NYSE American Proposes Rule Change for Options Fee Schedule

SECURITIES AND EXCHANGE COMMISSION [Release No. 34-105087; File No. SR-NYSEAMER-2026-23] Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Amend the NYSE American Options Fee Schedule to Adopt Fees for Trading in Options Overlying the MSCI EAFE Index and the MSCI Emerging Markets Index

March 26, 2026. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 ( “Act”) and Rule 1 2 19b-4 thereunder, notice is hereby given that, on March 16, 2026, NYSE American LLC 3 (“NYSE American” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the 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 amend the NYSE American Options Fee Schedule (“Fee Schedule”) to adopt fees applicable to trading in options that overlie each of the MSCI EAFE Index and the MSCI Emerging Markets Index. The proposed rule change is available on the Exchange’s website at www.nyse.com and at the principal office of the Exchange.

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

15 U.S.C. 78s(b)(1). 1 15 U.S.C. 78a. 2 17 CFR 240.19b-4. 3

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

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 establish fees in connection with the launch of trading in options that overlie the MSCI EAFE Index (“EAFE options” or “MXEA”) and the MSCI Emerging Markets Index (“EM options” or “MXEF”). The Exchange recently filed a proposed rule change to adopt rules to facilitate the transfer and trading of EAFE

4options and EM options, which currently trade on Cboe Exchange, Inc. (“Cboe Options”). The

Exchange proposes that the fees set forth in this filing will take effect on March 16, 2026, the

5day that trading in EAFE options and EM options begins on the Exchange.

The MSCI EAFE Index (“EAFE Index”) and MSCI Emerging Markets Index (“EM Index”) are both free float-adjusted market capitalization indexes calculated by MSCI Inc. (“MSCI”). The EAFE Index is designed to measure the equity market performance of developed markets, excluding the United States and Canada, and the EM Index is designed to measure 6

See Securities Exchange Act Release No. 104957 (March 10, 2026) 91 FR 12473 (March 13, 2026) (SR-4 NYSEAMER-2026-15) (Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Facilitate the Transfer and Trading of Options that Overlie the MSCI EAFE Index and the MSCI Emerging Markets Index); see also Securities Exchange Act Release No. 74681 (April 8, 2015), 80 FR 20032 (April 14, 2015) (SR-CBOE-2015-023) (Order Granting Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 1, to List and Trade Options on the MSCI EAFE Index and on the MSCI Emerging Markets Index). See https://www.nyse.com/trader-update/history#110000955053. 5 The MSCI EAFE Index consists currently of the following 21 developed market country indexes: Australia, 6 Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United

equity market performance of emerging markets. Both indexes consist of large and midcap 7 components, and each covers approximately 85% of the free float-adjusted market capitalization in each country included in the respective index. The Exchange proposes to adopt the following per contract transaction fees for manual executions in MXEA and MXEF, which are largely based on the fees currently assessed by Cboe

8Options:

Rate Per Contract Penny/Non-Participant MXEA, MXEF Penny Manual Transactions

Broker-Dealer Customer DOMM e-Specialist Firm

Kingdom. The MSCI EM Index consists currently of the following 24 emerging market country indexes: Brazil, 7 Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. See Cboe Options Fee Schedule, available at sic. As further discussed below, the Exchange’s proposed fee structure for transactions in MXEA and MXEF is consistent with Cboe Options’ fee structure except for differences in the pricing programs from which transactions in MXEA and MXEF are excluded (based on differences between the programs offered by the Exchange and those offered by Cboe Options) and the amount of the proposed Index License Surcharge.

3 Non-Penny Non-Penny Penny Penny $0.25 $0.45 $0.25 N/A Non-Penny Non-Penny Non-Penny Penny Penny Penny Penny $0.25 $0.25 $0.25 $0.45 $0.25 N/A N/A Firm Facilitation

Maker Market Maker Professional Customer Specialist The Exchange also proposes to amend Footnotes 3 and 5 of Fee Schedule Section I.A. “Rates for Options transactions” to exclude MXEA and MXEF: (i) from Marketing Charges applicable to Market Makers who are counterparties to an electronic trade with a customer; and (ii) from the per contract surcharge applied to any Non-Customer order that is not a Simple Order that executes against a Customer order that is not a Simple Order. The Exchange further proposes to amend Fee Schedule Sections I and J to exclude transactions in MXEA and MXEF from the Firm Monthly Fee Cap and Strategy Execution Fee Cap, respectively. Finally, the Exchange proposes to adopt an Index License Surcharge of $0.20 per contract for all Non-Customer transactions in MXEA and MXEF. The proposed Index License Surcharge is likewise based on the index license surcharge fee assessed by Cboe Options for

9transactions in MXEA and MXEF and reflects costs incurred by the Exchange related to

licensing for purposes of listing and trading EAFE options and EM options.

1. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of

See Cboe Options Fee Schedule, Surcharge Fee Index License (applying $0.15 surcharge on transactions in 9 MXEA and MXEF).

