NYSE Arca Options Fee Schedule Modification Proposal

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1. Text of the Proposed Rule Change(a) Pursuant to the provisions of Section 19(b)(1) of the Securities Exchange Act of1934 (the “Act”)and Rule 19b-4 thereunder,NYSE Arca, Inc. (“NYSE Arca”or the “Exchange”) proposes to modify the NYSE Arca Options Fee Schedule(“Fee Schedule”) regarding fees and rebates applicable to Non-Customers andFloor Brokers.A notice of the proposed rule change for publication in the Federal Register isattached hereto as Exhibit 1, and the text of the proposed rule change is attachedas Exhibit 5.(b) The Exchange does not believe that the proposed rule change will have any directeffect, or any significant indirect effect, on any other Exchange rule in effect atthe time of this filing.(c) Not applicable.2. Procedures of the Self-Regulatory OrganizationSenior management has approved the proposed rule change pursuant to authoritydelegated to it by the Board of the Exchange. No further action is required under theExchange’s governing documents. Therefore, the Exchange’s internal procedures withrespect to the proposed rule change are complete.The persons on the Exchange staff prepared to respond to questions and comments on theproposed rule change are:Le-Anh BuiSenior CounselNYSE Group, Inc.(02) 661-David De GregorioAssociate General CounselNYSE Group, Inc.(212) 656-3. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, theProposed Rule Change(a) PurposeThe purpose of this filing is to amend the Fee Schedule to modify fees and rebatesapplicable to Non-Customersand Floor Brokers. Specifically, the Exchange proposes to(1) extend a current surcharge that applies to certain electronic complex orders to Manual15 U.S.C. 78s(b)(1).The Fee Schedule refers to Firms, Broker Dealers, and Market Makers collectively as “Non-Customers.”See NYSE Arca OPTIONS: TRADE-RELATED CHARGES FOR STANDARD OPTIONS. complex orders, and (2) establish a rebate payable to Floor Broker orders that trade with aMarket Maker order on the Trading Floor. The Exchange proposes the fee change to beeffective March 10, 2026.The Exchange currently applies a $0.12 per contract surcharge to any electronic Non-Customer Complex Order that executes against a Customer Complex Order (the “Non-Customer Complex Surcharge”). The Non-Customer Complex Surcharge is consistentwith surcharges imposed by other options exchanges.The Non-Customer ComplexSurcharge is denoted with an “” in the transaction fee table in the Electronic ComplexOrder Executions section of the Fee Schedule.The Exchange proposes to extend the Non-Customer Complex Surcharge to also apply toany Non-Customer Manual complex order that executes against a Customer Manualcomplex order.To effect this change, the Exchange proposes to adopt a new Endnote 18that would be appended to Order Types LMM and NYSE Arca Market Maker in thesection of the Fee Schedule titled “TRANSACTION FEE FOR MANUALEXECUTIONS - PER CONTRACT” and replace the “” currently denoting the Non-Customer Complex Surcharge. The Exchange also proposes to delete the text definingthe Non-Customer Complex Surcharge in the “*” and move it to new Endnote 18, withrevisions to specify that it would apply to both electronic and Manual complex orders. InEndnote 18, the Exchange also proposes to specify that, for purposes of the Non-Customer Complex Surcharge as applicable to Manual executions, interest from theTrading Crowd is considered “Non-Customer.”Finally, the Exchange proposes achange to the heading of the pricing table titled “Discount on Non-Customer ComplexSurcharge” by adding the words “for Electronic Executions” to clarify that such discountswould not apply to Manual complex orders. The proposed changes with respect to theNon-Customer Complex Surcharge, as applicable to electronic executions, are intendedonly to clarify the application of the existing fee, rather than to make any substantivechanges.The Exchange previously filed to amend the Fee Schedule on January 2, 2026 (SR-NYSEARCA-2026-02),then withdrew such filing and amended the Fee Schedule on January 16, 2026 (SR-NYSEARCA-2026-05),and then withdrew such filing and amended the Fee Schedule on January 28, 2026 (SR-NYSEARCA-2026-07), which latter filing the Exchange withdrew on March 10, 2026.See, e.g., NYSE American Options Fee Schedule, Section I.A. (Rates for Options transactions), footnote 5(assessing $0.12 per contract surcharge to any Electronic Non-Customer Complex Order that executesagainst a Customer Complex Order); MIAX Options Fee Schedule, Sections 1)a)i)-ii) (assessing a $0.12per contract surcharge for trading against a Priority Customer Complex Order for Penny and Non-Pennyclasses).A complex order, for purposes of this proposed change, is any order other than an order to purchase or sellcontracts in a single listed option series.The Exchange also proposes that Endnote 18 would reflect that manual transactions in MXEA and MXEFare not subject to the Non-Customer Complex Surcharge. See Securities Exchange Act Release No.104926 (March 4, 2026), 91 FR 11365 (March 9, 2026) (Notice of Filing and Immediate Effectiveness of aProposed Rule Change To Modify the NYSE Arca Options Fee Schedule To Adopt Fees for Trading inOptions Overlying the MSCI EAFE Index and the MSCI Emerging Markets Index).

