NYSE Arca Proposes CAT Fee 2026-1 at $0.000001 per Executed Equivalent Share

Proposal to amend the NYSE Arca Equities Fees and Charges and the NYSE Arca Options Fees 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, NOTE: Clicking the signature block at right will initiate digitally signing the Securities Exchange Act of 1934 Extension of Time Period for Form 19b-4prepared to respond to questions and comments on the action.Last Name *Contact Information✔✔✔RulePage 1 of *File No. * SR - - * DescriptionTitle *First Name *Amendment No. (req. for Amendments *)Telephone *Faxform. A digital signature is as legally binding as a physical signature, and Required fields are shown with yellow backgrounds and asterisks.Pilot19b-4(f)(1)19b-4(f)(5)E-mail *ByPursuant 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 Arca, Inc.has duly caused this filing to be signed on its behalf by the undersigned thereunto duly authorized. DateSignatureDate Expires *19b-4(f)(2)19b-4(f)(6)(212) 656-8101Senior Director, Corporate SecretarySamirPatel(212) 656-2030NYSE Arca, Inc.Filing by Notice of proposed change pursuant to the Payment, Clearing, and Settlement Act of 2010 Director, Associate General CounselSamir.Patel@ice.com04/22/2026Martha ReddingExhibit 3 Sent As Paper DocumentSection 806(e)(1) *Section 806(e)(2) *Exhibit 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 Ex. 1 NYSE Arca Prospective Fees 2026.docxNYSE Arca - CAT Funding Fees - Prospective Fees - 2026-1 - 19b4.docx WASHINGTON, D.C. 20549 date, and corresponding file number (e.g., SR-[SRO]-xx-xx). A material failure to comply with these guidelines will NYSE Arca - CAT Funding Fees - Prospective Fees - 2026-1 - Ex5.docxThe self-regulatory organization may choose to attach as Exhibit 5 proposed changes to rule text in place of The full text shall be marked, in any convenient manner, to indicate additions to and deletions from the 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 result in the proposed rule change being deemed not properly filed. See also Rule 0-3 under the Act (17 CFR Exhibit 2- Notices, Written Comments, Copies of any form, report, or questionnaire that the self-regulatory organization proposes to use to help immediately preceding filing. The purpose of Exhibit 4 is to permit the staff to identify immediately the changes providing it in Item I and which may otherwise be more easily readable if provided separately from Form 19b-4. 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 ViewViewViewAddRemoveViewViewRemoveAddExhibit Sent As Paper DocumentAddRemoveRemoveViewRemoveAddAddExhibit Sent As Paper DocumentRemoveAddExhibit 5 - Proposed Rule TextViewAddAddRemoveViewRemovePartial Amendment240.0-3)implement or operate the proposed rule change, or that is referred to by the proposed rule change.Transcripts, Other Communicationsmade from the text of the rule with which it has been working.Exhibit 5 shall be considered part of the proposed rule changeFor complete Form 19b-4 instructions please refer to the EFFS website.electronically 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 ("Exchange Act" or "Act") and Rule 19b-4 thereunder, NYSE Arca, Inc. 1 2 ("NYSE Arca" or the "Exchange") proposes to amend the NYSE Arca Equities Fees and Charges ("Equities Fee Schedule") and the NYSE Arca Options Fees and Charges ("Options Fee Schedule") to establish fees for Industry Members 3 related to reasonably budgeted CAT costs of the National Market System Plan Governing the Consolidated Audit Trail (the "CAT NMS Plan" or "Plan") for the period from May 1, 2026 through December 31, 2026. These fees would be payable to Consolidated Audit Trail, LLC ("CAT LLC" or the "Company") and referred to as CAT Fee 2026-1, and would be described in a section of the Exchange's fee schedule entitled "Consolidated Audit Trail Funding Fees." The fee rate for CAT Fee 2026-1 would be $0.000001 per executed equivalent share. CAT Executing Brokers will receive their first monthly invoice for CAT Fee 2026-1 in June 2026 calculated based on their transactions as CAT Executing Brokers for the Buyer ("CEBB") and/or CAT Executing Brokers for the Seller ("CEBS") in May 2026. As described further below, CAT Fee 2026-1 is anticipated to be in place for eight months, and is anticipated to recover approximately two-thirds of the costs set forth in the reasonably budgeted CAT costs for 2026. 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 authority delegated to it by the Board of the Exchange. No further action is required under the Exchange's governing documents. Therefore, the Exchange's internal procedures with respect to the proposed rule change are complete. The person on the Exchange staff prepared to respond to questions and comments on the proposed rule change is:

