Self-Regulatory Organizations; Nasdaq Stock Market LLC; Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To List and Trade Shares of the iShares Bitcoin Premium Income ETF Under Nasdaq Rule 5711(d) (Commodity-Based Trust Shares)

[Federal Register Volume 91, Number 106 (Wednesday, June 3, 2026)]

[Notices]

[Pages 33252-33254]

From the Federal Register Online via the Government Publishing Office [ www.gpo.gov ]

[FR Doc No: 2026-11034]

[[Page 33252]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-105582; File No. SR-NASDAQ-2025-085]

Self-Regulatory Organizations; Nasdaq Stock Market LLC; Order

Granting Accelerated Approval of a Proposed Rule Change, as Modified by

Amendment No. 1 Thereto, To List and Trade Shares of the iShares

Bitcoin Premium Income ETF Under Nasdaq Rule 5711(d) (Commodity-Based

Trust Shares)

May 29, 2026.

I. Introduction

On September 30, 2025, The Nasdaq Stock Market LLC (``Nasdaq'' or

``Exchange'') filed with the Securities and Exchange Commission

(``Commission''), pursuant to Section 19(b)(1) of the Securities

Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a

proposed rule change to list and trade shares (``Shares'') of the

iShares Bitcoin Premium Income ETF (``Trust'') under Nasdaq Rule

5711(d) (Commodity-Based Trust Shares).\3\ The proposed rule change was

published for comment in the Federal Register on October 2, 2025.\4\ On

May 7, 2026, the Exchange filed Amendment No. 1 to the proposed rule

change, which superseded the original proposed rule change in its

entirety, and on May 8, 2026, the Commission published notice of the

proposed rule change, as modified by Amendment No. 1 (``Proposal'').\5\

This order approves the Proposal on an accelerated basis.

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\1\ 15 U.S.C. 78s(b)(1).

\2\ 17 CFR 240.19b-4.

\3\ Capitalized terms not defined herein are defined in the

Exchange's rules.

\4\ See Securities Exchange Act Release No. 104148 (Sept. 30,

2025), 90 FR 47846. On November 3, 2025, pursuant to Section

19(b)(2) of the Act, the Commission designated a longer period

within which to approve the proposed rule change, disapprove the

proposed rule change, or institute proceedings to determine whether

to disapprove the proposed rule change. See Securities Exchange Act

Release No. 104173, 90 FR 57424 (Nov. 17, 2025). On December 16,

2025, the Commission instituted proceedings under Section

19(b)(2)(B) of the Act to determine whether to approve or disapprove

the proposed rule change. See Securities Exchange Act Release No.

104414, 90 FR 59600 (Dec. 19, 2025). On March 10, 2026, the

Commission designated a longer period for Commission action on the

proposed rule change. See Securities Exchange Act Release No.

104962, 91 FR 12466 (Mar. 13, 2026) (designating May 30, 2026, as

the date by which the Commission shall either approve or disapprove

the proposed rule change).

\5\ See Securities Exchange Act Release No. 105424, 91 FR 27097

(May 13, 2026) (``Amendment No. 1''). The Commission has received no

comments on the Proposal.

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II. Description of the Proposal

As described in more detail in Amendment No. 1,\6\ the Exchange

proposes to list and trade the Shares of the Trust under Nasdaq Rule

5711(d), which governs the listing and trading of Commodity-Based Trust

Shares on the Exchange.

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\6\ See Amendment No. 1, supra note 5.

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According to the Exchange, the Trust seeks to reflect generally the

performance of the price of bitcoin while providing premium income

through an actively managed strategy of writing (selling) call options

on iShares Bitcoin Trust ETF (``IBIT'') (such options, ``IBIT

options'') and, from time to time, on indices that track spot bitcoin

exchange-traded products, including IBIT (such options, ``index

options'').\7\ The Trust will be actively-managed \8\ and the assets of

the Trust will consist of bitcoin, as well as shares of IBIT, and cash,

including premiums associated with written options.\9\ All options

written by the Trust will be U.S. exchange-listed.\10\ The Exchange

states that it is submitting the Proposal because the Trust will be

actively managed; however, it will meet all of the other requirements

under the generic listing standards for Commodity-Based Trust Shares

set forth in Nasdaq Rule 5711(d).\11\

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\7\ See id. at 27098. The sponsor of the Trust is iShares

Delaware Trust Sponsor LLC (``Sponsor''), an indirect subsidiary of

BlackRock, Inc. The Trust will operate pursuant to a trust agreement

between the Sponsor, a third party as the trustee of the Trust, and

Wilmington Trust, National Association, as Delaware trustee.

