Cboe BZX Exchange Proposes Fee Schedule Revision for LMP Tiers 1 and 2

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April 10, 2026. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), (1) and Rule 19b-4 thereunder, (2) notice is hereby given that on April 1, 2026, Cboe BZX Exchange, Inc. (the “Exchange” or “BZX”) filed with the Securities
and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have
been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from
interested persons.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

Cboe BZX Exchange, Inc. (the “Exchange” or “BZX”) proposes to amend its Fee Schedule to revise the criteria of LMP Tiers 1
and 2. The text of the proposed rule change is provided in Exhibit 5.

The text of the proposed rule change is also available on the Commission's website (https://www.sec.gov/rules/sro.shtml), the Exchange's website (https://www.cboe.com/us/equities/regulation/rule_filings/bzx/), and at the principal office of the Exchange.

II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule
change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at
the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the
most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

1. Purpose

The Exchange proposes to amend its Fee Schedule applicable to its equities trading platform (“BZX Equities”) to revise the
criteria of LMP Tiers 1 and 2. The Exchange proposes to implement these changes on April 1, 2026.

The Exchange first notes that it operates in a highly competitive market in which market participants can readily direct order
flow to competing venues if they deem fee levels at a particular venue to be excessive or incentives to be insufficient. More
specifically, the Exchange is only one of 17 registered equities exchanges, as well as a number of alternative trading systems
and other off-exchange venues that do not have similar self-regulatory responsibilities under the Securities Exchange Act
of 1934 (the “Act”), to which market participants may direct their order flow. Based on publicly available information, (3) no single registered equities exchange has more than 13% of the market share. Thus, in such a low-concentrated and highly
competitive market, no single equities exchange possesses significant pricing power in the execution of order flow. The Exchange
in particular operates a “Maker-Taker” model whereby it pays rebates to members that add liquidity and assesses fees to those
that remove liquidity. The Exchange's Fee Schedule sets forth the standard rebates and rates applied per share for orders
that provide and remove liquidity, respectively. Currently, for orders in securities priced at or above $1.00, the Exchange
provides a standard rebate of $0.00160 per share for orders that add liquidity and assesses a fee of $0.0030 per share for
orders that remove liquidity. (4) For orders in securities priced below $1.00, the Exchange does not provide a rebate for orders that add liquidity and assesses
a fee of 0.30% of the total dollar value for orders that remove liquidity. (5) Additionally, in response to the competitive environment, the Exchange also offers tiered pricing which provides Members opportunities
to qualify for higher rebates or reduced fees where certain volume criteria and thresholds are met. Tiered pricing provides
an incremental incentive for Members to strive for higher tier levels, which provides increasingly higher benefits or discounts
for satisfying increasingly more stringent criteria.

LMP Tiers

Under footnote 13 of the Fee Schedule, the Exchange offers two LMP Tiers that each provide an additive rebate for orders yielding
fee code B (6) where a Member is enrolled in a minimum number of LMP Securities, (7) achieves certain quoting criteria, and achieves certain add volume-based criteria. The Exchange now proposes to revise LMP
Tier 1 and LMP Tier 2 by removing the NBBO Size Time (8) requirement. The current criteria of LMP Tier 1 and LMP Tier 2 is as follows:

• LMP Tier 1 provides an additive rebate of $0.0001 per share in securities priced at or above $1.00 to qualifying orders
(i.e., orders yielding fee code B) where a Member is enrolled in at least 50 BZX-listed LMP Securities, for which it meets the following
criteria for at least 50% of the trading days in the applicable month: (1) Member has a NBBO Time (9) ≥ 15% or a NBBO Size Time ≥ 25%; and (2) Member has a Displayed Size Time ≥ 90%.

