NYSE Arca Rule Filing SR-NYSEARCA-2026-23: Fee Increase for Tape B Securities

12457 15 U.S.C. 78s(b)(1). 15 U.S.C. 78a. 17 CFR 240.19b–4. See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (File No. S7–10–04) (Final Rule) (‘‘Regulation NMS’’). See Securities Exchange Act Release No. 61358, 75 FR 3594, 3597 (January 21, 2010) (File No. S7– 02–10) (Concept Release on Equity Market Structure). See Cboe U.S Equities Market Volume Summary, available at https://markets.cboe.com/us/ equities/marketshare. See generally https:// www.sec.gov/fast-answers/ divisionsmarketregmrexchangesshtml.html. See FINRA ATS Transparency Data, available at https://otctransparency.finra.org/otctransparency/ AtsIssueData. A list of alternative trading systems registered with the Commission is available at https://www.sec.gov/foia/docs/atslist.htm. See Cboe Global Markets U.S. Equities Market Volume Summary, available at http:// markets.cboe.com/us/equities/marketshare/. See id. See Fee Schedule, Section III. Standard Rates— Transactions (applicable when Tier Rates do not apply). SECURITIES AND EXCHANGE COMMISSION [Release No. 34–104960; File No. SR– NYSEARCA–2026–23] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the NYSE Arca Equities Fees and Charges March 10, 2026. Pursuant to Section 19(b)(1)of the Securities Exchange Act of 1934 (‘‘Act’’)and Rule 19b–4 thereunder, notice is hereby given that on March 2, 2026, NYSE Arca, Inc. (‘‘NYSE Arca’’ or the ‘‘Exchange’’) 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 The Exchange proposes to amend the NYSE Arca Equities Fees and Charges (‘‘Fee Schedule’’) by increasing the fee for executions of orders that remove liquidity from the Exchange in Tape B securities priced at or above $1.00 per share in Tier 1, Tier 2, Tier 3, Tier 4 and Tier 6 under the Adding Tiers pricing table. The proposed rule change is available on the Exchange’s website at www.nyse.com, 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 self-regulatory organization 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 those 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 parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the Fee Schedule by increasing the fee for executions of orders that remove liquidity from the Exchange in Tape B securities priced at or above $1.00 per share in Tier 1, Tier 2, Tier 3, Tier 4 and Tier 6 under the Adding Tiers pricing table (‘‘Removed Tape B Volume’’). The Exchange proposes to implement the fee change effective March 2, 2026. Background The Exchange operates in a highly competitive market. The Commission has repeatedly expressed its 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.’’ While Regulation NMS has enhanced competition, it has also fostered a ‘‘fragmented’’ market structure where trading in a single stock can occur across multiple trading centers. When multiple trading centers compete for order flow in the same stock, the Commission has recognized that ‘‘such competition can lead to the fragmentation of order flow in that stock.’’Indeed, equity trading is currently dispersed across 17 exchanges,numerous alternative trading systems,and broker-dealer internalizers and wholesalers, all competing for order flow. Based on publicly available information, no single exchange currently has more than 20% market share.Therefore, no exchange possesses significant pricing power in the execution of equity order flow. More specifically, the Exchange currently has less than 15% market share of executed volume of equities trading. The Exchange believes that the ever- shifting market share among the exchanges from month to month demonstrates that market participants can move order flow, or discontinue or reduce use of certain categories of products. While it is not possible to know a firm’s reason for shifting order flow, the Exchange believes that one such reason is because of fee changes at any of the registered exchanges or non- exchange venues to which a firm routes order flow. Accordingly, competitive forces constrain exchange transaction fees and credits because market participants can readily trade on competing venues if they deem pricing levels at those other venues to be more favorable. Proposed Rule Change Currently, under Adding Tier 1, Adding Tier 2, Adding Tier 3, Adding Tier 4 and Adding Tier 6 in Section VII. Tier Rates—Round Lots and Odd Lots (Per Share Price $1.00 or Above) of the Fee Schedule, the Exchange charges a standard fee of $0.0029 per share for execution of Removed Tape B Volume. The Exchange now proposes to increase the standard fee for executions of Removed Tape B Volume under Adding Tier 1, Adding Tier 2, Adding Tier 3, Adding Tier 4 and Adding Tier 6 to $0.0030 per share, which is the standard rate the Exchange charges for removing liquidity.To reflect the fee change on the Fee