MEMX LLC Exchange Fee Schedule Rule Change - Liquidity Provision Tier 4 and Retail Sub-Dollar Liquidity Removal Tier

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April 8, 2026. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”), (1) and Rule 19b-4 thereunder, (2) notice is hereby given that, on March 31, 2026, MEMX LLC (“MEMX” or the “Exchange”) filed with the Securities and Exchange
Commission (the “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

The Exchange is filing with the Commission a proposed rule change to amend the Exchange's fee schedule applicable to Members (3) (the “Fee Schedule”) pursuant to Exchange Rules 15.1(a) and (c). As is further described below, the Exchange proposes to:
(i) modify the required criteria under Liquidity Provision Tier 4, and (ii) adopt a new Retail Sub-Dollar Liquidity Removal
Tier. The Exchange proposes to implement the changes to the Fee Schedule pursuant to this proposal immediately. The text of
the proposed rule change is provided in Exhibit 5.

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 purpose of the proposed rule change is to amend the Fee Schedule to: (i) modify the required criteria under Liquidity
Provision Tier 4, and (ii) adopt a new Retail Sub-Dollar Liquidity Removal Tier, each as further described below.

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 18 registered equities exchanges, as well as a number of alternative trading systems
and other off-exchange venues, to which market participants may direct their order flow. Based on publicly available information,
no single registered equities exchange currently has more than approximately 15% of the total market share of executed volume
of equities trading. (4) Thus, in such a low-concentrated and highly competitive market, no single equities exchange possesses significant pricing
power in the execution of order flow, and the Exchange currently represents approximately 2% of the overall market share. (5) The Exchange in particular operates a “Maker-Taker” model whereby it provides rebates to Members that add liquidity to the
Exchange and charges fees to Members that remove liquidity from the Exchange. The Fee Schedule sets forth the standard rebates
and fees applied per share for orders that add and remove liquidity, respectively. Additionally, in response to the competitive
environment, the Exchange also offers tiered pricing, which provides Members with opportunities to qualify for higher rebates
or lower 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.

Liquidity Provision Tier 4

The Exchange currently provides a standard rebate of $0.0015 per share for executions of orders in securities priced at or
above $1.00 per share that add displayed liquidity to the Exchange (such orders, “Added Displayed Volume”). (6) The Exchange also currently offers Liquidity Provision Tiers 1-5, among other volume-based tiers, under which a Member may
receive an enhanced rebate for executions of Added Displayed Volume by achieving the corresponding required volume criteria
for each such tier. The Exchange now proposes to modify the required criteria under Liquidity Provision Tier 4, as further
described below.

The Exchange currently provides an enhanced rebate of $0.0028 per share for executions of Added Displayed Volume for Members
that qualify for Liquidity Provision Tier 4 by achieving an ADAV (7) (excluding Retail Orders) (8) that is equal to or greater than 0.09% of the TCV. (9) Now, the Exchange proposes to modify the required criteria such that a Member would qualify for Liquidity Provision Tier 4
by achieving an ADAV that is equal to or greater than 0.10% of the TCV. Thus, such proposed change would increase the ADAV
% of TCV threshold but eliminate the Retail Order exclusion from the criteria, broadening the universe of executions which
will be included in the Exchange's calculation of ADAV for purposes of qualifying for Liquidity Provision Tier 4. (10) The Exchange is not proposing to change the rebate provided under such tier.

The proposed change to Liquidity Provision Tier 4 is designed to encourage Members to maintain or increase their order flow,
including in the form of orders that add liquidity on the Exchange in order to qualify for the

  enhanced Liquidity Provision Tier 4 rebate, which may contribute to a more robust and well-balanced market ecosystem on the
  Exchange to the benefit of all Members.

Adoption of Retail Sub-Dollar Liquidity Removal Tier

The Exchange currently charges a standard fee of 0.28% of the total dollar value of the transaction for executions of orders
in securities priced below $1.00 per share that remove liquidity from the Exchange, (such orders, “Removed Sub-Dollar Volume”),
including Retail Orders. This standard fee is applicable to all such executions of Removed Sub-Dollar Volume (including those
that qualify for any of the Exchange's existing volume tiers). Now, the Exchange proposes to adopt a volume-based tier, known
as the Retail Sub-Dollar Liquidity Removal Tier, under which the Exchange will charge a reduced fee for executions of Retail
Orders in securities priced below $1.00 per share that remove liquidity from the Exchange (such orders, “Removed Sub-Dollar
Retail Volume”) for Members that achieve the volume criteria under such tier. Under the proposed Retail Sub-Dollar Liquidity
Removal Tier 1, the Exchange will charge a reduced fee of 0.125% of the total dollar value of the transaction for executions
of Removed Sub-Dollar Retail Volume for Members that qualify for such tier by achieving an ADAV in securities priced below
$1.00 per share that is equal to or greater than 20,000,000 shares. (11)

The proposed Retail Sub-Dollar Liquidity Removal Tier is designed to attract liquidity to the Exchange in Sub-Dollar securities,
thereby promoting price discovery and market quality on the Exchange in this category of securities. The Exchange notes the
proposed Retail Sub-Dollar Liquidity Removal Tier is comparable to other volume-based incentives and discounts, which have
been widely adopted by exchanges, including the Exchange. (12)

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with the provisions of Section 6 of the Act, (13) in general, and with Sections 6(b)(4) and 6(b)(5) of the Act, (14) in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among its Members
and other persons using its facilities and is not designed to permit unfair discrimination between customers, issuers, brokers,
or dealers.

