory 
user from the Participants or from the SEC.
55
 
                                                           
53
  See CAT NMS Plan Approval Order, supra note 5, at 85023. 
54
  Because the CAT is a facility of the Participants, it is subject to the record-keeping provisions of Rule 17a-
1.  See, e.g., id. at 84736.  The Participants require exemptive relief from Rule 17a-1 to delete OMM 
Quotes data after one year from the CAT System and to delete Interim Operational Data older than 15 days.  
Conditions enabling the Participants to delete all CAT Data older than five years and/or to move CAT Data 
older than three years to a more cost-effective storage tier are already consistent with or more generous 
than Rule 17a-1, although they are more lenient than the requirements otherwise contained in Rule 613 
and/or the CAT NMS Plan. 
55
  The Commission understands from communications with the Participants that CAT Data is currently stored 
in four storage tiers: S3 Frequent Access, S3 Infrequent Access, S3 Instant Archive Access, and S3 Glacier 
Deep Archive.  Data files that are either new or that have recently been read by regulatory users are stored 
in S3 Frequent Access.  If a file is not read by a regulatory user for 30 days, then it moves to S3 Infrequent 
Access.  Similarly, if a file is not read by a regulatory user for 90 days, then it moves to S3 Archive Instant 
Access.  Finally, the CAT NMS Plan permits certain kinds of data, including Interim Operational Data 
older than 15 days, to be moved to S3 Glacier Deep Archive.  See, e.g., CAT NMS Plan, supra note 5, at 
 

19 
• Delete OMM Quotes data after one year from the CAT System. 
• Delete Interim Operational Data older than 15 days.    
The Commission does not believe the reduced data storage and shorter data retention periods 
permitted by the conditional exemptive relief granted herein would unduly impact regulators’ 
ability to oversee the markets.  In addition, permitting the Plan Processor to delete all CAT Data 
older than five years from the CAT System is consistent with the data storage and retention 
requirements otherwise applicable to the Participants as national securities exchanges and 
national securities associations.
56
   
Allowing the movement of CAT Data older than three years to a more cost-effective 
storage tier, subject to the condition identified above, would allow the Participants to use lower-
cost archive storage options while simultaneously maintaining records for regulatory use as 
needed.  The first three years of CAT Data, which the Commission believes will be more 
frequently accessed and needed by regulatory users based on its experience in using the CAT and 
CAT Data, will still be maintained in a convenient and usable standard electronic data format 
that is directly available and searchable electronically without any manual intervention by the 
Plan Processor.
57
  Although the Commission has stated that OMM Quotes data has substantial 
regulatory value,
58
 based on Commission experience in using the CAT and CAT Data, the 
Commission expects that regulators are less likely to access OMM Quotes data after a period of 
                                                           
Appendix D, section 6.3.  The conditional exemptive relief granted herein would likewise permit the 
Participants to move all CAT Data older than three years to a storage tier like S3 Glacier Deep Archive.   
56
  See 17 CFR 240.17a-1; 17 CFR 242.613(e)(8).  See also, e.g., CAT NMS Plan Approval Order, supra note 
5, at 84758 (stating that the CAT is a facility of each of the Participants). 
57
  This framework exceeds the applicable requirements set forth in Rule 17a-1, which requires that records be 
kept for “the first two years in an easily accessible place.”  See 17 CFR 240.17a-1. 
58
  See, e.g., 2024 Cost Savings Amendment, supra note 8, at 103037. 
 

20 
one year and thus the costs of maintaining older OMM Quotes data in the CAT are not 
sufficiently justified by its regulatory benefits.
59
  Permitting the Participants to delete all OMM 
Quotes data after one year will significantly reduce the CAT’s storage requirements, which 
should result in significant cost savings.  To the extent older data is required, the Commission 
could request access to or analysis of OMM Quotes data directly from options exchanges, 
because Rule 17a-1 requires them to maintain OMM Quotes data for five years.
60
  Finally, 
deleting Interim Operational Data older than 15 days will likely have little effect, as the 
Commission understands from communications with the Participants that it has not been used 
after nearly five years of CAT operation.   
The Commission therefore determines that it satisfies the standards of section 36(a)(1) of 
the Exchange Act and Rule 608(e) of Regulation NMS to grant this conditional exemptive relief, 
which will not unduly impede the intended regulatory benefits of Rule 17a-1, Rule 613, and/or 
the CAT NMS Plan, while enabling the Participants to realize meaningful cost savings.
61
  
III. Conclusion 
 Accordingly, IT IS HEREBY ORDERED, pursuant to section 36(a)(1) of the Exchange 
Act
62
 and Rule 608(e) under Regulation NMS,
63
 that the above-described conditional exemptive 
relief be granted. 
By the Commission. 
                                                           
59
  According to information provided by the Participants in 2024, OMM Quotes data is the single largest data 
source for the CAT, comprising approximately 98% of all options data and approximately 75% of all 
transaction volume stored in the CAT.  Id. 
60
  17 CFR 240.17a-1. 
61
  The Commission understands from its communications with the Participants that such measures could save 
approximately $11-15 million annually.   
62
  15 U.S.C. 78mm(a)(1). 
63
  17 CFR 242.608(e). 

21 
 
 
 
Sherry R. Haywood, 
Assistant Secretary. 
 

1 

SECURITIES AND EXCHANGE COMMISSION 

[Release No. 34-104144]                              

Order Granting Conditional Exemptive Relief, Pursuant to Section 36(a)(1) of the 

Securities Exchange Act of 1934 (“Exchange Act”) and Rule 608(e) of Regulation NMS 

Thereunder, from Certain Requirements of the National Market System Plan Governing 

the Consolidated Audit Trail, Rule 613 of Regulation NMS, and Rule 17a-1 under the 

Exchange Act 

September 30, 2025. 

I. Introduction 

The Securities and Exchange Commission (the “Commission” or the “SEC”) has 

determined to grant the Participants conditional exemptive relief from certain requirements of the 

national market system plan governing the consolidated audit trail (the “CAT NMS Plan”), Rule 

613 of Regulation NMS, and Rule 17a-1 under the Exchange Act in order to reduce the operating 

costs of the consolidated audit trail (the “CAT”).1  These requirements, and the conditional 

exemptive relief granted, are described in more detail below.   