Schedule, the Exchange proposes to remove the column titled ‘‘Removing Liquidity in Tape B’’ and the corresponding fee amount from the Adding Tiers pricing table. The purpose of increasing the standard fee for executions of Removed Tape B Volume is for business and competitive reasons, as the Exchange believes that increasing such fee as proposed would generate additional revenue to offset some of the costs associated with the Exchange’s current pricing structure, which provides various rebates for liquidity-adding orders, and the Exchange’s operations generally, in a manner that is still consistent with the Exchange’s overall pricing philosophy of encouraging VerDate Sep<11>2014 18:26 Mar 12, 2026 Jkt 268001 PO 00000 Frm 00119 Fmt 4703 Sfmt 4703 E:\FR\FM\13MRN1.SGM 13MRN1

12458 See, e.g., the Cboe EDGX equities fee schedule on its public website (available at https:// www.cboe.com/us/equities/membership/fee_ schedule/edgx/), which reflects a standard fee of $0.0030 per share for executions of orders in Tape B securities priced at or above $1.00 per share that remove liquidity; see also the Cboe BZX equities fee schedule on its public website (available at https:// www.cboe.com/us/equities/membership/fee_ schedule/bzx/) which reflects a standard fee of $0.0030 per share for executions of orders in Tape B securities priced at or above $1.00 per share that remove liquidity. 15 U.S.C. 78f(b). 15 U.S.C. 78f(b)(4) and (5). See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). See supra, note 11. 15 U.S.C. 78f(b)(4) and (5). 15 U.S.C. 78f(b)(8). added liquidity. The Exchange notes that despite the increase proposed herein, the proposed standard fee for executions of Removed Tape B Volume remains in line with the standard fees charged by other exchanges for executions of Removed Tape B Volume.The Exchange is not proposing to change the fee charged for executions of Removed Tape B Volume in securities priced below $1.00 per share. The proposed changes are not otherwise intended to address any other issues, and the Exchange is not aware of any significant problems that market participants would have in complying with the proposed changes. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act,in particular, because it provides for the equitable allocation of reasonable dues, fees, and other charges among its members, issuers and other persons using its facilities and does not unfairly discriminate 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 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.’’ 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 or reduce use of certain categories of products, in response to new or different pricing structures being introduced into the market. Accordingly, competitive forces reasonably constrain exchange transaction fees and credits that relate to orders that would provide and remove liquidity on an exchange. Stated otherwise, changes to exchange transaction fees and credits can have a direct effect on the ability of an exchange to compete for order flow. The Exchange believes that the proposed rule change to increase the standard fee charged for executions of Removed Tape B Volume is reasonable because it represents only a modest increase from the current standard fee charged for executions of Removed Tape B Volume on other exchanges.The Exchange also believes the proposed standard fee charged for executions of Removed Tape B Volume is equitable and not unfairly discriminatory, as such fee will apply equally to all ETP Holders. The Exchange believes that the proposal does not permit unfair discrimination because the proposed fee change would impact all similarly situated ETP Holders and all ETP Holders would be subject to the same fee for removing liquidity in Tape B securities under the Adding Tiers pricing table. Accordingly, no ETP Holder already operating on the Exchange would be disadvantaged by the proposed allocation of fees under the proposal. The Exchange further believes that the proposed fee change would not permit unfair discrimination among ETP Holders because the general and tiered rates as stated on the Fee Schedule are and will continue to be available equally to all ETP Holders. 