• LMP Tier 2 provides an additive rebate of $0.0002 per share in securities priced at or above $1.00 to qualifying orders
(i.e., orders yielding fee code B) where (i) a Member is enrolled in at least 100 BZX-listed LMP Securities, for which it meets the
following criteria for at least 50% of the trading days in the applicable month: (1) Member has a NBBO Time ≥ 15% or a NBBO
Size Time ≥ 25%; and (2) Member has a Displayed Size Time ≥ 90%; and (ii) Member adds a Tape B ADV (10) ≥ 1.50% of the Tape B TCV. (11)

The proposed criteria for LMP Tier 1 and LMP Tier 2 is as follows:

• LMP Tier 1 provides an additive rebate of $0.0001 per share in securities priced at or above $1.00 to qualifying orders
(i.e., orders yielding fee code B) where a Member is enrolled in at least 50 BZX-listed LMP Securities, for which it meets the following
criteria for at least 50% of the trading days in the applicable month: (1) Member has a NBBO Time ≥ 15%; and (2) Member has
a Displayed Size Time ≥ 90%.

• LMP Tier 2 provides an additive rebate of $0.0002 per share in securities priced at or above $1.00 to qualifying orders
(i.e., orders yielding fee code B) where (i) a Member is enrolled in at least 100 BZX-listed LMP Securities, for which it meets the
following criteria for at least 50% of the trading days in the applicable month: (1) Member has a NBBO Time ≥ 15%; and (2)
Member has a Displayed Size Time ≥ 90%; and (ii) Member adds a Tape B ADV ≥ 1.50% of the Tape B TCV.

The proposed LMP Tier 1 and LMP Tier 2 will continue to provide an additional opportunity to incentivize Members to earn an
additive rebate by promoting price discovery and market quality by quoting at the NBBO for a significant portion of each day
in securities of the Member's choice. Increasing order flow to the Exchange may further contribute to a deeper, more liquid
market and provide even more execution opportunities for active market participants. Incentivizing an increase in displayed
liquidity adding volume through additive rebate opportunities encourages liquidity-adding Members on the Exchange to increase
transactions and take execution opportunities provided by such increased liquidity, together providing for overall enhanced
price discovery and price improvement opportunities on the Exchange. As such, increased overall order flow benefits all Members
by contributing towards a robust and well-balanced market ecosystem.

2. Statutory Basis

The Exchange believes the proposed rule change is consistent with the Act and the rules and regulations thereunder applicable
to the Exchange

  and, in particular, the requirements of Section 6(b) of the Act. [(12)]() Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) [(13)]() requirements that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote
  just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing,
  settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and
  perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the
  public interest. Additionally, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) [(14)]() requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers,
  or dealers as well as Section 6(b)(4) [(15)]() as it is designed to provide for the equitable allocation of reasonable dues, fees and other charges among its Members and
  other persons using its facilities.

As described above, the Exchange operates in a highly competitive market in which market participants can readily direct order
flow to competing venues if they deem fee levels at a particular venue to be excessive or incentives to be insufficient. The
Exchange believes that its proposal to revise LMP Tier 1 and LMP Tier 2 reflects a competitive pricing structure designed
to incentivize market participants to direct their order flow to the Exchange, which the Exchange believes would enhance market
quality to the benefit of all Members. Specifically, the Exchange's proposal to revise LMP Tier 1 and LMP Tier 2 is not a
significant departure from existing criteria, is reasonably correlated to the enhanced rebate offered by the Exchange and
other competing exchanges, (16) and will continue to incentivize Members to submit order flow to the Exchange. Additionally, the Exchange notes that relative
volume-based incentives and discounts have been widely adopted by exchanges, (17) including the Exchange, (18) and are reasonable, equitable and non-discriminatory because they are open to all Members on an equal basis and provide additional
benefits or discounts that are reasonably related to (i) the value to an exchange's market quality and (ii) associated higher
levels of market activity, such as higher levels of liquidity provision and/or growth patterns. Competing equity exchanges
offer similar tiered pricing structures, including schedules or rebates and fees that apply based upon members achieving certain
volume and/or growth thresholds, as well as assess similar fees or rebates for similar types of orders, to that of the Exchange.

