NYSE American Proposes Manual Options Transaction Fee Rebate Changes

Proposal to modify the NYSE American Options Fee Schedule Security-Based Swap Submission pursuant to the WASHINGTON, D.C. 20549 Provide the name, telephone number, and e-mail address of the person on the staff of the self-regulatory organization Pursuant to the requirements of the Securities Exchange of 1934, Securities Exchange Act of 1934 NOTE: Clicking the signature block at right will initiate digitally signing the Extension of Time Period for Form 19b-4✔✔✔Contact Informationprepared to respond to questions and comments on the action.Last Name *DescriptionRulePage 1 of *File No. * SR - - * Title *First Name *Amendment No. (req. for Amendments *)Telephone *FaxRequired fields are shown with yellow backgrounds and asterisks.Pilot19b-4(f)(1)19b-4(f)(5)E-mail *SignatureByPursuant to Rule 19b-4 under the Securities Exchange Act of 193419b-4(f)(3)19b-4(f)(4)Provide a brief description of the action (limit 250 characters, required when Initial is checked *).NYSE American LLChas duly caused this filing to be signed on its behalf by the undersigned thereunto duly authorized. DateDate Expires *19b-4(f)(2)19b-4(f)(6)(212) 656-8101Senior Director, Corporate Secretaryform. A digital signature is as legally binding as a physical signature, and Le-AnhBui(202) 661-8953Filing by NYSE American LLCNotice of proposed change pursuant to the Payment, Clearing, and Settlement Act of 2010 Director, Associate General CounselLe-Anh.Bui@ice.com04/22/2026Martha ReddingSection 806(e)(1) *Section 806(e)(2) *Exhibit 3 Sent As Paper DocumentExhibit 2 Sent As Paper DocumentAmendment *Section 19(b)(2) *Section 19(b)(3)(A) *Section 3C(b)(2) * Section 19(b)(3)(B) *WithdrawalInitial *Commission Action * (Name *) (Title *)once signed, this form cannot be changed.

The Notice section of this Form 19b-4 must comply with the guidelines for publication in the Federal Register as The Notice section of this Form 19b-4 must comply with the guidelines for publication in the Federal Register as well as any requirements for electronic filing as published by the Commission (if applicable). The Office of the well as any requirements for electronic filing as published by the Commission (if applicable). The Office of the Federal Register (OFR) offers guidance on Federal Register publication requirements in the Federal Register Federal Register (OFR) offers guidance on Federal Register publication requirements in the Federal Register Document Drafting Handbook, October 1998 Revision. For example, all references to the federal securities laws Document Drafting Handbook, October 1998 Revision. For example, all references to the federal securities laws must include the corresponding cite to the United States Code in a footnote. All references to SEC rules must must include the corresponding cite to the United States Code in a footnote. All references to SEC rules must include the corresponding cite to the Code of Federal Regulations in a footnote. All references to Securities include the corresponding cite to the Code of Federal Regulations in a footnote. All references to Securities Exchange Act Releases must include the release number, release date, Federal Register cite, Federal Register Exhibit 1A - Notice of Proposed If the self-regulatory organization is amending only part of the text of a lengthy proposed rule change, it may, with Exchange Act Releases must include the release number, release date, Federal Register cite, Federal Register WASHINGTON, D.C. 20549 Ex. 1 NYSE American FB Rebate and MM Manual Non-Penny Rates (refile 04-22-2026).docx19b-4 - NYSE American - FB Rebate and MM Manual Non-Penny Rates (refile 04-22-2026).docxdate, and corresponding file number (e.g., SR-[SRO]-xx-xx). A material failure to comply with these guidelines will Ex. 5 - NYSE American Options - FB Rebate and MM Manual Non-Penny Rates (refile 04-22-2026).docxThe full text shall be marked, in any convenient manner, to indicate additions to and deletions from the The self-regulatory organization may choose to attach as Exhibit 5 proposed changes to rule text in place of Rule Change, Security-Based Swap the Commission's permission, file only those portions of the text of the proposed rule change in which changes are date, and corresponding file number (e.g., SR-[SRO]-xx-xx). A material failure to comply with these guidelines will The self-regulatory organization must provide all required information, presented in a clear and comprehensible Exhibit 2- Notices, Written Comments, result in the proposed rule change being deemed not properly filed. See also Rule 0-3 under the Act (17 CFR Copies of any form, report, or questionnaire that the self-regulatory organization proposes to use to help providing it in Item I and which may otherwise be more easily readable if provided separately from Form 19b-4. immediately preceding filing. The purpose of Exhibit 4 is to permit the staff to identify immediately the changes Copies of notices, written comments, transcripts, other communications. If such documents cannot be filed Submission, or Advanced Notice being made if the filing (i.e. partial amendment) is clearly understandable on its face. Such partial amendment shall Exhibit 1 - Notice of Proposed Rule result in the proposed rule change being deemed not properly filed. See also Rule 0-3 under the Act (17 CFR manner, to enable the public to provide meaningful comment on the proposal and for the Commission to determine Exhibit 3 - Form, Report, or ViewViewViewAddRemoveViewViewRemoveExhibit Sent As Paper DocumentAddAddRemoveRemoveViewRemoveAddAddExhibit Sent As Paper DocumentExhibit 5 - Proposed Rule TextRemoveAddViewAddAddRemoveViewRemovePartial Amendment240.0-3)implement or operate the proposed rule change, or that is referred to by the proposed rule change.Transcripts, Other CommunicationsFor complete Form 19b-4 instructions please refer to the EFFS website.made from the text of the rule with which it has been working.Exhibit 5 shall be considered part of the proposed rule changeelectronically in accordance with Instruction F, they shall be filed in accordance with Instruction G.Required fields are shown with yellow backgrounds and astericks.Form 19b-4 Information *by Clearing Agencies *Exhibit 4 - Marked Copiesbe clearly identified and marked to show deletions and additions. 240.0-3) Change *whether the proposal is consistent with the Act and applicable rules and regulations under the Act.Questionnaire .