The Exchange also proposes to establish a rebate of $0.20 per contract payable to FloorBroker orders that trade with Market Maker orders on the Trading Floor. For FloorBrokers that participate in the FB Prepay Program, the proposed rebate would apply inlieu of any rebates earned through the Manual Billable Rebate Program as provided in theFee Schedule. The Exchange proposes to add new text describing this rebate to Endnote17.The Exchange believes that the proposed rebate would continue to incentivize FloorBrokers to participate on the Trading Floor, including when the counterparty to suchtrading is a Market Maker. In addition, although the proposed change to the Non-Customer Complex Surcharge would increase the fee for Non-Customer Manual complexorders that trade with Customer Manual complex orders, the Exchange believes theproposed change to extend the Non-Customer Complex Surcharge to Manual transactionsand the proposed Floor Broker rebate would, on balance, not discourage Non-Customersto continue to participate in transactions on the Trading Floor, thereby promoting tradingopportunities and competition on the Trading Floor to the benefit of all marketparticipants.(b) Statutory BasisThe Exchange believes that the proposed rule change is consistent with Section 6(b) ofthe Act,in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act,inparticular, because it provides for the equitable allocation of reasonable dues, fees, andother charges among its members, issuers and other persons using its facilities and doesnot unfairly discriminate between customers, issuers, brokers or dealers.The Proposed Rule Change is ReasonableThe Exchange operates in a highly competitive market. The Commission has repeatedlyexpressed its preference for competition over regulatory intervention in determiningprices, products, and services in the securities markets. In Regulation NMS, theCommission highlighted the importance of market forces in determining prices and SROrevenues and, also, recognized that current regulation of the market system “has beenremarkably successful in promoting market competition in its broader forms that are mostimportant to investors and listed companies.”There are currently 18 registered options exchanges competing for order flow. Based onpublicly-available information, and excluding index-based options, no single exchangehas more than 16% of the market share of executed volume of multiply-listed equity and15 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) (S7-10-04) (“Reg NMS Adopting Release”).

ETF options trades.Therefore, currently no exchange possesses significant pricingpower in the execution of multiply-listed equity and ETF options order flow. Morespecifically, in January 2026, the Exchange had 10.39% market share of executed volumeof multiply-listed equity and ETF options trades.In such a low-concentrated and highlycompetitive market, no single options exchange possesses significant pricing power in theexecution of options order flow. Within this environment, market participants can freelyand often do shift their order flow among the Exchange and competing venues inresponse to changes in their respective pricing schedules.The Exchange believes that the ever-shifting market share among the exchanges frommonth to month demonstrates that market participants can shift order flow or discontinueor reduce use of certain categories of products, in response to fee changes. Accordingly,competitive forces constrain options exchange transaction fees.The Exchange believes that the proposed rebate would incentivize Floor Brokers to directadditional Manual orders to the Exchange, thereby creating more trading opportunities onthe Trading Floor for all market participants, including Market Makers. The Exchangethus believes that, despite the proposed change to extend the Non-Customer ComplexSurcharge to apply to Non-Customer Manual complex orders that trade against CustomerManual complex orders, Non-Customer market participants would not be discouragedfrom continuing to quote and trade actively on the Exchange.The Exchange believes that the proposed changes are reasonably designed to incent FloorBrokers (and other participants on the Trading Floor) to increase the number of Manualorders sent to the Exchange. Any increase in trading volume would create more tradingopportunities for all market participants and would in turn attract additional order flow tothe Exchange, further contributing to a deeper, more liquid market to the benefit of allmarket participants. The Exchange also notes that the proposed rebate is similar instructure to incentive programs for Floor Brokers offered by competing optionsexchanges.The Exchange further believes the proposed change is reasonable because it is intendedSee, e.g., BOX Exchange Fee Schedule, Section V. Manual Transaction Fees, available athttps://boxexchange.com/assets/BOX-Fee-Schedule-as-of-January-22-2026.pdf (offering Floor Brokers that submit QOO and FOO Orders a $0.20 per contract enhanced rebate for executions that trade with a FloorMarket Maker, in lieu of lesser per contract rebates also available to Floor Brokers); MIAX SapphireOptions Exchange, Section 1) c) Trading Floor Transactions, available athttps://www.miaxglobal.com/sites/default/files/fee_schedule-files/MIAX_Sapphire_Fee_Schedule_01212026_b.pdf (providing for the “Floor Broker Breakup Credit,” a $0.20 credit applicable to Floor Brokers that submit a QFO or cQFO for executions that trade with a FloorMarket Maker, instead of the $0.10 Floor Broker rebate otherwise available).