As discussed above, the Exchange operates in a highly fragmented and 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,
and the Exchange represents only a small percentage of the overall market. The Commission and the courts have repeatedly expressed
their preference for competition over regulatory intervention in determining prices, products, and services in the securities
markets. 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.” (15)

The Exchange believes that the ever-shifting market share among the exchanges from month to month demonstrates that market
participants can shift order flow or discontinue use of certain categories of products, in response to new or different pricing
structures being introduced into the market. Accordingly, competitive forces constrain the Exchange's transaction fees and
rebates, and market participants can readily trade on competing venues if they deem pricing levels at those other venues to
be more favorable. The Exchange believes the proposal reflects a reasonable and competitive pricing structure designed to
incentivize market participants to direct additional order flow, including displayed, liquidity-adding orders to the Exchange,
both which the Exchange believes would promote price discovery and enhance liquidity and market quality on the Exchange to
the benefit of all Members and market participants.

The Exchange notes that volume and quoting-based incentives (such as tiers) have been widely adopted by exchanges, including
the Exchange, and are reasonable, equitable and not unfairly discriminatory because they are open to all members on an equal
basis and provide additional benefits that are reasonably related to the value of an exchange's market quality associated
with higher levels of market activity, such as higher levels of liquidity provision and/or growth patterns, and the introduction
of higher volumes of orders into the price and volume discovery process. The Exchange believes that Liquidity Provision Tier
4, as modified by the proposed changes to the required criteria under such tier, is reasonable, equitable and not unfairly
discriminatory, as such tier will continue to provide Members with an incremental incentive to achieve certain volume thresholds
on the Exchange, is available to all Members on an equal basis, and, as described above, is designed to encourage Members
to maintain or increase their order flow, including in the form of displayed, liquidity-adding orders to the Exchange, thereby
contributing to a deeper, more liquid and well balanced market ecosystem on the Exchange to the benefit of all Members and
market participants.

The Exchange also believes that such tier reflects a reasonable and equitable allocation of fees and rebates, as the Exchange
believes that, after giving effect to the changes proposed herein, the enhanced rebate for executions of Added Displayed Volume
under such tier is commensurate with the corresponding required criteria under the tier and is reasonably related to the market
quality benefits that the tier is designed to achieve, as described above. Additionally, the Exchange believes the proposed
new Retail Sub-Dollar Liquidity Removal Tier is reasonable, in that it is comparable to pricing incentives adopted by other
exchanges that charge a reduced fee for executions of Removed Sub-Dollar Retail Volume for firms that achieve a specified
volume threshold. (16)

For the reasons discussed above, the Exchange submits that the proposal satisfies the requirements of Sections 6(b)(4) and
6(b)(5) of the Act (17) in that it provides for the equitable allocation of reasonable dues, fees and other charges among its Members and other persons
using its facilities and is not designed to unfairly discriminate between customers, issuers, brokers, or dealers. As described
more fully below in the Exchange's statement regarding

  the burden on competition, the Exchange believes that its transaction pricing is subject to significant competitive forces,
  and that the proposed rebates described herein are appropriate to address such forces.

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

The Exchange does not believe that the proposal will result in any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. Instead, as discussed above, the proposal is intended to incentivize market participants
to direct additional order flow to the Exchange, thereby enhancing liquidity and market quality on the Exchange to the benefit
of all Members and market participants. As a result, the Exchange believes the proposal would enhance its competitiveness
as a market that attracts actionable orders, thereby making it a more desirable destination venue for its customers. For these
reasons, the Exchange believes that the proposal furthers 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.” (18)

Intramarket Competition

As discussed above, the Exchange believes that the proposal would incentivize Members to submit additional order flow, including
displayed, liquidity-adding orders to the Exchange, in both Retail and non-Retail orders, in Sub-Dollar securities and securities
priced at or above $1.00 per share, thereby enhancing liquidity and market quality on the Exchange to the benefit of all Members,
as well as enhancing the attractiveness of the Exchange as a trading venue, which the Exchange believes, in turn, would continue
to encourage market participants to direct additional order flow to the Exchange. Greater liquidity benefits all Members by
providing more trading opportunities and encourages Members to send additional orders to the Exchange, thereby contributing
to robust levels of liquidity, which benefits all market participants.