1. Text of the Proposed Rule Change
   (a) Pursuant to the provisions of Section 19(b)(1) of the Securities Exchange Act of 1934 (the "Act") and Rule 19b-4 thereunder, NYSE American LLC ("NYSE 1 2 American" or the "Exchange") proposes to modify the NYSE American Options Fee Schedule ("Fee Schedule") regarding fees and rebates applicable to Manual transactions. A notice of the proposed rule change for publication in the Federal Register is attached hereto as Exhibit 1, and the text of the proposed rule change is attached as Exhibit 5. (b) The Exchange does not believe that the proposed rule change will have any direct effect, or any significant indirect effect, on any other Exchange rule in effect at the time of this filing. (c) Not applicable.

2. Procedures of the Self-Regulatory Organization
   Senior 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 Bui David De Gregorio Senior Counsel Associate General Counsel NYSE Group, Inc. NYSE Group, Inc.

3. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change
   (a) Purpose The purpose of this filing is to amend the Fee Schedule to modify fees and rebatesapplicable to Manual transactions. Specifically, the Exchange proposes to (1) amend feesapplicable to Manual transactions in non-Penny issues executed by e-Specialists, MarketMakers, and Specialists (collectively, "Market Makers"), and (2) establish a rebatepayable to Floor Broker orders that trade with a Market Maker order on the Trading

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

(202) 661-(212) 656-

Floor. The Exchange proposes the fee change to be effective April 22, 2026. The Exchange proposes to amend Section I.A. of the Fee Schedule, which sets forth ratesfor Electronic and Manual transactions, in both Penny and non-Penny issues. Currently,a $0.50 per contract fee applies to Market Makers' Manual transactions in non-Pennyissues (except for Manual transactions in MXEA and MXEF). The Exchange proposes toincrease this fee to $1.00 per contract. 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 inSection III. E. of the Fee Schedule. The Exchange proposes to add new text to SectionIII.E. of the Fee Schedule describing the proposed rebate. 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 MarketMaker fee for Manual transactions in non-Penny issues would increase the fee for suchexecutions, the Exchange believes the proposed change, taken together with theproposed Floor Broker rebate would, on balance, not discourage Market Makers fromcontinuing 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 Basis The 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, in 4 5particular, 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 Reasonable The Exchange operates in a highly competitive market. The Commission has repeatedlyexpressed its preference for competition over regulatory intervention in determining