On July 18, 2012, the Commission adopted Rule 613 of Regulation NMS, which required 

national securities exchanges and national securities associations (the “Participants”)2 to jointly 

                                                           
1  17 CFR 240.17a-1. 

2  The Participants include 24X National Exchange, BOX Exchange LLC, Cboe BYX Exchange, Inc., Cboe 

BZX Exchange, Inc., Cboe C2 Exchange, Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc., 

Cboe Exchange, Inc., Financial Industry Regulatory Authority, Inc., Investors Exchange LLC, Long-Term 

Stock Exchange, Inc., MEMX LLC, Miami International Securities Exchange LLC, MIAX Emerald, LLC, 

MIAX PEARL, LLC, MIAX Sapphire, LLC, Nasdaq BX, Inc., Nasdaq GEMX, LLC, Nasdaq ISE, LLC, 

Nasdaq MRX, LLC, Nasdaq PHLX LLC, The NASDAQ Stock Market LLC, New York Stock Exchange 

LLC, NYSE American LLC, NYSE Arca, Inc., NYSE National, Inc., and NYSE Texas, Inc. 

 



2 

develop and submit to the Commission the CAT NMS Plan.3  The goal of Rule 613 was to create 

a modernized audit trail system that would provide regulators with timely access to a 

comprehensive set of trading data, thus enabling regulators to more efficiently and effectively 

analyze and reconstruct market events, monitor market behavior, conduct market analysis to 

support regulatory decisions, and perform surveillance, investigation, and enforcement 

activities.4  On November 15, 2016, the Commission approved the national market system plan 

required by Rule 613 – the CAT NMS Plan.5 

In the CAT NMS Plan Approval Order issued in 2016, the Commission estimated that the 

ongoing annual costs associated with maintaining and operating the Central Repository6 would 

be approximately $55.8 million.7  But CAT operating costs have far exceeded these estimates8 

                                                           
3  See Securities Exchange Act Release No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012) (“Rule 613 

Adopting Release”); 17 CFR 242.613. 

4  See id. at 45730-33. 

5  Securities Exchange Act Release No. 79318 (Nov. 15, 2016), 81 FR 84696, (Nov. 23, 2016) (“CAT NMS 

Plan Approval Order”).  The CAT NMS Plan is Exhibit A to the CAT NMS Plan Approval Order.  See 

CAT NMS Plan Approval Order, at 84943-85034.  The CAT NMS Plan functions as the limited liability 

company agreement of the jointly owned limited liability company formed under Delaware State law 

through which the Participants conduct the activities of the CAT.  Each Participant is a member of the 

company and jointly owns the company on an equal basis.  The Participants submitted to the Commission a 

proposed amendment to the CAT NMS Plan on Aug. 29, 2019, which they designated as effective on filing.  

Under the amendment, the limited liability company agreement of a new limited liability company named 

Consolidated Audit Trail, LLC (the “Company”) serves as the CAT NMS Plan, replacing in its entirety the 

CAT NMS Plan.  See Securities Exchange Act Release No. 87149 (Sept. 27, 2019), 84 FR 52905 (Oct. 3, 

2019).   

6  “Central Repository” means “the repository responsible for the receipt, consolidation, and retention of all 

information reported to the CAT pursuant to SEC Rule 613 and [the CAT NMS Plan].”  See CAT NMS 

Plan, supra note 5, at section 1.1. 

7  See, e.g., CAT NMS Plan Approval Order, supra note 5, at 84918-20. 

8  The CAT budget initially approved by the Participants for 2025 exceeded $248 million.  See 

https://catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-

Budget.pdf.  In May 2025, the Participants revised the CAT budget to approximately $228 million to 

account for cost savings realized through the implementation of the cost savings measures approved by the 

Commission in 2024 (the “2024 Cost Savings Amendment”) and other optimizations.  See 

https://catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-

Budget.pdf; see also Securities Exchange Act Release No. 101901 (Dec. 12, 2024), 89 FR 103033 (Dec. 

18, 2024).  The Commission now understands, through communications with the Participants, that the CAT 

 

https://catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-Budget.pdf
https://catnmsplan.com/sites/default/files/2024-11/11.20.24-CAT-LLC-2025-Financial_and_Operating-Budget.pdf
https://catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf
https://catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf


3 

due largely to increases in trading activity, which impacts various CAT cost drivers like storage, 

data processing, and message traffic.9  These increases have led both the Commission and the 

Participants to take steps to manage and contain CAT costs in the past.10  The conditional 

exemptive relief granted herein further responds to these increases in CAT costs, as well as to 

other regulatory and judicial developments.   

For instance, there have been changes to CAT funding since the CAT NMS Plan was 

approved in 2016.  On September 6, 2023, the Commission approved a proposal that amended 

the method by which CAT fees would be calculated and implemented a funding model to 

allocate costs between Participants and Industry Members11 (the “Funding Model Order”).12  On 

July 25, 2025, however, the United States Court of Appeals for the Eleventh Circuit issued an 

opinion vacating the Funding Model Order and remanding the matter to the Commission for 

further proceedings consistent with its opinion.13  The Court stayed the effect of its judgment for 

sixty days from the issuance of its mandate.14  Moreover, while this case was pending, the 

                                                           
budget, prior to the issuance of this conditional exemptive relief, is projected to be approximately $196 

million due to further implementation of the 2024 Cost Savings Amendment and other optimizations. 

9  See, e.g., Securities Exchange Act Release No. 98290 (Sept. 6, 2023), 88 FR 62628, 62641 (Sept. 12, 

2023). 

10  See, e.g., 2024 Cost Savings Amendment, supra note 8.  

11  “Industry Member” is defined in section 1.1 of the CAT NMS Plan as “a member of a national securities 

exchange or a member of a national securities association.” 

