SEC Proposes Rule Change for Cboe EDGA Exchange Fee Waiver

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March 16, 2026. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), (1) and Rule 19b-4 thereunder, (2) notice is hereby given that on March 10, 2026, Cboe EDGA Exchange, Inc. (the “Exchange” or “EDGA”) 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

Cboe EDGA Exchange, Inc. (the “Exchange” or “EDGA”) is filing with the Securities and Exchange Commission (“Commission”) a
proposed rule change to amend its Fee Schedule to adopt a new fee waiver for eligible Internal Distributors. The text of the
proposed rule change is provided in Exhibit 5.

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

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

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

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

1. Purpose

The Exchange proposes to amend (3) its Fee Schedule to adopt a new fee waiver for eligible Internal Distributors. (4) Particularly, the Exchange proposes to adopt a waiver of the (i) Internal Distribution Fee and (ii) Non-Display Usage Fee,
so long as the new Internal Distributor has (i) not received the EDGA Depth Data Feed in the last 18 months and (ii) does
not operate a Trading Platform. (5) The Internal Distributor shall be eligible for this waiver for the time it requires to set up its systems to internally distribute
this data feed; however, such period shall not exceed three months.

By way of background, the Exchange offers the EDGA Depth Data Feed, which is a data feed that offers aggregated two-sided
quotations for all displayed orders entered into the system. (6) The EDGA Depth Data Feed benefits investors by facilitating their prompt access to real-time market depth information contained
in EDGA Depth Data. The Exchange's Affiliates (7) also offer similar depth-of-book data feeds. Particularly, each of the Exchange's Affiliates offers depth-of-book quotations
based on their own quotation and trading activity that is substantially similar to the information provided by the Exchange
through the EDGA Depth Data Feed.

Currently, the Exchange assesses an Internal Distributor of the EDGA Depth Data Feed an Internal Distribution fee of $1,000
per month, (8) Professional and Non-Professional User Fees, and a Non-Display Usage Fee. (9) The Exchange proposes to adopt a fee waiver providing that the Distribution Fee and the Non-Display Usage Fee shall be waived
for new Internal Distributors that (i) do not operate a Trading Platform and (ii) have not received the EDGA Depth Data Feed
in the last 18 months; this allows Internal Distributors time to prepare systems to distribute this feed. The proposed waiver
is only available for the period of time required to prepare systems to distribute the EDGA Depth data internally to its users,
for a period of time not to exceed three months.

To be eligible for the fee waiver for the EDGA Depth Data, the new Internal Distributor must (i) not have received the data
feed in the last 18 months (10) and (ii) not operate its own Trading Platform. As discussed further below, the Exchange seeks to adopt the proposed Internal
Distributor EDGA Depth Fee Waiver to incentivize new Internal Distributors to integrate the data feed into its system and
to then distribute this data internally to its users. The Exchange notes that both the Exchange (11) and its Affiliates (12) currently offer similar credits to

  External Distributors for the purpose of allowing them time to enlist new users to receive certain data feeds. The Exchange
  also notes that at least one other U.S. equities exchange offers a similar waiver for internal distributors to prepare systems
  and procedures to distribute the applicable data. [(13)]() Specifically, the Exchange notes that Nasdaq offers Pre-Production Waivers to distributors that require time to prepare it
  systems and procedures to distribute Exchange information. Indeed, Nasdaq offers such a waiver for their comparable data feed,
  Nasdaq Depth of Book. Moreover, similar to the Nasdaq Depth of Book waiver, the Exchange's proposed waiver is only available
  for a period not to exceed 3 months.

The Exchange also proposes to remove the asterisks in the BZX Depth section of its fee schedule, that are currently appended
to the terms, Non-Display Usage not by Trading Platforms, Non-Display Usage by Trading Platforms, and Enterprise Fee, and
to replace them with numbers linked to footnotes.

2. Statutory Basis

The Exchange believes the proposed rule change is consistent with the Securities Exchange Act of 1934 (the “Act”) and the
rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of Section 6(b) of the Act. (14) Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) (15) requirements that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote
just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the
public interest. Additionally, the Exchange believes the proposed rule change is consistent with Section 6(b)(4) of the Act, (16) which requires that Exchange rules provide for the equitable allocation of reasonable dues, fees, and other charges among
its Members and other persons using its facilities.