The opportunity to qualify for the proposed new criteria under the Liquidity Provision Tier 4 and the new Retail Sub-Dollar
Liquidity Removal Tier 1, and thus receive the corresponding rebate for executions of Added Displayed Volume, and/or reduced
fee for executions of Removed Retail Sub-Dollar Volume, as applicable, would be available to all Members that meet the associated
volume requirements in any month. As described above, the Exchange believes that, after giving effect to the changes proposed
herein, the required criteria under each of the tiers described above is commensurate with the corresponding enhanced rebate/reduced
fee under each such tier and is reasonably related to the enhanced liquidity and market quality that each such tier is designed
to promote.

For the foregoing reasons, the Exchange believes the proposed changes would not impose any burden on intramarket competition
that is not necessary or appropriate in furtherance of the purposes of the Act.

Intermarket Competition

As noted 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. Members
have numerous alternative venues that they may participate on and direct their order flow to, including 17 other equities
exchanges and numerous alternative trading systems and other off-exchange venues. As noted above, no single registered equities
exchange currently has more than approximately 15% of the total market share of executed volume of equities trading. Thus,
in such a low-concentrated and highly competitive market, no single equities exchange possesses significant pricing power
in the execution of order flow. Moreover, the Exchange believes that the ever-shifting market share among the exchanges from
month to month demonstrates that market participants can shift order flow or reduce use of certain categories of products,
in response to new or different pricing structures being introduced into the market. Accordingly, competitive forces constrain
the Exchange's transaction fees and rebates, including with respect to Added Displayed Volume and Removed Sub-Dollar Retail
Volume and market 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. As described above, the proposed changes represent a competitive proposal
through which the Exchange is seeking to generate additional revenue with respect to its transaction pricing and to encourage
the submission of additional order flow to the Exchange through volume and quoting-based tiers, which have been widely adopted
by exchanges, including the Exchange. Accordingly, the Exchange believes the proposal would not burden, but rather promote,
intermarket competition by enabling it to better compete with other exchanges that offer similar pricing incentives to market
participants.

Additionally, 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.” (19) The fact that this market is competitive has also long been recognized by the courts. In NetCoalition v. SEC, 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' becauseno exchange possesses a monopoly, regulatory or otherwise, in the execution of order
flow from broker dealers'. . . .”. (20) Accordingly, the Exchange does not believe its proposed pricing changes impose 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)(ii) of the Act (21) and Rule 19b-4(f)(2) (22) 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
shall 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-MEMX-2026-09 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-MEMX-2026-09. 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 also 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-MEMX-2026-09 and should be submitted on or before May 4, 2026.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. (23)

Sherry R. Haywood, Assistant Secretary. [FR Doc. 2026-07045 Filed 4-10-26; 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 Exchange Rule 1.5(p).

(4) Market share percentage calculated as of March 30, 2026. The Exchange receives and processes data made available through
consolidated data feeds (i.e., CTS and UTDF).

(5) Id.

(6) The base rebate for executions of Added Displayed Volume is referred to by the Exchange on the Fee Schedule under the existing
description “Added displayed volume” with a Fee Code of “B”, “D” or “J”, as applicable, on execution reports.

(7) As set forth on the Fee Schedule, “ADAV” means the average daily added volume calculated as the number of shares added per
day, which is calculated on a monthly basis.

(8) A “Retail Order” means an agency or riskless principal order that meets the criteria of FINRA Rule 5320.03 that originates
from a natural person and is submitted to the Exchange by a Retail Member Organization (“RMO”), provided that no change is
made to the terms of the order with respect to price or side of market and the order does not originate from a trading algorithm
or any other computerized methodology. See Exchange Rule 11.21(a).

(9) As set forth on the Fee Schedule, “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.

(10) The pricing for Liquidity Provision Tier 4 is referred to by the Exchange on the Fee Schedule under the existing description,
“Added displayed volume, Liquidity Provision Tier 4” with a Fee Code of “B4”, “D4”, or “J4”, as applicable, to be provided
by the Exchange on the monthly invoices provided to Members.

(11) The pricing for the proposed new Sub-Dollar Retail Liquidity Removal Tier is referred to by the Exchange on the Fee Schedule
under the new description “Sub-Dollar Retail Liquidity Removal Tier 1” with a Fee Code of “Rr1B” on monthly invoices provided
to Members.

(12) See, e.g., the NYSE Arca Equities Fees and Charges (available at https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Marketplace_Fees.pdf), which shows a Sub-Dollar Retail Day Remove Tier, whereby members of NYSE Arca are charged a reduced fee of 0.20% of the
total dollar value for executions of securities priced below $1.00 per share for firms that qualify for such tier by achieving
certain specified volume thresholds.

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

(14) 15 U.S.C. 78f(b)(4) and (5).

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

(16) See supra note 12.

(17) 15 U.S.C. 78f(b)(4) and (5).

(18) See supra note 15.

(19) Id.

(20) 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-NYSE-2006-21)).

(21) 15 U.S.C. 78s(b)(3)(A)(ii).

(22) 17 CFR 240.19b-4(f)(2).

(23) 17 CFR 200.30-3(a)(12).

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