12  See note 9 supra. 

13  See Opinion, ASA v. Commission, No. 23-113396 (11th Cir. July 25, 2025). 

14  Id.  On September 5, 2025, the Participants filed a new proposed amendment to the CAT NMS Plan to 

implement a revised funding model.  See Letter from Robert Walley, CAT NMS Plan Operating 

Committee Chair, to Vanessa Countryman, Secretary, Commission (Sept. 5, 2025), available at 

https://catnmsplan.com/sites/default/files/2025-09/09.05.25_Plan_Amendment-

2025_CAT_Funding_Model.pdf.  The Company then sought an extension of the Court’s stay for an 

additional 90 days to give the Commission, the Company, and the Participants additional time to address 

the Court’s ruling.  See Intervenor Consolidated Audit Trail, LLC’s Petition for Panel Rehearing, ASA v. 

Commission, No. 23-113396 (11th Cir. Sept. 8, 2025). 

 

https://catnmsplan.com/sites/default/files/2025-09/09.05.25_Plan_Amendment-2025_CAT_Funding_Model.pdf
https://catnmsplan.com/sites/default/files/2025-09/09.05.25_Plan_Amendment-2025_CAT_Funding_Model.pdf


4 

Chairman of the Commission instructed the staff to undertake a comprehensive review of the 

CAT that includes consideration of mechanisms to address CAT costs.15  The Participants have 

also recently proposed amendments to the CAT NMS Plan designed to further reduce CAT 

costs,16 and various Industry Members have submitted rule-making proposals.17 

It will take the Commission and its staff time to appropriately respond to these judicial 

and regulatory developments.  In the meantime, it is appropriate to take immediate steps where 

possible to attempt to contain the cost burden of the CAT, which may also reduce challenges 

associated with future funding models. 

The Commission has determined that the conditional exemptive relief granted herein is 

appropriate in the public interest and consistent with the protection of investors under section 

36(a)(1) of the Exchange Act,18 as well as consistent with the public interest, the protection of 

investors, the maintenance of fair and orderly markets and the removal of impediments to, and 

perfection of the mechanisms of, a national market system under Rule 608(e) of Regulation 

NMS,19 because it allows the Participants to expeditiously and meaningfully reduce CAT 

operational costs,20 while retaining its core regulatory functionality and thereby continuing to 

                                                           
15  See Prepared Remarks Before SEC Speaks, Chairman Paul S. Atkins, May 19, 2025, available at 

https://www.sec.gov/newsroom/speeches-statements/atkins-prepared-remarks-sec-speaks-051925. 

16  See, e.g., Securities Exchange Act Release No. 103288 (June 17, 2025), 90 FR 26637 (June 23, 2025) (the 

“CAIS Amendment”).   

17  See, e.g., Letter from Joanna Mallers, Secretary, FIA Principal Traders Group (June 26, 2025), available at 

https://www.sec.gov/comments/4-853/4853-618547-1815754.pdf; Letter from James Toes, President and 

CEO, Security Traders Association (June 25, 2025), available at https://www.sec.gov/comments/4-

853/4853-616887-1809874.pdf; Letter from Joseph Corcoran, Managing Director and Associate General 

Counsel, and Gerald O’Hara, Vice President and Assistant General Counsel, Securities Industry and 

Financial Markets Association (June 6, 2025), available at https://www.sec.gov/comments/4-698/4698-

610487-1785814.pdf.  

18  15 U.S.C. 78mm(a)(1). 

19  17 CFR 242.608(e). 

20  See Parts II.A.-D infra for further discussion of estimated cost savings. 

 

https://www.sec.gov/newsroom/speeches-statements/atkins-prepared-remarks-sec-speaks-051925
https://www.sec.gov/comments/4-853/4853-618547-1815754.pdf
https://www.sec.gov/comments/4-853/4853-616887-1809874.pdf
https://www.sec.gov/comments/4-853/4853-616887-1809874.pdf
https://www.sec.gov/comments/4-698/4698-610487-1785814.pdf
https://www.sec.gov/comments/4-698/4698-610487-1785814.pdf


5 

advance the regulatory goals that Rule 613 and the CAT NMS Plan were intended to promote.  

In granting this relief, the Commission considered its own experience with the CAT, as well as 

communications with the Participants and Industry Members regarding potential cost savings 

measures,21 to identify areas that could provide immediate cost savings without having an undue 

impact on regulatory use of the CAT.   

The Commission emphasizes that this conditional exemptive relief constitutes an interim 

step while the staff continues its comprehensive review of the CAT, and while the Commission 

considers the proposed CAIS Amendment pending before it, which – if approved – would 

provide more expansive and permanent changes to the CAT.  The Commission remains willing 

to consider alternative solutions that achieve the regulatory goals of Rule 613 and the CAT NMS 

Plan in a more cost-effective manner.   

II. Discussion and Exemptive Relief 

There are four areas of conditional exemptive relief addressed by this Order: (A) 

requirements to create lifecycle linkages by T+1 at noon Eastern Time; (B) requirements for re-

processing of late records; (C) requirements to provide an online targeted query tool (“OTQT”); 

and (D) requirements related to data storage and retention. 

A. Requirements to Create Lifecycle Linkages by T+1 at Noon Eastern Time 

Appendix D, section 6.1 of the CAT NMS Plan states that “Noon Eastern Time T+1 

(transaction date + one day)” is the deadline for “[i]nitial data validation, lifecycle linkages and 

                                                           
21  See, e.g., notes 16-17 supra; see also, e.g., Letter from John A. Zecca, Executive Vice President, Global 

Chief Legal, Risk & Regulatory Officer, Nasdaq, and J. Patrick Sexton, Executive Vice President, General 

Counsel & Corporate Secretary, Cboe (Apr. 24, 2025), available at https://www.sec.gov/comments/4-

698/4698-598775-1738922.pdf; Letter from Jaime Klima, General Counsel, New York Stock Exchange 

(Apr. 24, 2025), available at https://www.sec.gov/comments/4-698/4698-598195-1737842.pdf.  