The Exchange previously filed to amend the Fee Schedule on January 2, 2026 (SR-NYSEAMER-2026-01),3then withdrew such filing and amended the Fee Schedule on January 16, 2026 (SR-NYSEAMER-2026-04),then withdrew such filing and amended the Fee Schedule on January 28, 2026 (SR-NYSEAMER-2026-08),and then withdrew such filing and amended the Fee Schedule on March 10, 2026 (SR-NYSEAMER-2026-19), which latter filing the Exchange withdrew on April 22, 2026. The Exchange notes that previousversions of this filing proposed changes to a complex order surcharge that are not included in this filing. 15 U.S.C. 78f(b).415 U.S.C. 78f(b)(4) and (5).5

prices, 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." 6 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 andETF options trades. Therefore, currently no exchange possesses significant pricing 7power in the execution of multiply-listed equity and ETF options order flow. Morespecifically, in March 2026, the Exchange had 9.86% market share of executed volumeof multiply-listed equity and ETF options trades. In such a low-concentrated and highly 8competitive 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 increase the fee applicable to MarketMakers' Manual transactions in non-Penny issues, Market Makers would not bediscouraged from 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 options

See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (S7-610-04) ("Reg NMS Adopting Release").

exchanges. The Exchange further believes the proposed change is reasonable because it is designedto offset costs associated with the proposed Floor Broker rebate. To the extent thispurpose is achieved, the Exchange believes that the proposed change would notdisincentivize Market Maker activity on the Trading Floor because increased order flowfrom Floor Brokers seeking to earn the proposed rebate would result in moreopportunities 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 Fees The 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 change to the fee applicable to MarketMaker Manual transactions in non-Penny issues is equitable because it is designed tobalance costs associated with encouraging increased execution opportunities on theTrading Floor, and an increase in such orders would in turn enhance trading opportunitiesfor all market participants. The Exchange also believes that the proposed rebate to FloorBrokers is an equitable allocation of fees and credits because it is intended to supportFloor Brokers' role in facilitating the execution of Manual orders, which functionbenefits 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 the

See, e.g., BOX Exchange Fee Schedule, Section V. Manual Transaction Fees, available at9https://boxexchange.com/assets/BOX-Fee-Schedule-as-of-January-22-2026.pdf (offering Floor Brokersthat 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).

Exchange thereby improving market-wide quality and price discovery. The Proposed Rule Change is not Unfairly Discriminatory The Exchange believes it is not unfairly discriminatory to modify the fee applicable toMarket Maker Manual transactions in non-Penny issues because the proposed changewould apply to all Market Maker orders equally, and as discussed above, the Exchangebelieves it is not unfairly discriminatory to incent order flow to the Exchange, whichwould enhance liquidity on the Exchange to the benefit of all market participants. TheExchange 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 increase the fee applicable to Market Maker Manual transactionsin non-Penny issues, the Exchange believes that Market Makers would not bediscouraged from continuing to participate actively on the Trading Floor and wouldbenefit from increased Manual order flow, including from Floor Brokers seeking to earnthe proposed rebate, as a result of the proposed change. To the extent that this increasedorder flow attracts order flow from other market participants to the Trading Floor, theproposed rule change would improve market quality and promote additional tradingopportunities 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.

1. Self-Regulatory Organization's Statement on Burden on Competition In 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." 10

Intramarket Competition. The proposed change is designed to attract additional orderflow to the Exchange. The Exchange believes that the proposed change to Market Maker

See Reg NMS Adopting Release, supra note 6, at 37499.10

fees for Manual transactions in non-Penny issues, and the proposed rebate payable to theFloor Broker orders that trade against Market Maker orders on the Trading Floor wouldencourage Floor Broker Manual order flow and would not disincentivize Market Makeractivity on the Trading Floor. Greater liquidity benefits all market participants on theExchange and increased order flow would increase opportunities for execution of othertrading interest. The proposed changes would apply and be available to all similarlysituated 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 whichmarket 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, 11currently no exchange possesses significant pricing power in the execution of multiply-listed equity and ETF options order flow. More specifically, in March 2026, theExchange had 9.86% market share of executed volume of multiply-listed equity and ETFoptions trades. 12

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.

1. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received from Members, Participants, or Others

The Exchange has neither solicited nor received written comments on the proposed rulechange.

1. Extension of Time Period for Commission Action

Not applicable.