First, the Exchange notes that the EDGA Depth Data Feed is distributed and purchased on a voluntary basis, in that neither
the Exchange nor data distributors are required by any rule or regulation to make these data products available. Internal
Distributors can therefore discontinue use at any time and for any reason, including an assessment of the reasonableness of
fees charged. As discussed above, at least one other U.S. equities exchange offers similar fee waivers to internal distributors
of market data. (17) The Exchange believes that, by providing the fee waiver for eligible Internal Distributors of the EDGA Depth Data Feed, which
is similar to those offered by Nasdaq, the proposed waiver increases investor choice and helps remove impediments to, and
perfect the mechanism of, a free and open market and a national market system. Further, the Exchange is not required to make
any proprietary data products available or to offer any specific pricing alternatives to any customers. Although the Exchange
is not required to make any data, including depth data, available through its market data platform, the Exchange believes
that making such data available increases investor choice, and contributes to a fair and competitive market.

Additionally, the proposed waiver for Internal Distributors of the EDGA Depth Data Feed is intended to incentivize eligible
Internal Distributors to integrate the EDGA Depth Data Feed into its system and distribute it internally to its users. Internal
Distributors require data feeds for testing and development in order to enable integration and distribution of market data
feeds to internal users. (18) In order for Internal Distributors to distribute any one data feed, they need time for software development to integrate the
data feed itself into its platform and program all of the different messages, fields and flags. (19) The Exchange notes that the proposed fee waivers only apply for the period of time required to prepare systems in order to
distribute the data feed internally, and shall not exceed three months. Thus, the Exchange believes it is reasonable not to
subject eligible Internal Distributors to fees, specifically the Internal Distributor Fee and the Non-Display Usage not by
Trading Platforms Fee, until such time they are able to distribute the EDGA Depth Data Feed. The Exchange also believes that
the proposed fee waivers promote just and equitable principles of trade by not assessing fees upon eligible Internal Distributors
of the EDGA Depth Data Feed until the Internal Distributors are ready to internally distribute the EDGA Depth Data Feed. Ultimately,
the Exchange believes that this fee waiver for Internal Distributors reduces the cost of system development for new internal
distributors, thereby lowering their barriers to entry.

As noted above, this proposed waiver only applies to Internal Distributors and does not apply to External Distributors. The
Exchange notes that it currently offers similar fee waivers for External Distributors for the EDGA Summary Depth Data Feed
and new External Distributors may take advantage of the current programs offered by the Exchange. (20) While the Exchange notes that fee waiver for the BZX Summary Depth Data Feed is for External Distributors, and the Summary Depth Feed and not the Depth Feed, The Exchange does not believe this is of note as the Summary
Depth Feed offers similar data as the Depth Feed. Specifically, while the Summary Depth Feed only provides out to 5 price
levels, it also includes the individual last sale information, Market Status, Trading Status, and Trade Break messages

Additionally, an Internal Distributor that operates a Trading Platform is not eligible for this waiver. The intent of the
waiver is to aid firms who seek access to trade on the Exchange. This waiver is intended to help with initial startup costs
of connecting to the Exchange that may hinder some smaller firms from seeking access. For this reason, the Exchange believes
the proposed rule change is consistent with Section 6(b)(4) of the Act, which requires that Exchange rules provide for the
equitable allocation of reasonable dues, fees, and other charges among its Members and other persons using its facilities.

Finally, allowing eligible Internal Distributors time to prepare systems to ingest and distribute the EDGA Depth Data Feed
ensures such systems are properly established. Thus, the Exchange believes the proposed fee waivers foster cooperation and
coordination with persons engaged in processing information with respect to and facilitating transactions in securities.

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

The Exchange does not believe that the proposed rule change will impose any burden on intramarket or intermarket competition
that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change is grounded in the
Exchange's efforts to assist in mitigating business costs (i.e., the costs associated with the development of systems required to distribute the EDGA Depth Data Feed) for eligible Internal
Distributors. The Exchange does not believe that the proposed rule change will impose any burden on intramarket competition
because the proposed fee waivers apply uniformly to all market participants, that do not operate a Trading Platform, seeking
to distribute the EDGA Depth Data Feed internally. The Exchange does not believe that the proposed fee waivers will create
an undue burden on intermarket competition because use of the EDGA Depth Data Feed is optional and based on the business needs
of each market participant. Additionally, the Exchange notes that at least one U.S. equities exchange offers a similar fee
waiver for internal market data distributors. (21) As a result, the Exchange believes this proposed rule change permits fair competition among national securities exchanges.

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

Others

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

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

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

IV. Solicitation of Comments

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

Electronic Comments

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

• Send an email to rule-comments@sec.gov. Please include file number SR-CboeEDGA-2026-006 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-CboeEDGA-2026-006. 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-CboeEDGA-2026-006 and should be submitted on or before April 9, 2026.