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 Actin 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. For the foregoing reasons, the Exchange believes that the proposal is consistent with the Act. B. Self-Regulatory Organization’s Statement on Burden on Competition In accordance with Section 6(b)(8) of the Act,the Exchange believes that the proposed rule change would not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. To the contrary, the proposed fee change is designed to enhance the Exchange’s competitiveness with other venues, as described above. In this context, the Exchange does not believe that the proposed fees would burden competition on competing venues or their participants. Intramarket Competition. The Exchange believes the proposed amendments to its Fee Schedule would not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange does not believe that the proposed change represents a significant departure from previous pricing offered by the Exchange or its competitors. Instead, the Exchange believes that the proposed changes would encourage the submission of additional liquidity to a public exchange, thereby promoting price discovery and transparency and enhancing order execution opportunities for ETP Holders. Greater overall order flow, trading opportunities, and pricing transparency would benefit all market participants on the Exchange by enhancing market quality and would continue to encourage ETP Holders to send their orders to the Exchange, thereby contributing towards a robust and well- balanced market ecosystem. The proposed fee would be charged to all similarly situated market participants, and, as such, the proposed rule change would not impose a disparate burden on competition among market participants on the Exchange. Intermarket Competition. The Exchange operates in a highly competitive market in which 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 noted above, the Exchange’s market share of intraday trading (i.e., excluding auctions) is VerDate Sep<11>2014 18:26 Mar 12, 2026 Jkt 268001 PO 00000 Frm 00120 Fmt 4703 Sfmt 4703 E:\FR\FM\13MRN1.SGM 13MRN1

12459 15 U.S.C. 78s(b)(3)(A)(ii). 17 CFR 240.19b–4. 17 CFR 200.30–3(a)(12). 15 U.S.C. 78s(b)(1). 17 CFR 240.19b–4. 15 U.S.C. 78s(b)(3)(A)(iii). 17 CFR 240.19b–4(f)(6). currently less than 15%. In such an environment, the Exchange must continually adjust its fees and rebates to remain competitive with other exchanges and with off-exchange venues. Because competitors are free to modify their own fees and credits in response, and because market participants may readily adjust their order routing practices, the Exchange does not believe its proposed fee changes imposes any burden on intermarket competition. The Exchange believes that the proposed fee change may promote competition between the Exchange and other execution venues, including those that currently offer similar order types and comparable transaction pricing, by encouraging additional orders to be sent to the Exchange for execution. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Pursuant to Section 19(b)(3)(A)(ii) of the Act,and Rule 19b–4(f)(2) thereunderthe Exchange has designated this proposal as establishing or changing a due, fee, or other charge imposed on any person, whether or not the person is a member of the self- regulatory organization, which renders the proposed rule change effective upon filing. 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. 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– NYSEARCA–2026–23 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–NYSEARCA–2026–23. 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–NYSEARCA–2026–23 and should be submitted on or before April 3, 2026. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2026–04897 Filed 3–12–26; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–104958; File No. SR– CboeBYX–2026–005] Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 11.24 To Allow a Retail Member Organization To Enter a Retail Order Onto the Exchange in a Principal Capacity March 10, 2026. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),and Rule 19b–4 thereunder, notice is hereby given that on February 23, 2026, Cboe BYX Exchange, Inc. (the ‘‘Exchange’’ or ‘‘BYX’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Exchange filed the proposal as a ‘‘non-controversial’’ proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Actand Rule 19b–4(f)(6) thereunder.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 BYX Exchange, Inc. (the ‘‘Exchange’’ or ‘‘BYX’’) proposes to (i) amend Rule 11.24(a)(2), to allow a Retail Member Organization to enter a Retail Order onto the Exchange in a principal capacity, provided the requirements of proposed Rule 11.24(h) are satisfied; (ii) codify in proposed new Rule 11.24(h) additional requirements a Retail Member Organization must comply with in order to enter Retail Orders as principal; and (iii) amend Rule 11.24(b)(6) to require that Retail Member Organizations have in place policies and procedures reasonably designed to ensure compliance with proposed Rule 11.24(h), as well as to ensure that the Retail Member Organization can, upon request by the Exchange, produce documentation evidencing compliance with the requirements of Rule 11.24(h). 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. VerDate Sep<11>2014 18:26 Mar 12, 2026 Jkt 268001 PO 00000 Frm 00121 Fmt 4703 Sfmt 4703 E:\FR\FM\13MRN1.SGM 13MRN1