Coinbase Custody Trust Company, LLC will be responsible for the

custody of the Trust's bitcoin. See id.

\8\ See id. BlackRock Financial Management, Inc., an affiliate

of the Sponsor, is the investment advisor for the Trust

(``Advisor''). See id. The Exchange states that the Advisor is

registered as an investment adviser under the Investment Advisers

Act of 1940, as amended. See id. at 27098 n. 11.

\9\ See id. at 27098. The Exchange states that the Trust is not

an investment company registered under the Investment Company Act of

1940, as amended (``1940 Act''), and, in accordance therewith, will

not own or acquire securities in excess of 40% of the value of the

Trust's total assets (excluding Government Securities (as defined in

the 1940 Act) and cash items) on an unconsolidated basis. See id.

\10\ See id. at 27099. The Exchange states that the Trust will

primarily write IBIT options and, in limited circumstances, will

write index options. The Exchange further states that IBIT options

may be standardized options or flexible exchange (``FLEX'') options,

while index options will be standardized options. The Trust's IBIT

holdings would be used to settle standardized IBIT options; either

the Trust's IBIT holdings or cash holdings would be used to settle

FLEX IBIT options; and the Trust's cash holdings would be used to

settle index options, if, in any case, those written options

positions are exercised. See id.

\11\ See id. at 27098. See also Securities Exchange Act Release

No. 103995 (Sept. 17, 2025), 90 FR 45414 (Sept. 22, 2025) (SR-

NASDAQ-2025-056; SR-CboeBZX-2025-104; SR-NYSEARCA-2025-54) (Order

Granting Accelerated Approval of Proposed Rule Changes, as Modified

by Amendments Thereto, to Adopt Generic Listing Standards for

Commodity-Based Trust Shares) (``Generics Approval Order'').

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III. Discussion and Commission Findings

After careful review, the Commission finds that the Proposal is

consistent with the Act and rules and regulations thereunder applicable

to a national securities exchange.\12\ In particular, the Commission

finds that the Proposal is consistent with Section 6(b)(5) of the

Act,\13\ which requires, among other things, that the Exchange's rules

be designed to ``prevent fraudulent and manipulative acts and

practices'' and, ``in general, to protect investors and the public

interest;'' and with Section 11A(a)(1)(C)(iii) of the Act,\14\ which

sets forth Congress' finding that it is in the public interest and

appropriate for the protection of investors and the maintenance of fair

and orderly markets to assure the availability to brokers, dealers, and

investors of information with respect to quotations for and

transactions in securities.

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\12\ In approving the Proposal, the Commission has considered

the Proposal's impacts on efficiency, competition, and capital

formation. See 15 U.S.C. 78c(f).

\13\ 15 U.S.C. 78f(b)(5).

\14\ 15 U.S.C. 78k-1(a)(1)(C)(iii).

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The Exchange has represented that the Trust will meet all the

requirements set forth in Nasdaq Rule 5711(d) except that the Trust

will be actively managed.\15\ The Commission has previously found that

the requirements set forth in Nasdaq Rule 5711(d) for the generic

listing of Commodity-Based Trust Shares that are based on a reference

asset(s) or index are consistent with the Act.\16\ The Commission has

stated in the context of exchange traded funds (``ETFs'') registered

under the

[[Page 33253]]

1940 Act that the mere addition of active management to a portfolio

that would otherwise qualify for generic listing as an index-based ETF

should not affect the portfolio's susceptibility to manipulation or the

availability of arbitrage between the ETF and its underlying

portfolio.\17\ This principle holds true for Commodity-Based Trust

Shares as well. As the Commission stated in the Generics Approval

Order, consistently applying listing standards across products with

economic exposures to the same underlying commodities levels the

playing field between issuers, which should promote competition and

would more readily afford investors greater investment options.\18\

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\15\ See supra note 11. Nasdaq Rule 5711(d)(iii)(A) provides

that Commodity-Based Trust Shares eligible to list and trade

pursuant to Rule 19b-4(e) (i.e., without a rule filing pursuant to

Section 19(b) of the Act) must be ``designed to reflect the

performance of one or more reference assets or an index of reference

assets, less expenses and other liabilities.'' Thus, Nasdaq Rule

5711(d) precludes actively managed products from being eligible for

generic listing under the rule.