to extend the existing Non-Customer Complex Surcharge for electronic complex ordersinvolving a Non-Customer vs. a Customer to also apply to Manual complex ordersinvolving a Non-Customer vs. a Customer and is designed to offset costs associated withthe proposed Floor Broker rebate. To the extent this purpose is achieved, the Exchangebelieves that the proposed surcharge would not disincentivize Non-Customer activity onthe Trading Floor because increased order flow from Floor Brokers seeking to earn theproposed rebate would result in more opportunities to trade for all market participants.To the extent the proposed rule change continues to attract greater volume and liquidityby encouraging Floor Brokers to increase their options volume on the Exchange in aneffort to earn the proposed rebate, the Exchange believes the proposed changes wouldimprove the Exchange’s overall competitiveness and strengthen its market quality for allmarket participants. Against the backdrop of the competitive environment in which theExchange operates, the proposed rule change is a reasonable attempt by the Exchange toincrease the depth of its market and improve its market share relative to its competitors.The Proposed Rule Change is an Equitable Allocation of Credits and FeesThe Exchange believes the proposed rule change is an equitable allocation of its fees andcredits because the proposed rebate is based on the amount and type of businesstransacted on the Exchange, and Floor Brokers can try to earn the proposed rebate, or not.The Exchange also believes that the proposed surcharge is equitable because it isdesigned to balance costs associated with encouraging increased execution opportunitieson the Trading Floor, and an increase in such orders would in turn enhance tradingopportunities for all market participants. The Exchange also believes that the proposedrebate to Floor Brokers is an equitable allocation of fees and credits because it is intendedto support Floor Brokers’ role in facilitating the execution of Manual orders, whichfunction benefits all market participants on the Trading Floor.Moreover, the proposal is designed to incent participation on the Trading Floor in aneffort to make the Exchange a primary execution venue and to attract more Manualtransactions to the Exchange. To the extent that the proposed change attracts more FloorBroker orders to the Exchange, this increased order flow would continue to make theExchange a more competitive venue for, among other things, order execution. Thus, theExchange believes the proposed rule change would improve market quality for all marketparticipants on the Exchange and, as a consequence, attract more order flow to theExchange thereby improving market-wide quality and price discovery.The Proposed Rule Change is not Unfairly DiscriminatoryThe Exchange believes it is not unfairly discriminatory to extend the existing Non-Customer Complex Surcharge to apply to Non-Customer Manual complex orders thattrade against a Customer Manual complex order because the proposed change wouldapply to all Non-Customer orders equally, and as discussed above, the Exchange believesit is not unfairly discriminatory to incent order flow to the Exchange, which wouldenhance liquidity on the Exchange to the benefit of all market participants. The

Exchange also believes that the proposed rebate payable to Floor Brokers for a Manualorder that trades with a Market Maker order on the Trading Floor is not unfairlydiscriminatory because it would be available to all similarly situated market participantson an equal and non-discriminatory basis. The Exchange further believes that theproposed rebate available to Floor Brokers is not unfairly discriminatory to other marketparticipants because it is intended to encourage the role performed by Floor Brokers infacilitating the execution of orders via open outcry, a function which the Exchangewishes to support for the benefit of all market participants. In addition, although theproposed change would apply a surcharge to Non-Customer Manual complex orders thattrade with Customer Manual complex orders, the Exchange believes that Non-Customerswould not be discouraged from continuing to participate actively on the Trading Floorand would benefit from increased Manual order flow, including from Floor Brokersseeking to earn the proposed rebate, as a result of the proposed change. To the extent thatthis increased order flow attracts order flow from other market participants to the TradingFloor, the proposed rule change would improve market quality and promote additionaltrading opportunities for all market participants on the Exchange.Finally, the Exchange believes that it is subject to significant competitive forces, asdescribed below in the Exchange’s statement regarding the burden on competition.4. Self-Regulatory Organization’s Statement on Burden on CompetitionIn accordance with Section 6(b)(8) of the Act, the Exchange does not believe that theproposed rule change would impose any burden on competition that is not necessary orappropriate in furtherance of the purposes of the Act. Instead, as discussed above, theExchange believes that the proposed changes would encourage the submission ofadditional liquidity to a public exchange, thereby promoting market depth, pricediscovery and transparency and enhancing order execution opportunities for all marketparticipants. As a result, the Exchange believes that the proposed change furthers theCommission’s goal in adopting Regulation NMS of fostering integrated competitionamong orders, which promotes “more efficient pricing of individual stocks for all typesof orders, large and small.”Intramarket Competition. The proposed change is designed to attract additional order flow to the Exchange. The Exchange believes that the proposed surcharge on Non-Customer Manual complex orders that are a counterparty to Customer Manual complexorders and the proposed rebate payable to the Floor Broker orders that trade againstMarket Maker orders on the Trading Floor would encourage Floor Broker complexManual order flow and would not disincentivize Non-Customer activity on the TradingFloor. Greater liquidity benefits all market participants on the Exchange and increasedorder flow would increase opportunities for execution of other trading interest. Theproposed modifications would apply and be available to all similarly-situated marketparticipants that execute Manual transactions on the Trading Floor, and, accordingly, theSee Reg NMS Adopting Release, supra note 10, at 37499.