In particular, the Exchange believes its proposal to revise LMP Tier 1 and LMP Tier 2 is reasonable because the proposed tiers
will be available to all Members and provide all Members with an opportunity to receive an enhanced rebate. The Exchange further
believes its proposal to revise LMP Tier 1 and LMP Tier 2 will provide a reasonable means to encourage liquidity adding displayed
orders in Members' order flow to the Exchange and to incentivize Members to continue to provide liquidity adding volume to
the Exchange by offering them an opportunity to receive an additive rebate on qualifying orders. An overall increase in activity
would deepen the Exchange's liquidity pool, offer additional cost savings, support the quality of price discovery, promote
market transparency and improve market quality, for all investors.

The Exchange believes that its proposal to revise LMP Tier 1 and LMP Tier 2 is reasonable as the proposed criteria does not
represent a significant departure from the criteria currently offered in the Fee Schedule. The Exchange also believes that
the proposal represents an equitable allocation of fees and rebates and is not unfairly discriminatory because all Members
will be eligible for proposed LMP Tier 1 and LMP Tier 2 and have the opportunity to meet the tiers' criteria and receive the
corresponding additive rebate if such criteria is met. Without having a view of activity on other markets and off-exchange
venues, the Exchange has no way of knowing whether this proposed rule change would definitely result in any Members qualifying
for proposed LMP Tier 1 or LMP Tier 2. While the Exchange has no way of predicting with certainty how the proposed changes
will impact Member activity, based on the prior month's volume, the Exchange anticipates that at least seven Members will
be able to satisfy proposed LMP Tier 1 and no Members will be able to satisfy proposed LMP Tier 2. The Exchange also notes
that proposed changes will not adversely impact any Member's ability to qualify for enhanced rebates offered under other tiers.
Should a Member not meet the proposed new criteria, the Member will merely not receive that corresponding additive rebate.

B. Self-Regulatory Organization's Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act. Rather, as discussed above, the Exchange believes that the proposed
change would encourage the submission of additional order flow to a public exchange, thereby promoting market depth, execution
incentives and enhanced execution opportunities, as well as price discovery and transparency for all Members. As a result,
the Exchange believes that the proposed changes further the Commission's goal in adopting Regulation NMS of fostering competition
among orders, which promotes “more efficient pricing of individual stocks for all types of orders, large and small.”

The Exchange believes the proposed rule changes do not impose any burden on intramarket competition that is not necessary
or appropriate in furtherance of the purposes of the Act. Particularly, the proposed revision to LMP Tier 1 and LMP Tier 2
does not impose an unnecessary burden as all Members are eligible to receive the additive rebate under proposed LMP Tier 1
and LMP Tier 2. The Exchange does not believe the proposed changes burden competition, but rather, enhances competition as
it is intended to increase the competitiveness of BZX by amending existing pricing incentives in order to attract order flow
and incentivize participants to increase their participation on the Exchange, providing for additional execution opportunities
for market participants and improved price transparency. Greater overall order flow, trading opportunities, and pricing transparency
benefits all market participants on the Exchange by enhancing market quality and continuing to encourage Members to send orders,
thereby contributing towards a robust and well-balanced market ecosystem.

Next, the Exchange believes the proposed rule changes do not impose any burden on intermarket competition that is not necessary
or appropriate in furtherance of the purposes of the Act. The Exchange operates in a highly competitive market. Members have

  numerous alternative venues that they may participate on and direct their order flow, including other equities exchanges,
  off-exchange venues, and alternative trading systems. Additionally, the Exchange represents a small percentage of the overall
  market. Based on publicly available information, no single equities exchange has more than 13% of the market share. [(19)]() Therefore, no exchange possesses significant pricing power in the execution of order flow. Indeed, participants can readily
  choose to send their orders to other exchange and off-exchange venues if they deem fee levels at those other venues to be
  more favorable. Moreover, the Commission has repeatedly expressed its preference for competition over regulatory intervention
  in determining prices, products, and services in the securities markets. Specifically, in Regulation NMS, the Commission highlighted
  the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the
  market system “has been remarkably successful in promoting market competition in its broader forms that are most important
  to investors and listed companies.” [(20)]() The fact that this market is competitive has also long been recognized by the courts. In *NetCoalition* v. *Securities and Exchange Commission,* the D.C. Circuit stated as follows: “[n]o one disputes that competition for order flow is `fierce.' . . . As the SEC explained,
  `[i]n the U.S. national market system, buyers and sellers of securities, and the broker-dealers that act as their order-routing
  agents, have a wide range of choices of where to route orders for execution'; [and] `no exchange can afford to take its market
  share percentages for granted' because `no exchange possesses a monopoly, regulatory or otherwise, in the execution of order
  flow from broker dealers'. . . .”. [(21)]() Accordingly, the Exchange does not believe its proposed fee change imposes any burden on competition that is not necessary
  or appropriate in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or