\16\ See Generics Approval Order. Among other things, the

Commission found that the portfolio holding eligibility requirements

help to ensure the availability of information necessary to aid in

the detection and deterrence of potential manipulations and other

trading abuses, thereby making the Commodity-Based Trust Shares less

readily susceptible to fraud and manipulation. See id. at 45418 and

45418 n.72. In addition, the Commission found that the website

disclosure requirements will facilitate transparency with respect to

the Commodity-Based Trust Shares and diminish the risk of

manipulation or unfair informational advantage, consistent with the

maintenance of fair and orderly markets and investor protection. See

id. at 45420.

\17\ See Securities Exchange Act Release No. 78396 (July 22,

2016), 81 FR 49698, 49702 (July 28, 2016) (SR-BATS-2015-100) (Order

Approving Generic Listing Standards for Managed Fund Shares); and

78397 (July 22, 2016), 81 FR 49320, 49324-25 (July 27, 2016) (SR-

NYSEArca-2015-110) (Order Approving Generic Listing Standards for

Managed Fund Shares).

\18\ See Generics Approval Order at 45419.

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Nevertheless, Nasdaq Rule 5711(d) does not currently contemplate

the listing and trading of actively managed products and, therefore,

certain provisions are only relevant to index-based products and do not

contemplate active management.\19\ To address this, the Exchange has

included additional representations in the Proposal to reflect that the

Trust is actively managed. The Commission finds that the requirements

set forth in Nasdaq Rule 5711(d), coupled with the additional

representations made by the Exchange in the Proposal with respect to

the listing and trading of the Shares, are designed to prevent

fraudulent and manipulative acts and practices and to protect investors

and the public interest, consistent with Section 6(b)(5) of the

Act.\20\

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\19\ See Nasdaq Rules 5711(d)(viii)(B)(2) and 5711(d)(ix)(A)(1),

requiring the Exchange to initiate delisting procedures and halt

trading if the value of the underlying reference asset(s) or index

is not made widely available on at least a 15-second basis from a

source unaffiliated with the sponsor or the trust; Nasdaq Rule

5711(d)(x)(1), requiring that if the value of a Commodity-Based

Trust Share is based on an index that is maintained by a broker-

dealer, the broker-dealer erect and maintain a firewall around the

personnel responsible for the maintenance of such index or who have

access to information concerning changes and adjustments to the

index; and Nasdaq Rule 5711(d)(x)(2), requiring that any advisory

committee, supervisory board, or similar entity that advises an

index licensor or administrator or that makes decisions regarding

the index composition, methodology, and related matters must

implement and maintain, or be subject to, procedures designed to

prevent the use and dissemination of material, non-public

information regarding the applicable index.

\20\ 15 U.S.C. 78f(b)(5).

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First, the Exchange has represented in the Proposal that it will