 

https://www.sec.gov/comments/4-698/4698-598775-1738922.pdf
https://www.sec.gov/comments/4-698/4698-598775-1738922.pdf
https://www.sec.gov/comments/4-698/4698-598195-1737842.pdf


6 

communication of errors to CAT Reporters.”22  The CAT NMS Plan further explains that the 

Plan Processor23 must “link and create the order lifecycle” using a “daisy chain approach,” in 

which “a series of unique order identifiers, assigned to all order events handled by CAT 

Reporters[,] are linked together by the Central Repository and assigned a single CAT-generated 

CAT-Order-ID that is associated with each individual order event and used to create the 

complete lifecycle of an order.”24  The Plan Processor provides the lifecycle linkages that are 

required on T+1 by assigning an interim CAT Order ID.25  A final CAT Order ID is then 

assigned when corrected and linked data is processed and made available to regulators on T+5 at 

8 a.m. Eastern Time.26   

On November 2, 2023, the Commission issued an order that granted exemptive relief 

from these requirements (the “November 2023 Order”), subject to certain conditions, including 

the condition that the Plan Processor maintain or improve the existing performance of 

functionality providing lifecycle linkages for all order events by T+1 at 9 p.m. Eastern Time, 

except an interim CAT Order ID was not required for Options Market Maker quotes in Listed 

                                                           
22  See CAT NMS Plan, supra note 5, at Appendix D, section 6.1; see id. at section 1.1 (defining “CAT 

Reporter” as “each national securities exchange, national securities association and Industry Member that is 

required to record and report information to the Central Repository pursuant to SEC Rule 613(c)”). 

23  “Plan Processor” is defined as “the Initial Plan Processor or any other Person selected by the Operating 

Committee pursuant to SEC Rule 613 and sections 4.3(b)(i) and 6.1, and with regard to the Initial Plan 

Processor, the Selection Plan, to perform the CAT processing functions required by SEC Rule 613 and set 

forth in [the CAT NMS Plan].”  See CAT NMS Plan, supra note 5, at section 1.1. 

24  Id. at Appendix D, section 3. 

25  The “CAT Order ID” is “a unique order identifier or series of unique order identifiers that allows the 

central repository to efficiently and accurately link all reportable events for an order, and all orders that 

result from the aggregation or disaggregation of such order.” See 17 CFR 242.613(j)(1); see also CAT 

NMS Plan, supra note 5, at section 1.1 (“‘CAT-Order-ID’ has the same meaning provided in SEC Rule 

613(j)(1).”).  See Securities Exchange Act Release No. 95234 (July 8, 2022), 87 FR 42247, 42250-51 (July 

14, 2022), for further discussion of the lifecycle linkage requirements of the CAT NMS Plan. 

26  See CAT NMS Plan, supra note 5, at Appendix D, section 6.1. 

 



7 

Options (“OMM Quotes”).27  On December 12, 2024, the Commission subsequently approved 

the 2024 Cost Savings Amendment, which removed the requirement that OMM Quotes be 

subject to “any requirement to link and create an order lifecycle,” such that OMM Quotes need 

not “undergo any linkage validation, linkage feedback, or lifecycle enrichment processing, but 

will undergo ingestion validation.”28 

 To further reduce CAT costs, the Commission has now determined to grant conditional 

exemptive relief to allow the Participants to further relax requirements related to the provision of 

lifecycle linkages on T+1.  Specifically, the Commission grants conditional exemptive relief 

from the requirements in Appendix D, sections 3 and 6.1 of the CAT NMS Plan that lifecycle 

linkages be created by T+1 at noon Eastern Time, subject to the following conditions: 

• The Plan Processor must provide lifecycle linkages with a final CAT Order ID for all 

order events by T+5 at 8 a.m. Eastern Time, except that lifecycle linkages will not be 

required for OMM Quotes consistent with the provisions approved by the 2024 Cost 

Savings Amendment. 

• Upon requests made by authorized regulatory users from the Participants or the 

Commission, the Plan Processor shall create interim CAT Order IDs for a specified trade 

                                                           
27  See Securities Exchange Act Release No. 98848 (Nov. 2, 2023), 88 FR 77128, 77130 (Nov. 8, 2023) 

(“November 2023 Order”).  An “Options Market Maker” is a “broker-dealer registered with an exchange 

for the purpose of making markets in options contracts on the exchange.” See CAT NMS Plan, supra note 

5, at section 1.1. Each Participant has also promulgated rules for its members that generally govern what 

constitutes a “market maker quote” and/or “market maker quotation” for that Participant. See, e.g., The 

Nasdaq Stock Market LLC Rules, Options 2, section 5, “Market Maker Quotations”; Cboe Exchange, Inc. 

Rule 5.52, “Market Maker Quotes”; NYSE Arca, Inc. Rule 6.37AP-O, “Market Maker Quotations.”  A 

“Listed Option” is “any option traded on a registered national securities exchange or automated facility of a 

national securities association.”  See 17 CFR 242.600(b)(52) of Regulation NMS; see also CAT NMS Plan, 

supra note 5, at section 1.1. (defining a “Listed Option” as having “the meaning set forth in Rule 600(b)(35) 

of Regulation NMS,” which provision has been redesignated as Rule 600(b)(52) without any changes to its 

terms). 

28  See CAT NMS Plan, supra note 5, at Appendix D, section 3.4; see also 2024 Cost Savings Amendment, 

supra note 8, at 103034-38. 

 



8 

date or dates and thereby provide linked lifecycles to regulators before T+5 at 8 a.m. 

Eastern Time.29   

This conditional exemptive relief granted in this Order is intended to supersede the conditional 

exemptive relief set forth in the November 2023 Order with respect to lifecycle linkage 

timeframes.30   

Timely access to linked data was one of the regulatory goals of Rule 613 and the CAT 

NMS Plan.  Under the conditional exemptive relief granted herein, regulators will be able to 

access linked and corrected audit trail data by T+5 in the regular course, which should generally 

continue to be faster than was possible before the CAT existed.31  Moreover, regulators will be 

able to request linked data from the Plan Processor before T+5, as well as to access and analyze 

raw unprocessed data between T+2 at 8 a.m. Eastern Time and T+5 at 8 a.m. Eastern Time, 

which functionality should continue to enable regulatory users to effectively and expeditiously 

review data in the case of a major market event, albeit slightly slower than is currently possible.  