proposed changes would not impose a disparate burden on competition among marketparticipants on the Exchange.Intermarket Competition. The Exchange operates in a highly competitive market in which market participants can readily favor one of the other 17 competing options exchanges ifthey deem the Exchange’s fee levels to be excessive. In such an environment, theExchange must continually adjust its fees to remain competitive with other exchangesand to attract order flow to the Exchange. Based on publicly-available information, andexcluding index-based options, no single exchange has more than 16% of the marketshare of executed volume of multiply-listed equity and ETF options trades.Therefore,currently no exchange possesses significant pricing power in the execution of multiply-listed equity and ETF options order flow. More specifically, in January 2026, theExchange had 10.39% market share of executed volume of multiply-listed equity andETF options trades.The Exchange believes that the proposed rule change reflects this competitiveenvironment because it modifies the Exchange’s fees in a manner designed to continue toincent participants on the Trading Floor to direct trading interest to the Exchange, toprovide liquidity and to attract additional order flow. To the extent that Floor Brokers areencouraged to utilize the Exchange as a primary trading venue for all transactions, allExchange market participants stand to benefit from the improved market quality andincreased opportunities for price improvement. The Exchange notes that it operates in ahighly competitive market in which market participants can readily favor competingvenues. In such an environment, the Exchange must continually review, and consideradjusting, its fees and credits to remain competitive with other exchanges. For thereasons described above, the Exchange believes that the proposed rule change reflectsthis competitive environment.5. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule ChangeReceived from Members, Participants, or OthersThe Exchange has neither solicited nor received written comments on the proposed rulechange.6. Extension of Time Period for Commission ActionNot applicable.

1. Basis for Summary Effectiveness Pursuant to Section 19(b)(3) or for AcceleratedEffectiveness Pursuant to Section 19(b)(2)The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A)(ii) ofthe Actbecause it establishes a due, fee, or other charge imposed by the Exchange. Atany time within 60 days of the filing of such proposed rule change, the Commissionsummarily may temporarily suspend such rule change if it appears to the Commissionthat such action is necessary or appropriate in the public interest, for the protection ofinvestors, or otherwise in furtherance of the purposes of the Act. If the Commission takessuch action, the Commission shall institute proceedings under Section 19(b)(2)(B) of theAct to determine whether the proposed rule change should be approved or disapproved.8. Proposed Rule Change Based on Rules of Another Self-Regulatory Organization or of theCommissionThe proposed rule change is not based on the rules of another self-regulatory organizationor of the Commission.9. Security-Based Swap Submissions Filed Pursuant to Section 3C of the ActNot applicable.10. Advance Notices Filed Pursuant to Section 806(e) of the Payment, Clearing andSettlement Supervision ActNot applicable.11. ExhibitsExhibit 1 – Form of Notice of the Proposed Rule Change for Publication in the FederalRegisterExhibit 5 – Amendment to the Exchange’s Fee Schedule15 U.S.C. 78s(b)(3)(A)(ii).15 U.S.C. 78s(b)(2)(B). EXHIBIT 1SECURITIES AND EXCHANGE COMMISSION(Release No. 34- ; File No. SR-NYSEARCA-2026-28)[Date]Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectivenessof Proposed Rule Change to Modify the NYSE Arca Options Fee SchedulePursuant to Section 19(b)(1)of the Securities Exchange Act of 1934 (“Act”)and Rule19b-4 thereunder,notice is hereby given that, on March 11, 2026, NYSE Arca, Inc. (“NYSEArca” 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 Itemshave been prepared by the self-regulatory organization. The Commission is publishing thisnotice to solicit comments on the proposed rule change from interested persons.I. Self-Regulatory Organization’s Statement of the Terms of Substance of the ProposedRule ChangeThe Exchange proposes to modify the NYSE Arca Options Fee Schedule (“FeeSchedule”) regarding fees and rebates applicable to Non-Customers and Floor Brokers. Theproposed rule change is available on the Exchange’s website at www.nyse.com, at the principaloffice of the Exchange, and at the Commission’s Public Reference Room.II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, theProposed Rule ChangeIn its filing with the Commission, the self-regulatory organization included statementsconcerning the purpose of, and basis for, the proposed rule change and discussed any comments15 U.S.C. 78s(b)(1).15 U.S.C. 78a.

it received on the proposed rule change. The text of those statements may be examined at theplaces specified in Item IV below. The Exchange has prepared summaries, set forth in sectionsA, B, and C below, of the most significant parts of such statements.A. Self-Regulatory Organization’s Statement of the Purpose of, and the StatutoryBasis for, the Proposed Rule Change1. PurposeThe purpose of this filing is to amend the Fee Schedule to modify fees and rebatesapplicable to Non-Customersand Floor Brokers. Specifically, the Exchange proposes to (1)extend a current surcharge that applies to certain electronic complex orders to Manual complexorders, and (2) establish a rebate payable to Floor Broker orders that trade with a Market Makerorder on the Trading Floor. The Exchange proposes the fee change to be effective March 10,2026.The Exchange currently applies a $0.12 per contract surcharge to any electronic Non-Customer Complex Order that executes against a Customer Complex Order (the “Non-CustomerComplex Surcharge”). The Non-Customer Complex Surcharge is consistent with surchargesimposed by other options exchanges.The Non-Customer Complex Surcharge is denoted withan “*” in the transaction fee table in the Electronic Complex Order Executions section of the FeeSchedule.The Fee Schedule refers to Firms, Broker Dealers, and Market Makers collectively as “Non-Customers.”See NYSE Arca OPTIONS: TRADE-RELATED CHARGES FOR STANDARD OPTIONS.The Exchange previously filed to amend the Fee Schedule on January 2, 2026 (SR-NYSEARCA-2026-02),then withdrew such filing and amended the Fee Schedule on January 16, 2026 (SR-NYSEARCA-2026-05),and then withdrew such filing and amended the Fee Schedule on January 28, 2026 (SR-NYSEARCA-2026-07), which latter filing the Exchange withdrew on March 10, 2026.See, e.g., NYSE American Options Fee Schedule, Section I.A. (Rates for Options transactions), footnote 5(assessing $0.12 per contract surcharge to any Electronic Non-Customer Complex Order that executesagainst a Customer Complex Order); MIAX Options Fee Schedule, Sections 1)a)i)-ii) (assessing a $0.12per contract surcharge for trading against a Priority Customer Complex Order for Penny and Non-Pennyclasses).