implement additional firewall requirements with respect to the Advisor

(or any future advisor) and its personnel to reflect that the Trust is

actively managed rather than index-based.\21\ In particular, the

Exchange represents in the Proposal that if the current Advisor or any

new advisor of the Trust is or becomes affiliated with a broker-dealer,

it will erect and maintain a ``firewall'' between the advisor and the

broker-dealer with respect to access to information concerning the

composition and/or changes to the Trust's portfolio.\22\ In addition,

the current Advisor and any new advisor of the Trust must establish,

maintain, and enforce written policies and procedures reasonably

designed to prevent the misuse of material nonpublic information by the

advisor and any person associated with the advisor.\23\ Moreover, any

personnel or person associated with the Advisor or any new advisor who

make decisions pertaining to the Trust's portfolio must be subject to

procedures designed to prevent the use and dissemination of material

nonpublic information regarding the Trust's portfolio.\24\ Finally, any

institution or reporting service that provides information relating to

the Trust's portfolio \25\ must implement and maintain, or be subject

to, procedures designed to prevent the use and dissemination of

material non-public information regarding the actual components of the

Trust's portfolio.\26\ These additional requirements relating to

firewalls and procedures are substantively identical to Nasdaq's rules

governing the listing and trading of actively managed exchange-traded

funds,\27\ and apply in addition to what is already required under

Nasdaq Rule 5711(d)(x) and the Act and respective rules and regulations

thereunder. Such requirements collectively provide additional

protection against the potential misuse of material, non-public

information relating to the Trust's actively managed portfolio. The

Commission finds that the proposed additional requirements relating to

firewalls and procedures, combined with the requirements of Nasdaq Rule

5711(d)(x), are designed to prevent fraudulent and manipulative acts

and practices and to protect investors, consistent with Section 6(b)(5)

of the Act.\28\

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\21\ See Amendment No. 1 at 27102-3.

\22\ See id. at 27102.

\23\ See id. at 27102-3.

\24\ See id. at 27102.

\25\ See infra note 27 discussing procedure requirements with

respect to the ``Reporting Authority'' for Exchange Traded Fund

Shares listed on the Exchange.

\26\ See Amendment No. 1 at 27102.

\27\ See Nasdaq Rule 5735(g) (Managed Fund Shares) (setting

forth firewall and procedure requirements that apply to the

investment adviser to the investment company issuing Managed Fund

Shares and to personnel who make decisions on the investment

company's portfolio composition). See also Nasdaq Rules

5704(b)(1)(B)(i) (Exchange Traded Fund Shares) (setting forth

firewall and procedure requirements that apply to the investment

adviser to an Exchange Traded Fund and to personnel who make

decisions on the Exchange Traded Fund's portfolio composition) and

5704(b)(1)(B)(ii) (setting forth procedure requirements that apply

to the ``Reporting Authority'' that provides information relating to

the Exchange Traded Fund's portfolio). Nasdaq Rule 5704(a)(1)(C)

defines ``Reporting Authority'' to mean Nasdaq, a wholly-owned

subsidiary of Nasdaq, or an institution or reporting service

designated by Nasdaq or its subsidiary as the official source for

calculating and reporting information relating to Exchange Traded

Fund Shares series, including, but not limited to, any current index

or portfolio value; the current value of the portfolio of any

securities required to be deposited in connection with issuance of

Exchange Traded Fund Shares; the amount of any dividend equivalent

payment or cash distribution to holders of Exchange Traded Fund

Shares, net asset value, and other information relating to the

issuance, redemption or trading of Exchange Traded Fund Shares.

\28\ 15 U.S.C. 78f(b)(5).

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Second, while the Trust will be subject to the trading halt

requirements of Nasdaq Rule 5711(d)(ix), the Exchange has also

represented in the Proposal that if the Exchange becomes aware that the

Trust's portfolio holdings are not disseminated to all market

participants at the same time, it will halt trading in the Shares until

such time as the Trust's portfolio holdings are available to all market

participants.\29\ This additional trading halt requirement is

substantively identical to Nasdaq's rule governing the listing and

trading of actively managed exchange-traded funds,\30\ and applies in

addition to what is already required under Nasdaq Rule 5711(d)(ix).

This additional trading halt requirement will help to ensure that all

market participants have transparency relating to the Trust's

underlying portfolio, which information is key to pricing the Shares,

and that no market participant has an unfair informational advantage.

Ensuring such transparency relating to the Trust's underlying portfolio

for all market participants will help facilitate a fair and orderly

market for the Shares, as well as help to ensure that the Shares are

not susceptible to manipulation. Accordingly, consistent with the

requirement of Section 6(b)(5) of the Act \31\ that an Exchange's rules

be designed to remove impediments to and perfect the mechanism of a

free and open market, the additional trading halt requirement combined

with the existing

[[Page 33254]]

halt requirements of Nasdaq Rule 5711(d)(ix) are reasonably designed to

promote fair disclosure of information that may be necessary to price

the Shares appropriately, to prevent trading when a reasonable degree

of transparency cannot be assured, and to ensure fair and orderly

markets for the Shares.

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\29\ See Amendment No. 1 at 27102.

\30\ See Nasdaq Rule 5735(d)(2)(D) (Managed Fund Shares).