1. Basis for Summary Effectiveness Pursuant to Section 19(b)(3) or for Accelerated Effectiveness Pursuant to Section 19(b)(2)
   The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A)(ii) ofthe Act because it establishes a due, fee, or other charge imposed by the Exchange. At 13any 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. 14

2. Proposed Rule Change Based on Rules of Another Self-Regulatory Organization or of the Commission

The proposed rule change is not based on the rules of another self-regulatory organizationor of the Commission.

1. Security-Based Swap Submissions Filed Pursuant to Section 3C of the Act

Not applicable.

1. Advance Notices Filed Pursuant to Section 806(e) of the Payment, Clearing and Settlement Supervision Act

Not applicable.

1. Exhibits Exhibit 1 - Form of Notice of the Proposed Rule Change for Publication in the FederalRegister Exhibit 5 - Amendment to the Exchange's Fee Schedule

15 U.S.C. 78s(b)(3)(A)(ii).1315 U.S.C. 78s(b)(2)(B).14

EXHIBIT 1 (Release No. 34- ; File No. SR-NYSEAMER-2026-32) [Date] Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and ImmediateEffectiveness of Proposed Change to Modify the NYSE American Options Fee Schedule Pursuant to Section 19(b)(1)of the Securities Exchange Act of 1934 ("Act")and Rule12 19b-4 thereunder,notice is hereby given that, on April 22, 2026, NYSE American LLC ("NYSE3 American" 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 self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

1. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change
   The Exchange proposes to modify the NYSE American Options Fee Schedule ("Fee Schedule") regarding fees and rebates applicable to Manual transactions. The proposed rule change is available on the Exchange's website at www.nyse.com, at the principal office of the Exchange, and at the Commission's Public Reference Room.

2. 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

15 U.S.C. 78s(b)(1).115 U.S.C. 78a.2

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.

1. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change
2. Purpose The purpose of this filing is to amend the Fee Schedule to modify fees and rebates applicable to Manual transactions. Specifically, the Exchange proposes to (1) amend fees applicable to Manual transactions in non-Penny issues executed by e-Specialists, Market Makers, and Specialists (collectively, "Market Makers"), and (2) establish a rebate payable to Floor Broker orders that trade with a Market Maker order on the Trading Floor. The Exchange proposes the fee change to be effective April 22, 2026. 4 The Exchange proposes to amend Section I.A. of the Fee Schedule, which sets forth rates for Electronic and Manual transactions, in both Penny and non-Penny issues. Currently, a $0.50 per contract fee applies to Market Makers' Manual transactions in non-Penny issues (except for Manual transactions in MXEA and MXEF). The Exchange proposes to increase this fee to $1.00 per contract. The Exchange also proposes to establish a rebate of $0.20 per contract payable to Floor Broker orders that trade with Market Maker orders on the Trading Floor. For Floor Brokers that participate in the FB Prepay Program, the proposed rebate would apply in lieu of any rebates earned through the Manual Billable Rebate Program as provided in Section III. E. of the Fee

The Exchange previously filed to amend the Fee Schedule on January 2, 2026 (SR-NYSEAMER-2026-01),4then withdrew such filing and amended the Fee Schedule on January 16, 2026 (SR-NYSEAMER-2026-04),then withdrew such filing and amended the Fee Schedule on January 28, 2026 (SR-NYSEAMER-2026-08),and then withdrew such filing and amended the Fee Schedule on March 10, 2026 (SR-NYSEAMER-2026-19), which latter filing the Exchange withdrew on April 22, 2026. The Exchange notes that previousversions of this filing proposed changes to a complex order surcharge that are not included in this filing.

Schedule. The Exchange proposes to add new text to Section III.E. of the Fee Schedule describing the proposed rebate. The Exchange believes that the proposed rebate would continue to incentivize Floor Brokers to participate on the Trading Floor, including when the counterparty to such trading is a Market Maker. In addition, although the proposed change to the Market Maker fee for Manual transactions in non-Penny issues would increase the fee for such executions, the Exchange believes the proposed change, taken together with the proposed Floor Broker rebate would, on balance, not discourage Market Makers from continuing to participate in transactions on the Trading Floor, thereby promoting trading opportunities and competition on the Trading Floor to the benefit of all market participants.