Others

The Exchange neither solicited nor received comments on the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act (22) and paragraph (f) of Rule 19b-4 (23) thereunder. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily
suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest,
for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action,
the Commission will institute proceedings to determine whether the proposed rule change should be approved or disapproved.

IV. Solicitation of Comments

Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the
proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods:

Electronic Comments

• Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or

• Send an email to rule-comments@sec.gov. Please include file number SR-CboeBZX-2026-022 on the subject line.

Paper Comments

• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090. All submissions should refer to file number SR-CboeBZX-2026-022. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the filing will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR-CboeBZX-2026-022 and should be submitted on or before May 6, 2026.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. (24)

Sherry R. Haywood, Assistant Secretary. [FR Doc. 2026-07261 Filed 4-14-26; 8:45 am] BILLING CODE 8011-01-P

Footnotes

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

(2) 17 CFR 240.19b-4.

(3) See Cboe Global Markets, U.S. Equities Market Volume Summary, Month-to-Date (March 27, 2026), available at https://www.cboe.com/us/equities/market_statistics/.

(4) See BZX Equities Fee Schedule, Standard Rates.

(5) Id.

(6) Fee code B is appended to displayed orders that add liquidity to BZX in Tape B securities.

(7) “LMP Securities” means a list of securities included in the Liquidity Management Program, the universe of which will be determined
by the Exchange and published in a circular distributed to Members and on the Exchange's website. Such LMP Securities will
include all Cboe-listed ETPs and certain non-Cboe-listed ETPs for which the Exchange wants to incentivize Members to provide
enhanced market quality. All Cboe-listed securities will be LMP Securities immediately upon listing on the Exchange. The Exchange
will not remove a security from the list of LMP Securities without 30 days prior notice.

(8) “NBBO Size Time” means the percentage of time during regular trading hours during which there are size-setting quotes at
the NBBO on the Exchange.

(9) “NBBO Time” means the percentage of time during regular trading hours during which the Member maintains at least 100 shares
at each of the NBB and NBO. The Exchange notes that it proposes to amend the definition of NBBO Time to mean the percentage
of time during regular trading hours during which the Member maintains at least 1 round lot at each of the NBB or NBO.

(10) “ADV” means average daily volume calculated as the number of shares added or removed, combined, per day and is calculated
on a monthly basis.

(11) “TCV” means total consolidated volume calculated as the volume reported by all exchanges and trade reporting facilities to
a consolidated transaction reporting plan for the month for which the fees apply.

(12) 15 U.S.C. 78f(b).

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

(14) Id.

(15) 15 U.S.C. 78f(b)(4).

(16) See MEMX Equities Fee Schedule, Additive Rebates, Tape A Quoting and Tape C Quoting, available at https://info.memxtrading.com/equities-trading-resources/us-equities-fee-schedule/.

(17) See e.g., EDGX Equities Fee Schedule, Footnote 1, Add/Remove Volume Tiers.

(18) See e.g., BZX Equities Fee Schedule, Footnote 1, Add/Remove Volume Tiers.

(19) Supra note 3.

(20) See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005).

(21) NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010) (quoting Securities Exchange Act Release No. 59039 (December 2, 2008), 73 FR 74770, 74782-83
(December 9, 2008) (SR-NYSEArca-2006-21)).

(22) 15 U.S.C. 78s(b)(3)(A).

(23) 17 CFR 240.19b-4(f).

(24) 17 CFR 200.30-3(a)(12).

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