The Exchange proposes to extend the Non-Customer Complex Surcharge to also apply toany Non-Customer Manual complex order that executes against a Customer Manual complexorder.To effect this change, the Exchange proposes to adopt a new Endnote 18 that would beappended to Order Types LMM and NYSE Arca Market Maker in the section of the FeeSchedule titled “TRANSACTION FEE FOR MANUAL EXECUTIONS - PER CONTRACT”and replace the “” currently denoting the Non-Customer Complex Surcharge. The Exchangealso proposes to delete the text defining the Non-Customer Complex Surcharge in the “” andmove it to new Endnote 18, with revisions to specify that it would apply to both electronic andManual complex orders. In Endnote 18, the Exchange also proposes to specify that, for purposesof the Non-Customer Complex Surcharge as applicable to Manual executions, interest from theTrading Crowd is considered “Non-Customer.”Finally, the Exchange proposes a change to theheading of the pricing table titled “Discount on Non-Customer Complex Surcharge” by addingthe words “for Electronic Executions” to clarify that such discounts would not apply to Manualcomplex orders. The proposed changes with respect to the Non-Customer Complex Surcharge,as applicable to electronic executions, are intended only to clarify the application of the existingfee, rather than to make any substantive changes.The Exchange also proposes to establish a rebate of $0.20 per contract payable to FloorBroker orders that trade with Market Maker orders on the Trading Floor. For Floor Brokers thatparticipate in the FB Prepay Program, the proposed rebate would apply in lieu of any rebatesA complex order, for purposes of this proposed change, is any order other than an order to purchase or sellcontracts in a single listed option series.The Exchange also proposes that Endnote 18 would reflect that manual transactions in MXEA and MXEFare not subject to the Non-Customer Complex Surcharge. See Securities Exchange Act Release No.104926 (March 4, 2026), 91 FR 11365 (March 9, 2026) (Notice of Filing and Immediate Effectiveness of aProposed Rule Change To Modify the NYSE Arca Options Fee Schedule To Adopt Fees for Trading inOptions Overlying the MSCI EAFE Index and the MSCI Emerging Markets Index).

earned through the Manual Billable Rebate Program as provided in the Fee Schedule. TheExchange proposes to add new text describing this rebate to Endnote 17.The Exchange believes that the proposed rebate would continue to incentivize FloorBrokers to participate on the Trading Floor, including when the counterparty to such trading is aMarket Maker. In addition, although the proposed change to the Non-Customer ComplexSurcharge would increase the fee for Non-Customer Manual complex orders that trade withCustomer Manual complex orders, the Exchange believes the proposed change to extend theNon-Customer Complex Surcharge to Manual transactions and the proposed Floor Broker rebatewould, on balance, not discourage Non-Customers to continue to participate in transactions onthe Trading Floor, thereby promoting trading opportunities and competition on the Trading Floorto the benefit of all market participants.2. Statutory BasisThe Exchange believes that the proposed rule change is consistent with Section 6(b) ofthe Act,in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act,inparticular, because it provides for the equitable allocation of reasonable dues, fees, and othercharges among its members, issuers and other persons using its facilities and does not unfairlydiscriminate between customers, issuers, brokers or dealers.The Proposed Rule Change is ReasonableThe Exchange operates in a highly competitive market. The Commission has repeatedlyexpressed its preference for competition over regulatory intervention in determining prices,products, and services in the securities markets. In Regulation NMS, the Commission15 U.S.C. 78f(b).15 U.S.C. 78f(b)(4) and (5).

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 inpromoting market competition in its broader forms that are most important to investors and listedcompanies.”There are currently 18 registered options exchanges competing for order flow. Based onpublicly-available information, and excluding index-based options, no single exchange has morethan 16% of the market share of executed volume of multiply-listed equity and ETF optionstrades.Therefore, currently no exchange possesses significant pricing power in the executionof multiply-listed equity and ETF options order flow. More specifically, in January 2026, theExchange had 10.39% market share of executed volume of multiply-listed equity and ETFoptions trades.In such a low-concentrated and highly competitive market, no single optionsexchange possesses significant pricing power in the execution of options order flow. Within thisenvironment, market participants can freely and often do shift their order flow among theExchange and competing venues in response to changes in their respective pricing schedules.The Exchange believes that the ever-shifting market share among the exchanges frommonth to month demonstrates that market participants can shift order flow or discontinue orreduce use of certain categories of products, in response to fee changes. Accordingly,competitive forces constrain options exchange transaction fees.See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (S7-10-04) (“Reg NMS Adopting Release”).