15 U.S.C. 78s(b)(1).117 CFR 240.19b-4.2An "Industry Member" is defined as "a member of a national securities exchange or a member of a national3securities association." See NYSE Arca Rule 11.6810(u). See also Section 1.1 of the CAT NMS Plan.Unless otherwise specified, capitalized terms used in this rule filing are defined as set forth in the CATNMS Plan and/or the CAT Compliance Rule. See NYSE Arca Rule 11.6810.

Samir Patel Associate General Counsel NYSE Group, Inc. (212) 656-2030

1. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change (a) Purpose On July 11, 2012, the Commission adopted Rule 613 of Regulation NMS, which required the self-regulatory organizations ("SROs") to submit a national market system ("NMS") plan to create, implement and maintain a consolidated audit trail that would capture customer and order event information for orders in NMS securities across all markets, from the time of order inception through routing, cancellation, modification or execution. On November 15, 2016, the 4Commission approved the CAT NMS Plan. Under the CAT NMS Plan, the Operating 5Committee has the discretion to establish funding for CAT LLC to operate the CAT, including establishing fees for Industry Members to be assessed by CAT LLC that would be implemented on behalf of CAT LLC by the Participants. The Operating Committee adopted a revised 6funding model to fund the CAT ("CAT Funding Model"). On March 16, 2026, the Commission approved the CAT Funding Model after concluding that the model satisfied the requirements of Section 11A of the Exchange Act and Rule 608 thereunder. 7 The CAT Funding Model provides a framework for the recovery of the costs to create, develop and maintain the CAT, including providing a method for allocating costs to fund the CAT among Participants and Industry Members. The CAT Funding Model establishes two categories of fees: (1) CAT fees assessed by CAT LLC and payable by certain Industry Members to recover a portion of historical CAT costs previously paid by the Participants ("Historical CAT Assessment" fees); and (2) CAT fees assessed by CAT LLC and payable by Participants and Industry Members to fund prospective CAT costs ("CAT Fees"). 8 Under the CAT Funding Model, Participants, CEBBs and CEBSs are subject to fees designed to cover the ongoing budgeted costs of the CAT, as determined by the Operating Committee. "The Operating Committee will establish fees ('CAT Fees') to be payable by Participants and Industry Members with regard to CAT costs not previously paid by the

Securities Exchange Act Rel. No. 67457 (July 18, 2012), 77 Fed. Reg. 45722 (Aug. 1, 2012).4Securities Exchange Act Rel. No. 79318 (Nov. 15, 2016), 81 Fed. Reg. 84696 (Nov. 23, 2016) ("CAT5NMS Plan Approval Order").

6 Securities Exchange Act Rel. No. 105003 (Mar. 16, 2026), 91 Fed. Reg. 13410 (Mar. 19, 2026) ("CAT7 Funding Model Approval Order"). This CAT Funding Model replaced the prior funding model that was approved by the Commission on September 6, 2023. Securities Exchange Act Rel. No. 98290 (Sept. 6, 2023), 88 Fed. Reg. 62628 (Sept. 12, 2023). Under the CAT Funding Model, the Operating Committee may establish CAT Fees related to CAT costs8 going forward. Section 11.3(a) of the CAT NMS Plan. This filing only establishes CAT Fee 2026-1 related to reasonably budgeted CAT costs for the period from May 1, 2026 through December 31, 2026 as described herein; it does not address any other potential CAT Fees related to CAT costs. Any such other CAT Fee will be subject to a separate fee filing. In addition, under the CAT Funding Model, the Operating Committee may establish one or more Historical CAT Assessments. Section 11.3(b) of the CAT NMS Plan. This filing does not address any Historical CAT Assessments.