The conditional exemptive relief granted herein should therefore preserve the core regulatory 

benefits of Rule 613 and the CAT NMS Plan, while enabling the Participants to realize 

meaningful cost savings.32  The Commission determines that it therefore satisfies the standards 

                                                           
29  While the Commission understands that the timing and cost of creating an interim CAT Order ID ad hoc 

may vary based on the number of trade dates and data volumes to be processed in the request, the 

Commission understands that interim CAT Order IDs can generally be created by T+2 at 9 p.m. Eastern 

Time if the request is received prior to T+2 at 4 a.m. Eastern Time, or within 14 hours of receiving the 

request if such request is received after T+2 at 4 a.m. Eastern Time.   

30  See November 2023 Order, supra note 27, at 77130.  The conditional exemptive relief provided by the 

November 2023 Order continues to be in force for the other areas addressed therein, except as provided in 

Parts II.C-D. 

31  See CAT NMS Plan Approval Order, supra note 5, at 84783 (noting that corrected and linked CAT Data 

would be accessible on T+5, compared to OATS Data, which was not available until T+8). 

32  The Commission understands from its communications with the Participants that such measures could save 

approximately $2-3 million annually.   

 



9 

of section 36(a)(1) of the Exchange Act and Rule 608(e) of Regulation NMS. 

B. Requirements for Re-Processing of Late Records  

Appendix D, section 3 of the CAT NMS Plan requires that “[a]ll CAT Data reported to 

the Central Repository must be processed and assembled to create the complete lifecycle of each 

Reportable Event.”33  The CAT NMS Plan sets a deadline of T+3 at 8 a.m. Eastern Time for the 

“[r]esubmission of corrected data” and a deadline of T+5 at 8 a.m. Eastern Time for the Plan 

Processor to make “[c]orrected data available to Participant regulatory staff and the SEC.”34  For 

data corrections received after T+5, the CAT NMS Plan specifies that “Participants’ regulatory 

staff and the SEC must be notified and informed as to how re-processing will be completed.”35   

The November 2023 Order granted exemptive relief from these requirements, subject to 

the following conditions: 

• The Plan Processor was required to maintain its implementation of functionality that was 

approved by the Operating Committee on January 14, 2022 (the “Late to the Lifecycle 

process”) and on September 20, 2022 (the “Targeted Replay process”) (collectively, the 

“Enhanced Late to the Lifecycle process”).  Prior to the implementation of this 

functionality, in the limited circumstances in which there was a missing link between two 

disjoined segments of an order lifecycle, new or corrected data would join only one of the 

pre-existing segments and would be assigned to only one of the relevant lifecycle CAT 

Order IDs for the disjoined segment and evaluated for further re-processing.  Under the 

                                                           
33  “CAT Data” is defined as “data derived from Participant Data, Industry Member Data, SIP Data, and such 

other data as the Operating Committee may designate as ‘CAT Data’ from time to time.”  See CAT NMS 

Plan, supra note 5, at section 1.1. 

34  See CAT NMS Plan, supra note 5, at Appendix D, section 6.1. 

35  See id. at Appendix D, section 6.2. 

 



10 

Enhanced Late to the Lifecycle process, all late records (i.e., records received after 

T+5)36 include the date of the correction and, if applicable, the record identifier of the 

record being corrected as part of normal re-processing.  In addition, the late record 

became associated with all relevant lifecycles as part of normal re-processing, such that 

order event lifecycles may be associated with more than one CAT Order ID.   

• The Participants were required to approve a change order to adopt: 

o Functionality to create a lifecycle mapping which indicates all lifecycle 

associations made during the Enhanced Late to the Lifecycle process; 

o Functionality to present to regulatory users post-T+5 data in a manner 

substantially similar to how such data would have been represented if it had been 

reported prior to T+5, including by replicating and replaying records with 

enrichments impacted by post-T+5 submissions, creating updated enrichments, 

and persisting the replicated records within the underlying data (the “Full Replay 

process”); and  

o Functionality to enhance the OTQT, including the ability to include or exclude 

any records that were created or replaced as a result of the Full Replay process. 

• The Plan Processor was required to schedule the Enhanced Late to the Lifecycle process 

and the Full Replay process to run weekly, such that late reported data received through 

Friday of the prior week are available for regulatory users on the following business day 

at 8 a.m. Eastern Time, absent extraordinary circumstances, for data within the prior 18 

                                                           
36  For the purposes of the November 2023 Order and this Order, references to data received after T+5, or to 

post-T+5 data, submissions, or reports, are to data received after T+4 at 8 a.m. Eastern Time.  See 

November 2023 Order, supra note 27, at 77130. 

 



11 

months.  For data outside of this 18-month window, the Participants were required to 

schedule the Enhanced Late to the Lifecycle process and the Full Replay process to run 

no less frequently than quarterly.37   

However, the Commission now understands from communications with the Participants that 

these relaxed requirements were extremely costly to implement even for a relatively limited 

amount of CAT Data.   

Accordingly, the Commission has now determined to grant conditional exemptive relief 

to allow the Participants to further reduce requirements related to the re-processing of late 

records.  Specifically, the Commission grants conditional exemptive relief from the re-

processing requirements for late records in Appendix D, sections 3, 6.1, and 6.2 of the CAT 

NMS Plan, subject to the following conditions: 

• The Plan Processor must maintain its implementation of the above-described Enhanced 

Late to the Lifecycle process for late records from trade dates within the prior 3 years.  

For data outside of this 3-year window, no re-processing is required.   

• For all late records, the Plan Processor must run the above-described Enhanced Late to 

the Lifecycle process no less frequently than quarterly.   

• The Plan Processor must maintain the above-described functionality that creates a 

lifecycle mapping which indicates all lifecycle associations made during the Enhanced 

Late to the Lifecycle process. 