The Exchange believes that the proposed rebate would incentivize Floor Brokers to directadditional Manual orders to the Exchange, thereby creating more trading opportunities on theTrading Floor for all market participants, including Market Makers. The Exchange thus believesthat, despite the proposed change to extend the Non-Customer Complex Surcharge to apply toNon-Customer Manual complex orders that trade against Customer Manual complex orders,Non-Customer market participants would not be discouraged from continuing to quote and tradeactively on the Exchange.The Exchange believes that the proposed changes are reasonably designed to incent FloorBrokers (and other participants on the Trading Floor) to increase the number of Manual orderssent to the Exchange. Any increase in trading volume would create more trading opportunitiesfor all market participants and would in turn attract additional order flow to the Exchange,further contributing to a deeper, more liquid market to the benefit of all market participants. TheExchange also notes that the proposed rebate is similar in structure to incentive programs forFloor Brokers offered by competing options exchanges.The Exchange further believes the proposed change is reasonable because it is intendedto extend the existing Non-Customer Complex Surcharge for electronic complex ordersinvolving a Non-Customer vs. a Customer to also apply to Manual complex orders involving aNon-Customer vs. a Customer and is designed to offset costs associated with the proposed FloorBroker rebate. To the extent this purpose is achieved, the Exchange believes that the proposedSee, e.g., BOX Exchange Fee Schedule, Section V. Manual Transaction Fees, available athttps://boxexchange.com/assets/BOX-Fee-Schedule-as-of-January-22-2026.pdf (offering Floor Brokers that submit QOO and FOO Orders a $0.20 per contract enhanced rebate for executions that trade with aFloor Market Maker, in lieu of lesser per contract rebates also available to Floor Brokers); MIAX SapphireOptions Exchange, Section 1) c) Trading Floor Transactions, available athttps://www.miaxglobal.com/sites/default/files/fee_schedule-files/MIAX_Sapphire_Fee_Schedule_01212026_b.pdf (providing for the “Floor Broker Breakup Credit,” a $0.20 credit applicable to Floor Brokers that submit a QFO or cQFO for executions that trade with a FloorMarket Maker, instead of the $0.10 Floor Broker rebate otherwise available).

surcharge would not disincentivize Non-Customer activity on the Trading Floor becauseincreased order flow from Floor Brokers seeking to earn the proposed rebate would result inmore opportunities to trade for all market participants.To the extent the proposed rule change continues to attract greater volume and liquidityby encouraging Floor Brokers to increase their options volume on the Exchange in an effort toearn the proposed rebate, the Exchange believes the proposed changes would improve theExchange’s overall competitiveness and strengthen its market quality for all market participants.Against the backdrop of the competitive environment in which the Exchange operates, theproposed rule change is a reasonable attempt by the Exchange to increase the depth of its marketand improve its market share relative to its competitors.The Proposed Rule Change is an Equitable Allocation of Credits and FeesThe Exchange believes the proposed rule change is an equitable allocation of its fees andcredits because the proposed rebate is based on the amount and type of business transacted on theExchange, and Floor Brokers can try to earn the proposed rebate, or not. The Exchange alsobelieves that the proposed surcharge is equitable because it is designed to balance costsassociated with encouraging increased execution opportunities on the Trading Floor, and anincrease in such orders would in turn enhance trading opportunities for all market participants.The Exchange also believes that the proposed rebate to Floor Brokers is an equitable allocationof fees and credits because it is intended to support Floor Brokers’ role in facilitating theexecution of Manual orders, which function benefits all market participants on the Trading Floor.Moreover, the proposal is designed to incent participation on the Trading Floor in aneffort to make the Exchange a primary execution venue and to attract more Manual transactionsto the Exchange. To the extent that the proposed change attracts more Floor Broker orders to the

Exchange, this increased order flow would continue to make the Exchange a more competitivevenue for, among other things, order execution. Thus, the Exchange believes the proposed rulechange would improve market quality for all market participants on the Exchange and, as aconsequence, attract more order flow to the Exchange thereby improving market-wide qualityand price discovery.The Proposed Rule Change is not Unfairly DiscriminatoryThe Exchange believes it is not unfairly discriminatory to extend the existing Non-Customer Complex Surcharge to apply to Non-Customer Manual complex orders that tradeagainst a Customer Manual complex order because the proposed change would apply to all Non-Customer orders equally, and as discussed above, the Exchange believes it is not unfairlydiscriminatory to incent order flow to the Exchange, which would enhance liquidity on theExchange to the benefit of all market participants. The Exchange also believes that the proposedrebate payable to Floor Brokers for a Manual order that trades with a Market Maker order on theTrading Floor is not unfairly discriminatory because it would be available to all similarly situatedmarket participants on an equal and non-discriminatory basis. The Exchange further believesthat the proposed rebate available to Floor Brokers is not unfairly discriminatory to other marketparticipants because it is intended to encourage the role performed by Floor Brokers infacilitating the execution of orders via open outcry, a function which the Exchange wishes tosupport for the benefit of all market participants. In addition, although the proposed changewould apply a surcharge to Non-Customer Manual complex orders that trade with CustomerManual complex orders, the Exchange believes that Non-Customers would not be discouragedfrom continuing to participate actively on the Trading Floor and would benefit from increasedManual order flow, including from Floor Brokers seeking to earn the proposed rebate, as a result