1. 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, in5 6 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. The Proposed Rule Change is Reasonable 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,

15 U.S.C. 78f(b).515 U.S.C. 78f(b)(4) and (5).6

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." 7 There are currently 18 registered options exchanges competing for order flow. Based on publicly-available information, and excluding index-based options, no single exchange has more than 16% of the market share of executed volume of multiply-listed equity and ETF options trades. Therefore, currently no exchange possesses significant pricing power in the execution of8 multiply-listed equity and ETF options order flow. More specifically, in March 2026, the Exchange had 9.86% market share of executed volume of multiply-listed equity and ETF options trades. In such a low-concentrated and highly competitive market, no single options exchange9 possesses significant pricing power in the execution of options order flow. Within this environment, market participants can freely and often do shift their order flow among the Exchange and competing venues in response to changes in their respective pricing schedules. 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 fee changes. Accordingly, competitive forces constrain options exchange transaction fees. The Exchange believes that the proposed rebate would incentivize Floor Brokers to direct

See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (S7-710-04) ("Reg NMS Adopting Release").

additional Manual orders to the Exchange, thereby creating more trading opportunities on the Trading Floor for all market participants, including Market Makers. The Exchange thus believes that, despite the proposed change to increase the fee applicable to Market Makers' Manual transactions in non-Penny issues, Market Makers would not be discouraged from continuing to quote and trade actively on the Exchange. The Exchange believes that the proposed changes are reasonably designed to incent Floor Brokers (and other participants on the Trading Floor) to increase the number of Manual orders sent to the Exchange. Any increase in trading volume would create more trading opportunities for 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. The Exchange also notes that the proposed rebate is similar in structure to incentive programs for Floor Brokers offered by competing options exchanges. 10 The Exchange further believes the proposed change is reasonable because it is designed to offset costs associated with the proposed Floor Broker rebate. To the extent this purpose is achieved, the Exchange believes that the proposed change would not disincentivize Market Maker activity on the Trading Floor because increased order flow from Floor Brokers seeking to earn the proposed 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 liquidity by encouraging Floor Brokers to increase their options volume on the Exchange in an effort to

See, e.g., BOX Exchange Fee Schedule, Section V. Manual Transaction Fees, available at10https://boxexchange.com/assets/BOX-Fee-Schedule-as-of-January-22-2026.pdf (offering Floor Brokersthat 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).

earn the proposed rebate, the Exchange believes the proposed changes would improve the Exchange's overall competitiveness and strengthen its market quality for all market participants. Against the backdrop of the competitive environment in which the Exchange operates, the proposed rule change is a reasonable attempt by the Exchange to increase 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 Fees The Exchange believes the proposed rule change is an equitable allocation of its fees and credits because the proposed rebate is based on the amount and type of business transacted on the Exchange, and Floor Brokers can try to earn the proposed rebate, or not. The Exchange also believes that the proposed change to the fee applicable to Market Maker Manual transactions in non-Penny issues is equitable because it is designed to balance costs associated with encouraging increased execution opportunities on the Trading Floor, and an increase 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 allocation of fees and credits because it is intended to support Floor Brokers' role in facilitating the execution 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 an effort to make the Exchange a primary execution venue and to attract more Manual transactions to 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 competitive venue for, among other things, order execution. Thus, the Exchange believes the proposed rule change would improve market quality for all market participants on the Exchange and, as a consequence, attract more order flow to the Exchange thereby improving market-wide quality

and price discovery. The Proposed Rule Change is not Unfairly Discriminatory The Exchange believes it is not unfairly discriminatory to modify the fee applicable to Market Maker Manual transactions in non-Penny issues because the proposed change would apply to all Market Maker orders equally, and as discussed above, the Exchange believes it is not unfairly discriminatory to incent order flow to the Exchange, which would enhance 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 Manual order that trades with a Market Maker order on the Trading Floor is not unfairly discriminatory because it would be available to all similarly situated market participants on an equal and non-discriminatory basis. The Exchange further believes that the proposed rebate available to Floor Brokers is not unfairly discriminatory to other market participants because it is intended to encourage the role performed by Floor Brokers in facilitating the execution of orders via open outcry, a function which the Exchange wishes to support for the benefit of all market participants. In addition, although the proposed change would increase the fee applicable to Market Maker Manual transactions in non-Penny issues, the Exchange believes that Market Makers would not be discouraged from continuing to participate actively on the Trading Floor and would benefit from increased Manual 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 from other market participants to the Trading Floor, the proposed rule change would improve market quality and promote additional trading opportunities for all market participants on the Exchange. Finally, the Exchange believes that it is subject to significant competitive forces, as described below in the Exchange's statement regarding the burden on competition.