4 NYSE American Options Market Non-NYSE American Options Non-Penny Penny $0.25 N/A Non-Penny Non-Penny Penny Penny $0.45 $0.45 $0.25 $0.45 Non-Penny Non-Penny Penny $0.25 $0.25 $0.45

the Act, in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act, in 10 11 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 Exchange operates in a highly competitive market. The Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. In Regulation NMS, the Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the market system “has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.” 12 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 13 of multiply-listed equity and ETF options order flow. More specifically, in January 2026, the Exchange had 9.03% 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 exchange 14

15 U.S.C. 78f(b). 10 15 U.S.C. 78f(b)(4) and (5). 11 See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (S7-12 10-04) (“Reg NMS Adopting Release”). The OCC publishes options and futures volume in a variety of formats, including daily and monthly 13 volume by exchange, available here: https://www.theocc.com/Market-Data/Market-Data-Reports/Volume- and-Open-Interest/Monthly-Weekly-Volume-Statistics. Based on a compilation of OCC data for monthly volume of equity-based options and monthly volume of 14 ETF-based options, see id., the Exchange’s market share in multiply-listed equity and ETF options was

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 the proposed fees for trading in MXEA and MXEF are reasonable, equitable, and not unfairly discriminatory. As noted above, the proposed fees are generally based on fees currently assessed by Cboe Options for trading in EAFE options and EM

15options. The Exchange believes that it is reasonable for the Exchange to adopt fees largely

based on the existing pricing structure for EAFE options and EM options, which would provide continuity to market participants trading in these options. The Exchange also believes that the proposed fees are reasonable because the proposed fees for manual transactions in MXEA and MXEF are within the range of fees currently applicable to manual transactions on the Exchange in other products. Similarly, the proposed exclusion of transactions in MXEA and MXEF from certain pricing programs is consistent with the exclusion of fees related to other index products

16traded on the Exchange. The Exchange also believes that the proposed Index License

Surcharge is reasonable because it is intended to help recoup some of the costs associated with

6.09% for the month of November 2024 and 9.03% for the month of January 2026. See notes 8 & 9 supra. 15 See Fee Schedule, FIRM MONTHLY FEE CAP (excluding Royalty Fees for KBW Bank Index options 16 from fees that count towards the Firm and Broker Dealer Monthly Fee Cap); STRATEGY EXECUTION FEE CAP (excluding Royalty Fees for KBW Bank Index options from calculation of cap on transaction fees for strategy executions).

the license required to make MXEA and MXEF options available for trading on the Exchange. The Exchange further believes that the proposed change is reasonably designed to encourage market participants to continue trading in MXEA and MXEF once trading in these options begins on the Exchange and believes that maintaining consistency with the current Cboe Options pricing structure would facilitate the transition for all market participants to trading these options on the Exchange. To the extent the proposed change is effective in encouraging market participants to maintain or increase their trading activity in MXEA and MXEF, the Exchange believes the proposed change would improve the Exchange’s overall competitiveness and strengthen its market quality for all market participants. The Exchange believes the proposed rule change is an equitable allocation of its fees and credits and is not unfairly discriminatory because the proposed fees are based on the amount and type of business transacted on the Exchange. Trading in EAFE options and EM options is voluntary, and all similarly situated market participants would be subject to the same fee structure, on an equal and non-discriminatory basis, as proposed. To the extent that the proposed change attracts increased order flow to the Exchange, it would continue to make the Exchange a more competitive venue for, among other things, order execution, thereby improving market quality 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 7

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.” 17

Intramarket Competition. The proposed change is designed to facilitate trading in EAFE

options and EM options on the Exchange and to promote continuity for market participants by maintaining general consistency with the existing fee structure on Cboe Options for trading in MXEA and MXEF. The proposed fees would apply to all similarly situated market participants that trade EAFE options and EM options, 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 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 18 power in the execution of multiply-listed equity and ETF options order flow. More specifically,

See Reg NMS Adopting Release, supra note 12, at 37499. 17 The OCC publishes options and futures volume in a variety of formats, including daily and monthly 18 volume by exchange, available here: https://www.theocc.com/Market-Data/Market-Data-Reports/Volume- and-Open-Interest/Monthly-Weekly-Volume-Statistics.

in January 2026, the Exchange had 9.03% market share of executed volume of multiply-listed equity and ETF options trades. 19 The Exchange believes that the proposed rule change reflects this competitive environment because it adopts fees for trading in EAFE options and EM options generally based on Cboe Options’ fees, thereby modifying the Exchange’s fees in a manner designed to encourage market participants to maintain or increase trading activity in such options once they transition to list and trade on the Exchange. To the extent that market participants continue to trade in MXEA and MXEF on the Exchange, all Exchange market participants stand to benefit from increased order flow and additional trading opportunities on the Exchange. 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
   Based on a compilation of OCC data for monthly volume of equity-based options and monthly volume of 19 ETF-based options, see id., the Exchange’s market share in multiply-listed equity and ETF options was 6.09% for the month of November 2024 and 9.03% for the month of January 2026.

The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A) of 20 the Act and subparagraph (f)(2) of Rule 19b-4 thereunder, because it establishes a due, fee, or 21 other charge imposed by the Exchange. At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19(b)(2)(B) of the Act to determine 22 whether the proposed rule change should be approved or disapproved.

1. 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-2026-23 on the subject line.

15 U.S.C. 78s(b)(3)(A). 20 17 CFR 240.19b-4(f)(2). 21 15 U.S.C. 78s(b)(2)(B). 22

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-2026-23. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/rules/sro.shtml). Copies of the filing will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR-NYSEAMER-2026-23 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. 23

Sherry R. Haywood, Assistant Secretary.

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