of the proposed change. To the extent that this increased order flow attracts order flow fromother market participants to the Trading Floor, the proposed rule change would improve marketquality and promote additional trading opportunities for all market participants on the Exchange.Finally, the Exchange believes that it is subject to significant competitive forces, asdescribed below in the Exchange’s statement regarding the burden on competition.B. Self-Regulatory Organization’s Statement on Burden on CompetitionIn accordance with Section 6(b)(8) of the Act, the Exchange does not believe that theproposed rule change would impose any burden on competition that is not necessary orappropriate in furtherance of the purposes of the Act. Instead, as discussed above, the Exchangebelieves that the proposed changes would encourage the submission of additional liquidity to apublic exchange, thereby promoting market depth, price discovery and transparency andenhancing order execution opportunities for all market participants. As a result, the Exchangebelieves that the proposed change furthers the Commission’s goal in adopting Regulation NMSof fostering integrated competition among orders, which promotes “more efficient pricing ofindividual stocks for all types of orders, large and small.”Intramarket Competition. The proposed change is designed to attract additional order flow to the Exchange. The Exchange believes that the proposed surcharge on Non-CustomerManual complex orders that are a counterparty to Customer Manual complex orders and theproposed rebate payable to the Floor Broker orders that trade against Market Maker orders on theTrading Floor would encourage Floor Broker complex Manual order flow and would notdisincentivize Non-Customer activity on the Trading Floor. Greater liquidity benefits all marketparticipants on the Exchange and increased order flow would increase opportunities forSee Reg NMS Adopting Release, supra note 11, at 37499.

execution of other trading interest. The proposed modifications would apply and be available toall similarly-situated market participants that execute Manual transactions on the Trading Floor,and, accordingly, the proposed changes would not impose a disparate burden on competitionamong market participants on the Exchange.Intermarket Competition. The Exchange operates in a highly competitive market in which market participants can readily favor one of the other 17 competing options exchanges if theydeem the Exchange’s fee levels to be excessive. In such an environment, the Exchange mustcontinually adjust its fees to remain competitive with other exchanges and to attract order flow tothe Exchange. Based on publicly-available information, and excluding index-based options, nosingle exchange has more than 16% of the market share of executed volume of multiply-listedequity and ETF options trades.Therefore, currently no exchange possesses significant pricingpower in the execution of multiply-listed equity and ETF options order flow. More specifically,in January 2026, the Exchange had 10.39% market share of executed volume of multiply-listedequity and ETF options trades.The Exchange believes that the proposed rule change reflects this competitiveenvironment because it modifies the Exchange’s fees in a manner designed to continue to incentparticipants on the Trading Floor to direct trading interest to the Exchange, to provide liquidityand to attract additional order flow. To the extent that Floor Brokers are encouraged to utilizethe Exchange as a primary trading venue for all transactions, all Exchange market participantsstand to benefit from the improved market quality and increased opportunities for price

improvement. The Exchange notes that it operates in a highly competitive market in whichmarket participants can readily favor competing venues. In such an environment, the Exchangemust continually review, and consider adjusting, its fees and credits to remain competitive withother exchanges. For the reasons described above, the Exchange believes that the proposed rulechange reflects this competitive environment.C. Self-Regulatory Organization’s Statement on Comments on the Proposed RuleChange Received from Members, Participants, or OthersNo 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 ActionPursuant to Section 19(b)(3)(A)(ii) of the Act,and Rule 19b-4(f)(2) thereundertheExchange has designated this proposal as establishing or changing a due, fee, or other chargeimposed on any person, whether or not the person is a member of the self-regulatoryorganization, which renders the proposed rule change effective upon filing. At any time within60 days of the filing of the proposed rule change, the Commission summarily may temporarilysuspend such rule change if it appears to the Commission that such action is necessary orappropriate in the public interest, for the protection of investors, or otherwise in furtherance ofthe purposes of the Act.IV. Solicitation of CommentsInterested persons are invited to submit written data, views and arguments concerning theforegoing, including whether the proposed rule change is consistent with the Act. Commentsmay be submitted by any of the following methods:15 U.S.C. 78s(b)(3)(A)(ii).

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-2026-28 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-2026-28. This file numbershould be included on the subject line if email is used. To help the Commission process andreview your comments more efficiently, please use only one method. The Commission will postall 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 theExchange. Do not include personal identifiable information in submissions; you should submitonly information that you wish to make available publicly. We may redact in part or withholdentirely from publication submitted material that is obscene or subject to copyright protection.All submissions should refer to file number SR-NYSEARCA-2026-28 and should be submittedon or before [INSERT DATE 21 DAYS AFTER DATE OF PUBLICATION IN THE FEDERAL REGISTER]. For the Commission, by the Division of Trading and Markets, pursuant to delegatedauthority.17 CFR 200.30-3(a)(12).