• Upon requests made by authorized regulatory users from the Participants or the 

Commission, the Plan Processor must perform the Full Replay process on specified data, 

such that late records received through Friday of the prior week are available for 

                                                           
37  See November 2023 Order, supra note 27, at 77130-31. 



12 

regulatory users on the following business day at 8 a.m. Eastern Time, absent 

extraordinary circumstances.38 

• For late records received after T+5 at 8 a.m. Eastern Time, the Plan Processor must 

continue to notify regulatory users how re-processing will be completed. 

This conditional exemptive relief granted in this Order is intended to supersede the conditional 

exemptive relief set forth in the November 2023 Order with respect to re-processing of data 

received after T+5.39     

Even though the conditional exemptive relief granted herein will allow the Participants to 

relax existing requirements related to the processing of order event lifecycles that include late 

records, the Commission believes that the core lifecycle linkage functionality envisioned by Rule 

613 and the CAT NMS Plan will be preserved.40  The Commission understands from 

communications with the Participants that most order event lifecycles would be unaffected by 

the conditional exemptive relief granted herein – the vast majority of order event lifecycles are 

currently completed on time, and the vast majority of late-reported data does not impact lifecycle 

                                                           
38  The Commission expects that the timing and cost of performing the Full Replay process would likely vary 

based on the number of trade dates and data volumes to be processed in the request, as well as on the 

availability of compute resources.  Although the Commission does not expect regulatory users to utilize the 

Full Replay process frequently, it may be appropriate for the Participants to budget for its potential use.   

39  See November 2023 Order, supra note 27, at 77130-31.  The conditional exemptive relief provided by the 

November 2023 Order continues to be in force for the other areas addressed therein, except as provided in 

Parts II.A and II.C. 

40  See, e.g., Securities Exchange Act Release No. 77724 (Apr. 27, 2016), 81 FR 30614, 30693 (May 17, 

2016) (“Currently regulators can spend days and up to months processing data they receive into a useful 

format.  Part of this delay is due to the need to combine data across sources that could have non-uniform 

formats and to link data about the same event both within and across data sources. . . . [T]he Commission 

preliminarily believes that the Plan would reduce or eliminate the delays associated with merging and 

linking order events within the same lifecycle.” (footnote omitted)); see also id. at 30670 (“Regardless of 

whether order lifecycle reports are reflected in the same or different data sources, the process of linking 

lifecycle events is complex and can create inaccuracies. . . . The inability to link all records affects the 

accuracy of the resulting data and can force an inefficient manual linkage process that would delay the 

completion of the data collection and analysis portion of the examination, investigation, or 

reconstruction.”). 



13 

linkages.  For the less than 1% of late-reported data that does require additional re-processing to 

construct an order event lifecycle, requiring the Participants to run the Enhanced Late to the 

Lifecycle process quarterly for trade dates within the prior 3 years should still provide regulatory 

users with the ability to quickly and reliably identify and link all relevant lifecycles associated 

with the late-reported data that is most frequently needed and accessed by regulatory users.  

Although this approach requires some manual intervention by regulatory users, the Commission 

believes this is a reasonable trade-off for the millions of dollars of cost savings the Commission 

expects will likely flow from significantly reducing the usage of the Full Replay process and any 

additional costs savings that may be realized from requiring the Plan Processor to perform the 

Enhanced Late to the Lifecycle process quarterly instead of weekly.41  Moreover, under the 

conditional exemptive relief granted herein, regulatory users will be able to request that the Plan 

Processor perform the Full Replay process on specified data, which should continue to enable 

regulatory users to react to major market events in an effective and expeditious way.   

The Commission therefore determines that the conditional exemptive relief granted 

herein satisfies the standards of section 36(a)(1) of the Exchange Act and Rule 608(e) of 

Regulation NMS. 

C. Requirement to Provide an OTQT 

Section 6.10(c)(i) of the CAT NMS Plan requires the Plan Processor to provide the 

Participants and the Commission with access to processed CAT Data through different methods, 

including an OTQT and user-defined direct queries and bulk extracts.42  Specifically, the CAT 

                                                           
41  The Commission estimates, based on its communications with the Participants, that such measures could 

save approximately $4.5-6 million annually.   

42  The OTQT functionality implemented by the Plan Processor is implemented through various tools, which 

are referred to as “DIVER,” “MIRS,” “OLA Viewer,” and “ARLE.”  The user-defined query tool is 

referred to as “BDSQL,” and the bulk extract tool as “Direct Read.”   

 



14 

NMS Plan specifies that the OTQT “will provide authorized users with the ability to retrieve 

CAT Data via an online query screen that includes the ability to choose from a variety of pre-

defined selection criteria.”43  Section 8.1, including sections 8.1.1-8.1.3, of Appendix D of the 

CAT NMS Plan sets forth certain performance requirements for the OTQT, subject to certain 

conditional exemptive relief granted by the Commission in the November 2023 Order.44   

To allow for cost savings, the Commission has now determined to grant conditional 

exemptive relief from the requirements for DIVER, ARLE, OLA Viewer, and MIRS volume 

concentration and market replay tools.  Specifically, for these tools, the Commission grants 

conditional exemptive relief from the above-described provisions in the CAT NMS Plan 

directing the Participants to maintain an OTQT and setting forth performance requirements for 

the OTQT, subject to the following conditions: 

• To ensure that the remaining CAT query tools continue to perform at the same level in 

the absence of certain OTQT functionality, the Plan Processor must maintain currently-

existing performance requirements, controls, monitoring, logging, and reporting for the 

user-defined direct queries (BDSQL) and bulk extract (Direct Read) tools, as well as for 

the MIRS reporting statistics tools that provide regulatory users with access to 

compliance information. 

• To enable Participants and the Commission sufficient time to adjust their regulatory 

programs to use any necessary replacement tools, OTQT functionality may not be 

eliminated earlier than 2 months after the publication of this Order in the Federal 

Register. 