1. Self-Regulatory Organization's Statement on Burden on Competition In accordance with Section 6(b)(8) of the Act, the Exchange does not believe that the proposed rule change would impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. Instead, as discussed above, the Exchange believes that the proposed changes would encourage the submission of additional liquidity to a public exchange, thereby promoting market depth, price discovery and transparency and enhancing order execution opportunities for all market participants. As a result, the Exchange believes that the proposed change furthers the Commission's goal in adopting Regulation NMS of fostering integrated competition among orders, which promotes "more efficient pricing of individual stocks for all types of orders, large and small." 11 Intramarket Competition. The proposed change is designed to attract additional order flow to the Exchange. The Exchange believes that the proposed change to Market Maker fees for Manual transactions in non-Penny issues, and the proposed rebate payable to the Floor Broker orders that trade against Market Maker orders on the Trading Floor would encourage Floor Broker Manual order flow and would not disincentivize Market Maker activity on the Trading Floor. Greater liquidity benefits all market participants on the Exchange and increased order flow would increase opportunities for execution of other trading interest. The proposed changes would apply and be available to all similarly situated market participants that execute Manual transactions on the Trading Floor, and, accordingly, the proposed changes 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 favor one of the other 17 competing options exchanges if they

See Reg NMS Adopting Release, supra note 7, at 37499.11

deem the Exchange's fee levels to be excessive. In such an environment, the Exchange must continually adjust its fees to remain competitive with other exchanges and to attract order flow to the Exchange. Based on publicly available information, and excluding index-based options, no single exchange has more than 16% of the market share of executed volume of multiply-listed equity and ETF options trades. Therefore, currently no exchange possesses significant pricing 12 power in the execution of multiply-listed equity and ETF options order flow. More specifically, in March 2026, the Exchange had 9.86% market share of executed volume of multiply-listed equity and ETF options trades. 13 The Exchange believes that the proposed rule change reflects this competitive environment because it modifies the Exchange's fees in a manner designed to continue to incent participants on the Trading Floor to direct trading interest to the Exchange, to provide liquidity and to attract additional order flow. To the extent that Floor Brokers are encouraged to utilize the Exchange as a primary trading venue for all transactions, all Exchange market participants stand 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 which market participants can readily favor competing venues. In such an environment, the Exchange must continually review, and consider adjusting, its fees and credits to remain competitive with other exchanges. For the reasons described above, the Exchange believes that the proposed rule change reflects this competitive environment.

1. 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.

2. 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) thereunder the 14 15 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.

3. 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-NYSEAMER-2026-32 on the subject line.

15 U.S.C. 78s(b)(3)(A)(ii).14

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-NYSEAMER-2026-32. 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-NYSEAMER-2026-32 and should be submitted on 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 delegated authority.16 Sherry R. Haywood, Assistant Secretary.

17 CFR 200.30-3(a)(12).16

EXHIBIT 5Additions underscoredDeletions [bracketed] NYSE AMERICAN OPTIONS FEE SCHEDULE**NYSE American Options is the options trading facility of NYSE American LLCEffective as of [March 18] April 22, 2026

*****Section I. Options Transaction Fees and Credits A.Rates for Options transactions. The following transaction fees apply to executions in Option contracts. Marketing Rate PerRate Per Rate Per Charges Per ContractPenny/Non-Contract Contract OtherParticipant Contract for MXEA, MXEFPennyFor Electronic Manual Electronic ManualTransactions Transactions Transactions Transactions 3Penny $0.50 N/A $0.25 $0.25Broker-Dealer1,5,6,8Non-Penny $0.85 N/A $0.25 $0.25Penny $0.00 N/A $0.25 $0.00CustomerNon-Penny $0.00 N/A $0.25 $0.00

Penny $0.25 $0.25 N/A N/ADOMM1,2.3,5,6Non-Penny $0.25 $0.70 N/A N/APenny $0.25 $0.25 $0.45 $0.50e-SpecialistNon-Penny $0.25 $0.70 $0.45 [$0.50] $1.001,2,3,5,6 Penny $0.49 N/A $0.25 $0.25Firm1,4,5,6,8Non-Penny $0.85 N/A $0.25 $0.25Penny N/A N/A N/A $0.00Firm FacilitationNon-Penny N/A N/A N/A $0.001