\31\ 15 U.S.C. 78f(b)(5).

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Apart from being actively managed, the Shares must meet all the

requirements for initial and continued listing under Nasdaq Rule

5711(d). The Shares will be subject to the rules and procedures of the

Exchange that currently govern the trading of equity securities on the

Exchange.\32\ All statements and representations contained in the

Proposal regarding, among others things, the description of the Trust's

holdings, limitations on holdings, dissemination of holdings, and the

applicability of the Exchange's listing rules specified in the

Proposal, will constitute continued listing requirements.\33\ Moreover,

the Trust must notify the Exchange of any failure by the Trust to

comply with the continued listing requirements.\34\ Pursuant to

obligations under Section 19(g)(1) of the Act,\35\ the Exchange will

surveil for compliance with the continued listing requirements; and if

the Trust is not in compliance with the applicable listing

requirements, the Exchange will commence delisting procedures.\36\

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\32\ See Nasdaq Rule 5711(d)(ii).

\33\ See Nasdaq Rule 5711(d)(i).

\34\ Id.

\35\ 15 U.S.C. 78s(g)(1).

\36\ See Amendment No. 1 at 27102; Nasdaq Rule 5711(d)(i).

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For the reasons discussed above, the Commission finds that the

Proposal is consistent with the Act.\37\

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\37\ 15 U.S.C. 78f(b)(5).

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IV. Accelerated Approval of the Proposal

The Commission finds good cause to approve the Proposal prior to

the thirtieth day after the date of publication of notice of filing of

Amendment No. 1 \38\ in the Federal Register. Amendment No. 1 clarified

the description of the Trust and its permitted investments, further

described the terms of the Trust, including additional trading halt and

firewall requirements, and conformed various representations in the

amended filing to the requirements of Nasdaq Rule 5711(d) for

Commodity-Based Trust Shares.

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\38\ See supra note 5.

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Amendment No. 1 does not raise any novel regulatory issues. The

changes assist the Commission in evaluating the Proposal and in

determining that it is consistent with the Act and the rules and

regulations thereunder applicable to a national securities exchange, as

discussed above. The Commission finds that Amendment No. 1 is

reasonably designed to prevent fraudulent and manipulative acts and

practices and, in general, to protect investors and the public

interest; and, it is in the public interest and appropriate for the

protection of investors and the maintenance of fair and orderly markets

to assure the availability to brokers, dealers, and investors of

information with respect to quotations for and transactions in

securities. Accordingly, the Commission finds good cause, pursuant to

Section 19(b)(2) of the Act,\39\ to approve the Proposal on an

accelerated basis prior to the thirtieth day after publication of

notice of filing of Amendment No. 1 in the Federal Register.

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\39\ 15 U.S.C. 78s(b)(2).

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V. Conclusion

This approval order is based on all of the Exchange's

representations and descriptions in the Proposal, which the Commission

has evaluated as discussed above.\40\ For the reasons set forth above,

the Commission finds, pursuant to Section 19(b)(2) of the Act,\41\ that

the Proposal is consistent with the requirements of the Act and the

rules and regulations thereunder applicable to a national securities

exchange, and in particular, with Section 6(b)(5) and Section

11A(a)(1)(C)(iii) of the Act.\42\

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\40\ In addition, the Shares of the Trust must comply with the

requirements of Nasdaq Rule 5711(d) to be listed and traded on the

Exchange on an initial and a continuing basis, except that the Trust

will be actively managed.

\41\ 15 U.S.C. 78s(b)(2).

\42\ 15 U.S.C. 78f(b)(5); 15 U.S.C. 78k-1(a)(1)(C)(iii).

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It is therefore ordered, pursuant to Section 19(b)(2) of the

Act,\43\ that the proposed rule change, as modified by Amendment No. 1

(SR-NASDAQ-2025-085) be, and hereby is, approved on an accelerated

basis.

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\43\ 15 U.S.C. 78s(b)(2).

For the Commission, by the Division of Trading and Markets,

pursuant to delegated authority.\44\

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\44\ 17 CFR 200.30-3(a)(12).

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Sherry R. Haywood,

Assistant Secretary.

[FR Doc. 2026-11034 Filed 6-2-26; 8:45 am]

BILLING CODE 8011-01-P