                                                           
43  See CAT NMS Plan, supra note 5, at section 6.10(c)(i)(A).   

44  See November 2023 Order, supra note 27, at 77130, 77132-34. 



15 

This conditional exemptive relief granted in this Order is intended to supersede the conditional 

exemptive relief set forth in the November 2023 Order with respect to OTQT performance 

requirements.45     

The Commission understands, based on communications with the Participants, that 

elimination of the OTQT will generate meaningful cost savings,46 and the Commission does not 

believe that elimination of the OTQT functionality would unduly impact regulators’ oversight of 

the markets.  The elimination of OTQT functionality would not in any way impact the 

underlying CAT Data that is made available for regulators.  Although the Commission has 

previously observed that certain OTQT functionality may enable “regulatory users with less 

expertise in sophisticated programming skills to access CAT Data,” insofar as BDSQL and 

Direct Read “require programming skills in remote data processing and/or knowledge of 

structured query programming language,”47 the Commission understands from its 

communications with the Participants that their regulatory groups would be able to conduct their 

regulatory programs using only BDSQL and Direct Read or otherwise could adjust by creating 

their own internal tools to replicate the same targeted queries they would otherwise run on 

DIVER.  The Commission likewise believes that its own regulatory program would not be 

impaired by the loss of certain OTQT functionality.  Staff already have the necessary skill sets to 

use the BDSQL and Direct Read tools, which will be maintained by the Plan Processor, and the 

Commission has already developed internal tools that replicate functionality supplied by the 

DIVER, ARLE, OLA Viewer, and MIRS volume concentration and market replay tools that may 

                                                           
45  See id.  The conditional exemptive relief provided by the November 2023 Order continues to be in force for 

the other areas addressed therein, except as provided in Parts II.A-B. 

46  The Commission understands from its communications with the Participants that such measures could save 

approximately $2.35-2.85 million annually.    

47  See 2024 Cost Savings Amendment, supra note 8, at 103036. 



16 

not be available if the Participants utilize this exemptive relief.  The Commission therefore 

determines that the conditional exemptive relief described above satisfies the standard of section 

36(a)(1) of the Exchange Act and Rule 608(e) of Regulation NMS. 

D. Requirements Related to Data Storage and Retention 

Several data storage and retention requirements govern the Participants’ storage of data 

and/or data stored within the CAT.  First, the Participants are subject to the storage requirements 

of Rule 17a-1, which states, among other things, that “[e]very national securities exchange [and] 

national securities association . . . shall keep and preserve at least one copy of all documents, 

including all correspondence, memoranda, papers, books, notices, accounts, and other such 

records as shall be made or received by it in the course of its business as such and in the conduct 

of its self-regulatory activity,” and that “[e]very national securities exchange [and] national 

securities association . . . shall keep such documents for a period of not less than five years, the 

first two years in an easily accessible place, subject to the destruction and disposition provisions 

of Rule 17a-6.”48   

Second, Rule 613(e)(8) states that the CAT NMS Plan must require the Central 

Repository to “retain the information collected pursuant to paragraph (c)(7) and (e)(7) . . . in a 

convenient and usable standard electronic data format that is directly available and searchable 

electronically without any manual intervention for a period of not less than five years.”49   

The CAT NMS Plan itself imposes several storage requirements with respect to CAT 

Data, including requirements in section 6.5(b) that the Central Repository retain “the information 

collected pursuant to paragraphs (c)(7) and (e)(7) of SEC Rule 613 in a convenient and usable 

                                                           
48  See 17 CFR 240.17a-1. 

49  See 17 CFR 242.613(e)(8).   

 



17 

standard electronic data format that is directly available and searchable electronically without 

any manual intervention by the Plan Processor for a period of not less than six (6) years.”50  

Additionally, pursuant to section 1.4 of Appendix D of the CAT NMS Plan, “[t]he Plan 

Processor must develop a formal record retention policy and program for the CAT, to be 

approved by the Operating Committee, which will, at a minimum . . . [m]ake data directly 

available and searchable electronically without manual intervention for at least six years . . . .”  

Section 6.3 of Appendix D of the CAT NMS Plan provides an exception to these requirements 

for several kinds of data, including “Interim Operational Data older than 15 days,”51 which may 

be retained in an archive storage tier, meaning such data is not directly available and searchable 

without manual intervention.52 

The Commission understands from communications with the Participants that storage 

costs represent approximately 40% of monthly cloud services fees, as the CAT continues to 

accrue volume toward its six-year storage requirement and as data volumes continue to increase.  

Moreover, it appears to the Commission that the storage needs for the CAT far exceed what was 

envisioned when the CAT was first established.  For example, the CAT NMS Plan approved by 

the Commission stated that it “is expected that the Central Repository will grow to more than 29 

                                                           
50  See CAT NMS Plan, supra note 5, at section 6.5(d).  Section 6.1(d)(i) of the CAT NMS Plan also requires 

the Plan Processor to comply with the recordkeeping requirements of Rule 613(e)(8).   

51  “Interim Operational Data” is defined as “all processed, validated and unlinked data made available to 

regulators by T+1 at 12:00 p.m. ET and all iterations of processed data made available to regulators 

between T+1 and T+5, but excludes the final version of corrected data that is made available at T+5 at 8:00 

a.m. ET,” and “[f]or the avoidance of doubt, ‘Interim Operational Data’ does not include processed data 

relating to Options Market Maker quotes in Listed Options made available to regulators by T+1 at 12:00 

p.m. ET.”  See CAT NMS Plan, supra note 5, at Appendix D, section 6.3; see also Part II.A supra, for a 

discussion of conditional exemptive relief that would affect the definition of this data. 

52  The CAT NMS Plan states that the Plan Processor will restore archived data to an accessible storage tier 

upon request to the CAT Help Desk by an authorized regulatory user from the Participants or a senior 

officer from the SEC.  See CAT NMS Plan, supra note 5, Appendix D, section 6.3. 