NYSE American Options Market Penny $0.25 $0.25 $0.45 $0.50 Maker Non-Penny $0.25 $0.70 $0.45 [$0.50] $1.00 1,2,3,5,6Non-NYSE American Options Penny $0.50 N/A $0.25 $0.25Market Maker Non-Penny $0.85 N/A $0.25 $0.25 1,2,5,6,8 Penny $0.50 N/A $0.25 $0.25Professional Customer 1,5,8 Non-Penny $0.85 N/A $0.25 $0.25 Penny $0.25 $0.25 $0.45 $0.50 Specialist Non-Penny $0.25 $0.70 $0.45 [$0.50] $1.00 1,2,3,5,6 Royalty Fees described in Section I.K., may also apply.1.NYSE American Options Market Makers may qualify for lower rates for Electronic transactions pursuant to the Market Maker2.Sliding Scale in section I. C.NYSE American Options Market Makers who are counterparties to an Electronic trade with a Customer are liable for3.Marketing Charges, except as provided in Section I.M and in MXEA and MXEF. The pool of monies resulting from thecollection of Marketing Charges on Electronic non-Directed Orders will be controlled by the Specialist or the e-Specialistwith superior volume performance over the previous quarter, unless otherwise designated by the ATP Holder that submitsan Electronic non-Directed Order as described below, for distribution by the Exchange at the direction of such Specialist ore-Specialist to eligible payment accepting firms. An ATP Holder that submits an Electronic non-Directed Order to theExchange may designate an NYSE American Options Market Maker to control to pool of monies resulting from thecollection of Marketing Charges, which shall be distributed by the Exchange at the direction of such NYSE AmericanOptions Market Maker to payment accepting firms. The pool of monies resulting from collection of Marketing Charges onElectronic Directed Orders will be controlled by the NYSE American Options Market Maker to which the order wasdirected and distributed by the Exchange at the direction of such NYSE American Options Market Maker to paymentaccepting firms.Firms are subject to a Monthly Firm Fee Cap of $250,000 for fees associated with Manual transactions as more fully4.described below in Section I. I.A $0.12 per contract surcharge will be applied to any Electronic Non-Customer Complex Order that executes against a5.Customer Complex Order, regardless of whether the execution occurs in a Complex Order Auction ("COA"). The surchargewill not apply to executions in CUBE Auctions. The Exchange will reduce this per contract surcharge to $0.10 for ATPHolders that achieve at least 0.20% of TCADV of Electronic Non-Customer Complex Orders in a month.

The Index License Surcharge as described in Section I.N., may also apply.6.Reserved.7.ATP Holders that achieve Tier 3 or higher in the American Customer Engagement Program (outlined in Section I.E.) will8.qualify for a Non-Penny Rate of $0.80 per contract for Electronic transactions in the Professional range (as defined inSection I.H.). ***** Section III. Monthly Trading Permit, Rights, Floor Access and Premium Product Fees *****

1. Floor Broker Incentive and Rebate Programs
2. Floor Broker Fixed Cost Prepay Incentive Program (the "FB Prepay 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 COSTS Section IV. Monthly Floor Communication, Connectivity, Equipment and Booth or Podia Fees as listed below: Transport Charges Booth Premises Telephone Service Cellular Phones Booth Telephone System - Line Charge Booth Telephone System - Single line phone jack and data jack Participants in the FB Prepay Program qualify for rebates by achieving billable manual volume of certain amounts (the"Manual Billable Rebate Program"). The calculation of volume on which rebates earned through the Manual BillableRebate Program would be paid is based on transactions including at least one side for which manual transaction fees Section III.A. Monthly ATP FeesSection III.B. Floor Access FeeWire Services

are applicable and unless otherwise indicated excludes QCCs. Any volume calculated to achieve the Strategy ExecutionFee Cap, regardless of whether the cap is achieved, will likewise be excluded from the Manual Billable RebateProgram because fees on such volume are already capped and therefore such volume does not increase billable manualvolume. 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. Transactions in MXEA andMXEF are not eligible for rebates achieved via the FB Prepay Program (more specifically, the Manual Billable RebateProgram), and such volume does not increase billable manual volume. *****