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As filed with the Securities and Exchange Commission on December 31, 2025

 

THIS DOCUMENT IS A TECHNICAL ILLUSTRATION OF HOW CERTAIN DISCLOSURES IN SEC FILINGS ARE TO BE TAGGED. IT DOES NOT INDICATE WHICH PARTICULAR DISCLOSURES MUST BE INCLUDED AND/OR TAGGED IN COMMISSION FILINGS, AND IT DOES NOT CONSTITUTE LEGAL GUIDANCE OF ANY SORT.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 1 Exhibit E (EX-99.E.FORM1)

 

EXCH-TST-000

(name of registrant) 

 

100 F St. NE

Washington, DC 20549

 

  Exhibit E

This Exhibit E summarizes the proposed operation of DEF Exchange’s (“The Exchange”) two electronic trading systems (“Systems”). The Exchange features an electronic trading system for equity securities (“System EQ”) and a separate electronic trading system for security futures products (“System FT”).

1.      Means of Access.

System EQ

Users will be able to access System EQ through their own customized front-end software, or through software developed by third-party vendors. In either case, the software will need to comply with the Exchange’s minimum required specifications.

System FT

To access System FT, Users will need to download the specialty software developed by the Exchange and made available on the Exchange’s website. Users must keep the software updated with the latest version at all times.

2.      Procedures Governing Entry and Display of Quotations and Orders.

System EQ

For System EQ, the Exchange will accept the submission of orders by Users in equity securities listed on the Exchange and may also accept orders in equity securities admitted to unlisted trading privileges on the Exchange. Orders entered in the Exchange must be orders to buy or sell a stated amount of an equity security at the national best bid or offer, or must be orders to buy or sell a stated amount of an equity security with a limit price.

All quotations and orders for equity securities submitted to the Exchange will be displayed, unless designated otherwise by the User submitting the order. Quotations and orders for equities submitted to the Exchange shall be displayed on an anonymous basis, unless voluntarily designated otherwise by the submitting User.

System FT

For System FT, the Exchange will accept the submission of orders by Users in security futures products listed on the Exchange. No security futures products will be admitted to unlisted trading privileges on the exchange. Orders entered in the Exchange must be orders to buy or sell a stated amount of a security futures product. Regulations regarding the national best bid or offer or not applicable to security futures products.

All quotations and orders for security futures products submitted to the Exchange will be displayed, with no option for a User to designate otherwise. All quotations and orders for security futures products submitted to the Exchange will be displayed on an anonymous basis.

3.      Procedures Governing the Execution, Reporting, Clearance and Settlement of Transactions in connection with the System

System EQ

For System EQ, trades in equity securities will occur when there is a match on the Exchange’s Order Book between an order to buy and an order to sell. The Exchange will use the applicable market data feeds as the sources for equity pricing information. In executing orders for equity securities submitted to the Exchange’s Order Book, the Exchange will not differentiate between orders submitted by Users on their behalf and orders submitted by Users on behalf of others.

The Exchange will become a participant in the Consolidated Tape Association Plan and the Nasdaq UTP-Plan and will report trades in eligible equity securities pursuant to the terms of the plans.

The Exchange will require each User that trades equity securities i) be a member of the National Securities Clearing Corporation (NSCC) or ii) clear its transactions through a User that is a member of NSCC. In the latter case, the User will be required to identify the name of the clearing agency member through whom the transaction is cleared.

System FT

For System FT, trades in security futures products will occur when there is a match on the Exchange’s Order Book between an order to buy and an order to sell. The Exchange will also make available additional a complex order auction system will be available for auctioning, resting, and executing complex orders in security futures product submitted to the Exchange. In executing orders for security futures products submitted to the Exchange’s Order Book, the Exchange will not differentiate between orders submitted by Users on their behalf and orders submitted by Users on behalf of others. Orders for equity securities will be executed automatically. Users will be unable to control the timing of execution.

The Exchange will become a participant in the Options Price Reporting Authority (“OPRA”) and will report trades in eligible security futures products pursuant to its terms.

The Exchange will require each User that trades to security futures products i) be a member of the Options Clearing Corporation (OCC) or ii) clear its transactions through a User that is a member of OCC. In the latter case, the User will be required to identify the name of the clearing agency member through whom the transaction is cleared.

4.      Proposed Fees

System EQ

For System EQ, the Exchange will prescribe membership fees, application fees, and market data fees. All fees, assessments, and other charges will be set forth in the Exchange’s Fee Schedule for System EQ. The Exchange may choose to apply volume discounts or other incentives to some of its transaction fees.

System FT

For System FT, the Exchange will prescribe membership fees, application fees, market data fees, connectivity fees, bandwidth fees, and testing fees. All fees, assessments, and other charges will be set forth in the Exchange’s Fee Schedule for System FT. The Exchange will not apply volume discounts or other incentives for any transactions in security futures products.

5.      Procedures for Ensuring Compliance with System Usage Guidelines.

System EQ

System EQ contains embedded User order/quote entry and trade guidelines for equities. All data representing a User’s order/quote in equities must comply with System EQ’s guidelines governing order/quote entry and trade. Users cannot override these embedded guidelines.

System FT

System FT contains embedded User order/quote entry and trade guidelines for security futures products. All data representing a User’s order/quote in security futures products must comply with System FT’s guidelines governing order/quote entry and trade. Users cannot override these embedded guidelines. Prior to allowing a User to begin trading security futures products, the Exchange and the User will comprehensively test the User’s connectivity to System FT. A user may begin trading security futures products on System FT only after the User and the Exchange are satisfied that the User’s hardware meets the Exchange’s technical standards.

6.      Hours of Operation and Date of Commencement.

System EQ

System EQ will operate from Monday to Friday from 8:00 a.m. Eastern Time to 5:00 P.M. Eastern time.

The Exchange will commence operation of System EQ on the first business day following the Commission’s approval of its Form 1 application.

System FT

System FT will operate from Monday to Friday from 9:30 a.m. Eastern Time to 4:00 P.M. Eastern time.

The Exchange will commence operation of System EQ in the second quarter of 2034, pending Commission’s approval of its Form 1 application.

7.      Exchange User’s Manual

See attached.

8.      Controls to Ensure Safety of Held Funds or Securities.

System EQ

The Exchange will not hold funds or securities on System EQ.

System FT

The Exchange will not hold funds or security futures products on System FT.