Participants ('Prospective CAT Costs')." In establishing a CAT Fee, the Operating Committee will calculate a "Fee Rate" for the relevant period. Then, for each month in which a CAT Fee is in effect, each CEBB and CEBS would be required to pay the fee for each transaction in Eligible Securities executed by the CEBB or CEBS from the prior month as set forth in CAT Data, where the fee for each transaction will be calculated by multiplying the number of executed equivalent shares in the transaction by one-third and by the Fee Rate. The CAT Fees to be paid by CEBBs and CEBSs are designed to contribute toward the recovery of two-thirds of the budgeted CAT costs for the relevant period. The CAT Funding 10Model is designed to require that the Participants contribute to the recovery of the remaining one-third of the budgeted CAT costs. Participants would be subject to the same Fee Rate as 11CEBBs and CEBSs. While CAT Fees charged to Industry Members become effective in 12accordance with the requirements of Section 19(b) of the Exchange Act, CAT fees charged to 13Participants are implemented via an approval of the CAT fees by the Operating Committee in accordance with the requirements of the CAT NMS Plan. Accordingly, this filing does not 14address Participant CAT fees as they are described in the CAT NMS Plan. 15 CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2026-1 to recover the reasonably budgeted CAT costs for the period from May 1, 2026 through December 31, 2026 in accordance with the CAT Funding Model. To implement this fee on behalf of CAT LLC, the CAT NMS Plan requires the Participants to "file with the SEC under Section 19(b) of the Exchange Act any such fees on Industry Members that the Operating Committee approves, and such fees shall be labeled as 'Consolidated Audit Trail Funding Fees.'" The Plan further states that "[o]nce the Operating Committee has approved such Fee 16Rate, the Participants shall be required to file with the SEC pursuant to Section 19(b) of the Exchange Act CAT Fees to be charged to Industry Members calculated using such Fee Rate." 17Accordingly, the purpose of this filing is to implement a CAT Fee on behalf of CAT LLC for Industry Members, referred to as CAT Fee 2026-1, in accordance with the CAT NMS Plan. (1) CAT Executing Brokers CAT Fee 2026-1 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities. The CAT NMS Plan defines a "CAT Executing Broker" to 18mean:

Section 11.3(a) of the CAT NMS Plan.910Section 11.3(a)(ii)(A) of the CAT NMS Plan.11Section 11.3(a)(ii) of the CAT NMS Plan.121314151617In its approval of the CAT Funding Model, the Commission determined that charging CAT fees to CAT18Executing Brokers was appropriate. In reaching this conclusion, the Commission noted that the use ofCAT Executing Brokers is appropriate because the CAT Funding Model is based upon the calculation ofexecuted equivalent shares, and, therefore, charging CAT Executing Brokers would reflect their executingrole in each transaction. Furthermore, the Commission noted that, because CAT Executing Brokers arealready identified in transaction reports from the exchanges and FINRA's equity trade reporting facilitiesrecorded in CAT Data, charging CAT Executing Brokers could streamline the billing process. CATFunding Model Approval Order at 13413.

(a) with respect to a transaction in an Eligible Security that is executed on an exchange, the Industry Member identified as the Industry Member responsible for the order on the buy-side of the transaction and the Industry Member responsible for the sell-side of the transaction in the equity order trade event and option trade event in the CAT Data submitted to the CAT by the relevant exchange pursuant to the Participant Technical Specifications; and (b) with respect to a transaction in an Eligible Security that is executed otherwise than on an exchange and required to be reported to an equity trade reporting facility of a registered national securities association, the Industry Member identified as the executing broker and the Industry Member identified as the contra-side executing broker in the TRF/ORF/ADF transaction data event in the CAT Data submitted to the CAT by FINRA pursuant to the Participant Technical Specifications; provided, however, in those circumstances where there is a non-Industry Member identified as the contra- side executing broker in the TRF/ORF/ADF transaction data event or no contra- side executing broker is identified in the TRF/ORF/ADF transaction data event, then the Industry Member identified as the executing broker in the TRF/ORF/ADF transaction data event would be treated as CAT Executing Broker for the Buyer and for the Seller. 19 The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange: Equity Order Trade (EOT) 20 # Field Name Key 12.n.8/ Alias is responsible for the order on this side13.n.8 of the trade. Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction.