 



18 

petabytes of raw, uncompressed data,”53 but the Commission understands that the Plan Processor 

currently projects that cumulative storage will exceed 1 exabyte (or 1,000 petabytes) in 2025 – 

more than 37 times this original estimate.  Given their significant contribution to increasing CAT 

costs, the Commission has determined to grant conditional exemptive relief to allow the 

Participants to immediately reduce the usage of storage and retention of CAT Data.   

Specifically, the Commission grants conditional exemptive relief from the above-

described requirements of Rule 17a-1,54 Rule 613(e)(8), sections 6.1(d)(i) and 6.5(b) of the CAT 

NMS Plan, and sections 1.4 and 6.3 of Appendix D of the CAT NMS Plan, to the extent 

necessary to allow the Participants to:  

• Delete all CAT Data older than five years. 

• Move CAT Data older than three years to a more cost-effective storage tier (i.e., a tier 

requiring some “manual intervention” to retrieve data), subject to the condition that the 

Plan Processor will restore archived CAT data which is older than three years old to an 

accessible storage tier upon request to the CAT Help Desk by an authorized regulatory 

user from the Participants or from the SEC.55 

                                                           
53  See CAT NMS Plan Approval Order, supra note 5, at 85023. 

54  Because the CAT is a facility of the Participants, it is subject to the record-keeping provisions of Rule 17a-

1.  See, e.g., id. at 84736.  The Participants require exemptive relief from Rule 17a-1 to delete OMM 

Quotes data after one year from the CAT System and to delete Interim Operational Data older than 15 days.  

Conditions enabling the Participants to delete all CAT Data older than five years and/or to move CAT Data 

older than three years to a more cost-effective storage tier are already consistent with or more generous 

than Rule 17a-1, although they are more lenient than the requirements otherwise contained in Rule 613 

and/or the CAT NMS Plan. 

55  The Commission understands from communications with the Participants that CAT Data is currently stored 

in four storage tiers: S3 Frequent Access, S3 Infrequent Access, S3 Instant Archive Access, and S3 Glacier 

Deep Archive.  Data files that are either new or that have recently been read by regulatory users are stored 

in S3 Frequent Access.  If a file is not read by a regulatory user for 30 days, then it moves to S3 Infrequent 

Access.  Similarly, if a file is not read by a regulatory user for 90 days, then it moves to S3 Archive Instant 

Access.  Finally, the CAT NMS Plan permits certain kinds of data, including Interim Operational Data 

older than 15 days, to be moved to S3 Glacier Deep Archive.  See, e.g., CAT NMS Plan, supra note 5, at 

 



19 

• Delete OMM Quotes data after one year from the CAT System. 

• Delete Interim Operational Data older than 15 days.    

The Commission does not believe the reduced data storage and shorter data retention periods 

permitted by the conditional exemptive relief granted herein would unduly impact regulators’ 

ability to oversee the markets.  In addition, permitting the Plan Processor to delete all CAT Data 

older than five years from the CAT System is consistent with the data storage and retention 

requirements otherwise applicable to the Participants as national securities exchanges and 

national securities associations.56   

Allowing the movement of CAT Data older than three years to a more cost-effective 

storage tier, subject to the condition identified above, would allow the Participants to use lower-

cost archive storage options while simultaneously maintaining records for regulatory use as 

needed.  The first three years of CAT Data, which the Commission believes will be more 

frequently accessed and needed by regulatory users based on its experience in using the CAT and 

CAT Data, will still be maintained in a convenient and usable standard electronic data format 

that is directly available and searchable electronically without any manual intervention by the 

Plan Processor.57  Although the Commission has stated that OMM Quotes data has substantial 

regulatory value,58 based on Commission experience in using the CAT and CAT Data, the 

Commission expects that regulators are less likely to access OMM Quotes data after a period of 

                                                           
Appendix D, section 6.3.  The conditional exemptive relief granted herein would likewise permit the 

Participants to move all CAT Data older than three years to a storage tier like S3 Glacier Deep Archive.   

56  See 17 CFR 240.17a-1; 17 CFR 242.613(e)(8).  See also, e.g., CAT NMS Plan Approval Order, supra note 

5, at 84758 (stating that the CAT is a facility of each of the Participants). 

57  This framework exceeds the applicable requirements set forth in Rule 17a-1, which requires that records be 

kept for “the first two years in an easily accessible place.”  See 17 CFR 240.17a-1. 

58  See, e.g., 2024 Cost Savings Amendment, supra note 8, at 103037. 

 



20 

one year and thus the costs of maintaining older OMM Quotes data in the CAT are not 

sufficiently justified by its regulatory benefits.59  Permitting the Participants to delete all OMM 

Quotes data after one year will significantly reduce the CAT’s storage requirements, which 

should result in significant cost savings.  To the extent older data is required, the Commission 

could request access to or analysis of OMM Quotes data directly from options exchanges, 

because Rule 17a-1 requires them to maintain OMM Quotes data for five years.60  Finally, 

deleting Interim Operational Data older than 15 days will likely have little effect, as the 

Commission understands from communications with the Participants that it has not been used 

after nearly five years of CAT operation.   

The Commission therefore determines that it satisfies the standards of section 36(a)(1) of 

the Exchange Act and Rule 608(e) of Regulation NMS to grant this conditional exemptive relief, 

which will not unduly impede the intended regulatory benefits of Rule 17a-1, Rule 613, and/or 

the CAT NMS Plan, while enabling the Participants to realize meaningful cost savings.61  

III. Conclusion 

 Accordingly, IT IS HEREBY ORDERED, pursuant to section 36(a)(1) of the Exchange 

Act62 and Rule 608(e) under Regulation NMS,63 that the above-described conditional exemptive 

relief be granted. 

By the Commission. 

                                                           
59  According to information provided by the Participants in 2024, OMM Quotes data is the single largest data 

source for the CAT, comprising approximately 98% of all options data and approximately 75% of all 

transaction volume stored in the CAT.  Id. 

60  17 CFR 240.17a-1. 

61  The Commission understands from its communications with the Participants that such measures could save 

approximately $11-15 million annually.   

62  15 U.S.C. 78mm(a)(1). 

63  17 CFR 242.608(e).