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

Sherry R. Haywood, Assistant Secretary. [FR Doc. 2026-05345 Filed 3-18-26; 8:45 am] BILLING CODE 8011-01-P

Footnotes

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

(2) 17 CFR 240.19b-4.

(3) On March 2,2026, the Exchange submitted SR-CboeEDGA-2026-004. On March 10, 2026, the Exchange withdrew that filing and submitted
this filing

(4) An “Internal Distributor” is a Distributor that receives the Exchange Market Data product and then distributes that data
to one or more Users within the Distributor's own entity. See EDGA Equities Exchange Fees Schedule, Market Data Fees.

(5) The Exchange defines “Trading Platform” as any execution platform operated as or by a registered National Securities Exchange
(as defined in Section 3(a)(1) of the Exchange Act), an Alternative Trading System (as defined in Rule 300(a) of Regulation
ATS), or an Electronic Communications Network (as defined in Rule 600(b)(23) of Regulation NMS). See EDGA Equities Fee Schedule.

(6) See Exchange Rule 13.8(a).

(7) The “Exchange's Affiliates” or “Affiliated Exchanges” include Cboe BZX Exchange, Inc., Cboe EDGX Exchange, Inc., and Cboe
BYX Exchange, Inc.

(8) See EDGA Equities Exchange Fees Schedule, Market Data Fees.

(9) The Exchange assess either a Non-Display Usage not by Trading Platforms Fee of $1,000/month or a Non-Display Usage by Trading
Platforms of $2,000/month. Under this proposed rule, the Non-Display Usage not by Trading Platforms Fee is the applicable
fee that shall be waived.

(10) The Exchange notes that it has a similar 18 moth requirement for participants to be considered eligible for the New Uncontrolled
External Distributor fee waiver. See EDGA Equities Exchange Fees Schedule.

(11) See EDGA Equities Exchange Fees Schedule, outlining the New Uncontrolled External Distributor Fee Waiver and New External Distributor
Credit. While the Exchange notes that these programs are for the Summary Depth Feed, and not the Depth Feed, it does not believe
this is of note as the Summary Depth Feed offers similar data as the Depth Feed, noting that the Summary Depth Feed only provides
out to 5 price levels, but it also includes the individual last sale information, Market Status, Trading Status, and Trade
Break messages (see Exchange Rule 13.8(f))

(12) See BYX Equities Exchange Fee Schedule, outlining the New External Distributor Credit; see also BZX Equities Exchange Fee Schedule, outlining the New External Distributor Credit; see also EDGX Equities Exchange Fee Schedule, outlining the New External Distributor Credit. While the Exchange notes that these programs
are for the Summary Depth Feed, and not the Depth Feed, it does not believe this is of note as the Summary Depth Feed offers
similar data as the Depth Feed, noting that the Summary Depth Feed only provides out to 5 price levels, but it also includes
the individual last sale information, Market Status, Trading Status, and Trade Break messages (see BYX Rule 11.22(k); BZX Rule 13.8(m); and EDGX Rule 13.8(f)).

(13) See e.g. , Nasdaq Equities 7 Pricing Schedule, Section 112. Fee Waivers.

(14) 15 U.S.C. 78f(b).

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

(16) 15 U.S.C. 78f(b)(4).

(17) Supra note 11.

(18) The Exchange notes that while Non-Professional User Fees and Professional User Fees are assessed, no such waiver is needed
for this program as there will be no user receiving such data until the Internal Distributor has integrated the feed and is
internally distributing it. At that time, this waiver no longer applies, and the Non-Professional and Professional User Fees
will be assessed in accordance with the Fee Schedule in addition to the Internal Distributor Fee of $1,000/month and the Non-Display
Usage not by Trading Platforms Fee of $1,000/month.

(19) Distributors are responsible for the development and maintenance of a feed in accordance with the Exchange provided spec.
See e.g., Cboe Titanium US Equities/Options Multicast Depth of Book (PITCH) Specification.

(20) See EDGA Equities Exchange Fees Schedule, outlining the New Uncontrolled External Distributor Fee Waiver and New External Distributor
Credit. While the Exchange notes that these programs are for the Summary Depth Feed, and not the Depth Feed, it does not believe
this is of note as the Summary Depth Feed offers similar data as the Depth Feed, noting that the Summary Depth Feed only provides
out to 5 price levels, but it also includes the individual last sale information, Market Status, Trading Status, and Trade
Break messages (see Exchange Rule 13.8(f)).

(21) Supra note 11.

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

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

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

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