Sherry R. Haywood,Assistant Secretary.

EXHIBIT 5Additions underscoredDeletions [bracketed]NYSE Arca Options Fees and ChargesEffective Date: March [2]11, 2026NYSE Arca OPTIONS: TRADE-RELATED CHARGES FOR STANDARD OPTIONSUnless Professional Customer executions are specifically delineated, such executions will be treated as “Customer”executions for fee/credit purposes. Firms, Broker Dealers, and Market Makers are collectively referred to herein as“Non-Customers.”A “Penny” issue or class refers to option classes that participate in the Penny Interval Program, as described in Rule6.72A-O; whereas a “non-Penny” issue or class refers to option classes that do not participate in the Penny IntervalProgram, as described in Rule 6.72A-O.TRANSACTION FEE FOR MANUAL EXECUTIONS - PER CONTRACTOrder TypeMXEA, MXEFOther ManualExecutionsLMM$0.45 $0.50NYSE Arca Market Maker$0.45 $0.50Firm and Broker Dealer $0.25 $0.25Professional Customer $0.25 $0.00Customer $0.25 $0.00Firm Facilitation and BrokerDealer facilitating a Customer orProfessional CustomerN/A $0.00ELECTRONIC COMPLEXORDER EXECUTIONSComplex Orders executed against individual orders in the Consolidated Book will be subject to “Take Liquidity” rateper contract for that issue.TRANSACTION FEE - PER CONTRACTOrder Type CustomerNon-Customer[*]Complex Order toComplex OrderCustomer vs. Non-CustomerPenny Issues ($0.39) $0.50non-Penny Issues ($0.75) $0.85Customer vs.CustomerAll Issues $0.00 N/ANon-Customer vs.Non-CustomerPenny Issues N/A $0.50non-Penny Issues N/A $0.85

[*A $0.12 per contract surcharge will be applied to any electronic Non-Customer Complex Order that executes againsta Customer Complex Order (the “Non-Customer Complex Surcharge”).]Discount on Non-Customer Complex Surcharge for Electronic ExecutionsDiscount QualificationDiscountAmountDiscount 1ADV from Non-Customer posted interest in all issuesother than SPY equal to at least 0.10% of TCADV$0.05Discount 2At least 1.50% of TCADVfrom Customer postedinterest in all issues, orAt least 0.75% of TCADVin Complex executions, allaccount types$0.07OTP Holders and OTP Firms may earn the greater discount from the alternatives listed above.FLOOR BROKER FIXED COST PREPAYMENT INCENTIVE PROGRAM (the “FBPrepay Program”)The FB Prepay Program affords each Floor Broker organization the opportunity to prepay its annual “Eligible FixedCosts” (set forth in the table below) for the following calendar year.ELIGIBLE FIXED COSTSOTP TRADING PARTICIPANT RIGHTS - Floor BrokerFLOOR BROKER ORDER CAPTURE DEVICE -MARKET DATA FEESFLOOR BOOTHSOPTIONS FLOOR ACCESS FEEWIRE SERVICESParticipants in the FB Prepay Program qualify for rebates through the Manual Billable Rebate Program, payable on amonthly basis.The Manual Billable Rebate Program provides all Floor Brokers that participate in the FB PrepayProgram a rebate on manual billable volume of ($0.08) per billable side, and participating Floor Brokers that achievemore than 500,000 manual billable sides in a month are eligible for an additional rebate of ($0.02) per billable side,payable back to the first billable side. Participants in the FB Prepay Program may be eligible for additional rebates basedon combined QCC and manual billable volume, payable back to the first billable side, as show in the table below. Thecalculation of volume on which rebates earned through the Manual Billable Rebate Program would be paid is based ontransactions including at least one side for which manual transaction fees are applicable and excludes QCCs. Anyvolume calculated to achieve the Limit of Fees on Options Strategy Executions (“Strategy Cap”), regardless of whetherthis cap is achieved, will likewise be excluded from the Manual Billable Rebate Program because fees on such volumeare already capped and therefore such volume does not increase billable manual volume.NYSE Arca OPTIONS: GENERAL**17. A Manual trade executed by a Floor Broker against a Market Maker on the Trading Floor will be eligible for arebate of ($0.20) in lieu of any rebates achieved via the Manual Billable Rebate Program. Submitting Broker QCCcredits and Floor Broker rebates earned through the Manual Billable Rebate Program shall not combine to exceed$3,000,000 per month per firm. Submitting Broker QCC credits will not apply to any QCC trades that are included in theLimit of Fees On Options Strategy Executions.*

1. A $0.12 per contract surcharge will be applied to any Non-Customer complex order that executes against aCustomer complex order (the “Non-Customer Complex Surcharge”). For purposes of the Non-Customer ComplexSurcharge with respect to manual executions, interest from the Trading Crowd is considered “Non-Customer," andtransactions in MXEA and MXEF are not subject to the surcharge.*****