Submission Pursuant to Commission Regulation 40.2(d)

Rothera Exchange and Clearing LLC · received by the CFTC 28 October 2026 · the filing (PDF)

Summary

Warrant Check read 3 operative provisions in this filing. Across them, 8 of 18 checks are present, 6 partial and 3 absent. 1 provision has every check present. 1 statement the exchange makes to the CFTC about the filing itself (such as that it complies with the Act) is not contract terms and is left out. 1 rule on who may trade is not a settlement term and is left out.

8 present6 partial3 absent1 not assessed

Staff-letter lens

The payout rule here is “Payment Criterion / Expiration Value determination”: the rule that says what makes the contract pay Yes or No. The other 2 rules are fallback rules: what happens if the event is cancelled or delayed, the data goes missing, or the result is challenged.

Topic the staff letters raise	Payout rule	Fallback rules
Settlement source identified	Addressed	0 of 2 addressed
Settlement method described	Addressed	0 of 2 addressed
Covers every case it applies to	Addressed	2 of 2 addressed
Timing set	Addressed	0 of 2 addressed
Terms in the public filing	In the filing	0 of 2 in the filing

How the lens works and what it does not read

What the wording addresses

Payment Criterion / Expiration Value determination — every check present.
“<corporate performance metric> for <time period> is <condition> <value>”
Fallback to fair market price when metric unreported: Comprehensive Coverage.
“the Contract shall resolve based on the last fair market price”
Contingencies / delayed settlement determination: Comprehensive Coverage.
“Rothera reserves the right to make settlement determinations”

What the wording leaves open

Fallback to fair market price when metric unreported “the Contract shall resolve based on the last fair market price”
- Independent Verification — Absent: 'Last fair market price as determined by the Exchange' is the Exchange's own determination under an un-provided internal rule, not neutral third-party evidence.
- Suitable Method — Absent: A price set by the Exchange's own discretion does not establish anything about the unreported metric; it is a substitute mechanism, not proof.
- Defined Benchmark — Partial: A rule is named ('Rothera DCM Rule 7.2') but its methodology/content is not included in the supplied text.
- Conclusive Link — Partial: Cannot confirm whether satisfying Rule 7.2 would reliably establish a fair price, since the rule's content is absent.
- Relevant Timeline — Partial: 'Last fair market price' is a single point-in-time proxy substituting for a metric meant to cover a full reporting period.
- Relies on material referred to but not in the public filing.
What would close it: Include or cross-reference the text of Rothera DCM Rule 7.2 defining how 'last fair market price' is calculated.
Contingencies / delayed settlement determination “Rothera reserves the right to make settlement determinations”
- Independent Verification — Partial: Partly relies on the Source Agency's actual publication (receivable), but the ultimate fallback is the Exchange's own discretionary determination under an unincluded rule.
- Suitable Method — Partial: The procedure can establish mere absence of a timely release but the open-ended 'reserves the right to make settlement determinations' exceeds a defined, checkable procedure.
- Defined Benchmark — Absent: No defined threshold for when/how settlement is determined beyond a reference to Rule 7.2 (not provided) and 'or as otherwise set forth.'
- Relevant Timeline — Partial: No outer limit is stated for how long the delay may run once triggered.
- Relies on material referred to but not in the public filing.
What would close it: Specify objective delay-resolution criteria and an outer time limit, and include the referenced DCM Rule 7.2 text.

Every provision read

Payment Criterion / Expiration Value determination

“<corporate performance metric> for <time period> is <condition> <value>”

Determination: the officially reported metric satisfies the stated condition relative to the value · Consequence: Expiration Value is fixed as Yes or No, triggering payment of Settlement Value to long or short holders

Present Independent Verification. Evidence is the company's official disclosure as reported via a hierarchy of named third-party sources (SEC EDGAR, IR site, regulators, AP, Bloomberg, WSJ, MarketWatch, FT, Yahoo Finance).

Present Suitable Method. Comparing a disclosed numeric metric against a numeric threshold is a procedure capable of establishing the condition claimed.

Present Defined Benchmark. Explicit numeric <value> and defined <condition> operators (greater than, less than, exactly, at least, between) are specified.

Present Conclusive Link. Meeting the stated condition as officially reported directly establishes the Yes/No outcome defined by the clause.

Present Comprehensive Coverage. Metric must be reported for the 'full <time period>' matching the claim's scope, with partial-period cases routed to a separate fallback.

Present Relevant Timeline. Expiration Value is fixed at the Expiration Date/Time using the first official report for that period, matching the obligation window.

Fallback to fair market price when metric unreported

“the Contract shall resolve based on the last fair market price”

Determination: the corporate performance metric was not reported, or reported only for a partial period, by the company or any Source Agency · Consequence: Contract resolves using the 'last fair market price' as determined by the Exchange, paying holders accordingly

Absent Independent Verification. 'Last fair market price as determined by the Exchange' is the Exchange's own determination under an un-provided internal rule, not neutral third-party evidence.

Absent Suitable Method. A price set by the Exchange's own discretion does not establish anything about the unreported metric; it is a substitute mechanism, not proof.

Partial Defined Benchmark. A rule is named ('Rothera DCM Rule 7.2') but its methodology/content is not included in the supplied text.

Partial Conclusive Link. Cannot confirm whether satisfying Rule 7.2 would reliably establish a fair price, since the rule's content is absent.

Present Comprehensive Coverage. Applies specifically to the contract in question at the relevant resolution point.

Partial Relevant Timeline. 'Last fair market price' is a single point-in-time proxy substituting for a metric meant to cover a full reporting period.

Contingencies / delayed settlement determination

“Rothera reserves the right to make settlement determinations”

Determination: the Source Agency failed to provide a result consistent with the Payment Criterion by the Expiration Date · Consequence: Settlement Date, Expiration Date and Expiration Time are delayed until results are released or as otherwise set by the Exchange

Partial Independent Verification. Partly relies on the Source Agency's actual publication (receivable), but the ultimate fallback is the Exchange's own discretionary determination under an unincluded rule.

Partial Suitable Method. The procedure can establish mere absence of a timely release but the open-ended 'reserves the right to make settlement determinations' exceeds a defined, checkable procedure.

Absent Defined Benchmark. No defined threshold for when/how settlement is determined beyond a reference to Rule 7.2 (not provided) and 'or as otherwise set forth.'

Not assessed Conclusive Link. Not assessed: no Defined Benchmark is named, so whether meeting it would settle the question cannot be judged.

Present Comprehensive Coverage. Applies specifically to this Contract's own settlement timing.

Partial Relevant Timeline. No outer limit is stated for how long the delay may run once triggered.

Read 3 November 2026 with Warrant Check (instrument 1.0). Labels: Present, Partial, Absent describe whether each check is found in the wording as written. Not assessed: Conclusive Link cannot be judged where no Defined Benchmark is named; that follows from the missing benchmark and is not a separate gap.

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