CSection 1.1 of the CAT NMS Plan. In its approval order for the CAT Funding Model, the Commission19"recognize[d] that Industry Members may pass-through CAT fees for customer executed volume." SeeCAT Funding Model Approval Order at 13424.See Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan20Participants, Version 4.2.0-r2 (Feb. 24, 2026), https://www.catnmsplan.com/sites/default/files/2026-02/02.24.2026-CAT_Reporting_Technical_Specifications_for_Participants_4.2.0-r2.pdf ("CAT ReportingTechnical Specifications for Plan Participants").

This must be provided if orderID is provided. Option Trade (OT)21 # Field Name Key 16.n.13 / 17.n.13Aliasis responsible for the order In addition, the following fields of the Participant Technical Specifications would indicate the CAT Executing Brokers for the transactions executed otherwise than on an exchange: TRF/ORF/ADF Transaction Data Event (TRF)22 # Field Name Data Type Description Include Key 26 reportingExecutingMpid Member MPID of the executing party R Alias 28 contraExecutingMpid Member MPID of the contra-side C Alias executing party. (2) Calculation of Fee Rate 2026-1 The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2026-1 ("Fee Rate 2026-1") by dividing the reasonably budgeted CAT costs ("Budgeted CAT Costs 2026-1") for the period from May 1, 2026 through December 31, 2026 ("CAT Fee 2026-1 Period") by the reasonably projected total executed share volume of all transactions in Eligible Securities for the eight-month recovery period, as discussed in detail below. Based on this 23calculation, the Operating Committee has determined that Fee Rate 2026-1 would be $0.000003799483243631228 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000001 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below. (A) CAT Fee 2026-1 Period

See Table 52, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications21for Plan Participants.See Table 62, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical22RSpecifications for Plan Participants.Section 11.3(a)(i) of the CAT NMS Plan.23

CAT LLC proposes to implement CAT Fee 2026-1. CAT LLC proposes to commence CAT Fee 2026-1 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2026-1 "would be calculated as described in paragraph (II)" of Section 11.3(a)(i)(A) of the CAT NMS Plan, which states that "[d]uring each year, the Operating Committee will calculate 24a new Fee Rate by dividing the reasonably budgeted CAT costs for the remainder of the year by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the remainder of the year." For CAT Fee 2026-1, the reasonably budgeted CAT 25costs for "the remainder of the year" are the reasonably budgeted CAT costs from May 1, 2026 through December 31, 2026 as set forth in the updated annual budget for 2026 for CAT LLC approved by the Operating Committee on March 31, 2026 ("Updated 2026 CAT Budget"). 26 (B) Executed Equivalent Shares for Transactions in Eligible Securities Under the CAT NMS Plan, for purposes of calculating CAT Fees, executed equivalent shares in a transaction in Eligible Securities will be reasonably counted as follows: (1) each executed share for a transaction in NMS Stocks will be counted as one executed equivalent share; (2) each executed contract for a transaction in Listed Options will be counted based on themultiplier applicable to the specific Listed Options (i.e., 100 executed equivalent shares or such other applicable multiplier); and (3) each executed share for a transaction in OTC Equity Securities will be counted as 0.01 executed equivalent share. 27 (C) Budgeted CAT Costs 2026-1 The CAT NMS Plan states that "[t]he budgeted CAT costs for the year shall be comprised of all reasonable fees, costs and expenses reasonably budgeted to be incurred by or for the Company in connection with the development, implementation and operation of the CAT as set forth in the annual operating budget approved by the Operating Committee pursuant to Section 11.1(a) of the CAT NMS Plan, or as adjusted during the year by the Operating Committee." Section 11.1(a) of the CAT NMS Plan describes the requirement for the28Operating Committee to approve an operating budget for CAT LLC on an annual basis. It requires the budget to "include the projected costs of the Company, including the costs of developing and operating the CAT for the upcoming year, and the sources of all revenues to cover such costs, as well as the funding of any reserve that the Operating Committee reasonably deems appropriate for the prudent operation of the Company." Section 11.1(a)(i) of the CAT NMS Plan further states that: [w]ithout limiting the foregoing, the reasonably budgeted CAT costs shall include technology (including cloud hosting services, operating fees, CAIS operating fees, change request fees and capitalized developed technology costs), legal, consulting, insurance, professional and administration, and public relations costs, a reserve and

Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan.24Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.25The Updated 2026 CAT Budget is available on the CAT website26(https://www.catnmsplan.com/sites/default/files/2026-04/03.31.26-CAT-2026-Budget.pdf).Section 11.3(a)(i)(B) of the CAT NMS Plan. In approving the CAT Funding Model, the Commission27concluded that "the use of executed equivalent share volume provides an appropriate basis for thecalculation of CAT fees." CAT Funding Model Approval Order at 13413.Section 11.3(a)(i)(C) of the CAT NMS Plan.28

such other cost categories as reasonably determined by the Operating Committee to be included in the budget. In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2026 for CAT LLC ("Original 2026 CAT Budget") on December 11, 2025.On March 31, 2026, the Operating Committee approved an updated budget for 2026,29referred to as the Updated 2026 CAT Budget. The Updated 2026 CAT Budget includes actual costs for each category for January and February 2026, with updated estimated costs for the remainder of the year. The updated costs for May through December as included in the Updated2026 CAT Budget (i.e., Budgeted CAT Costs 2026-1) are the costs used in calculating CAT Fee 2026-1.The 2026 CAT budgets, both the Original 2026 CAT Budget and the Updated 202630CAT Budget, were prepared on the accrual basis of accounting. 31 As described in detail below, the Budgeted CAT Costs 2026-1 would be $15,149,648. CEBBs collectively will be responsible for one-third of the Budgeted CAT Costs 2026-1 (which is $5,049,882.67), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2026-1 (which is $5,049,882.67). The following describes in detail the Budgeted CAT Costs 2026-1 for CAT Fee 2026-1. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following: including a brief description of each line item in the budget, including (1) fees, change request fees and capitalized developed technology costs, (2) legal, (3)

Each of the costs described below is reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT.

The Original 2026 CAT Budget is available on the CAT website29(https://www.catnmsplan.com/sites/default/files/2025-12/12.08.25-CAT-LLC-2026-Financial_and_Operating_Budget.pdf).The version of the Updated 2026 CAT Budget set forth on the CAT website is presented on a quarterly30basis, but is prepared based on more granular detail. The costs for May and June are estimated based ontwo-thirds of costs for Q2 where the budgeted monthly amounts are consistent. For those cases in whichthe costs for a category vary from month to month in Q2, the specific budgeted amounts for May and Juneare noted.CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were31primarily used to determine the dollar amount of promissory notes from the Participants that were requiredto fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costsfrom Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was preparedon the accrual basis of accounting to properly match projected revenues with estimated expenses incurred.A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditureswhen incurred. In moving from a cash basis budget to an accrual basis budget, there is no double countingof expenses.

The following table breaks down the Budgeted CAT Costs 2026-1 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan. The Budgeted CAT Costs 2026-1 33reflect the costs for May through December as included in the Updated 2026 CAT Budget. The Budgeted CAT Costs 2026-1 are the costs used in calculating CAT Fee 2026-1. Budgeted CAT Costs 2026-1

1. $3,450,000 Technology Costs: $83,737,680 Cloud Hosting Services $49,866,667 Operating Fees $19,691,953 CAIS Operating Fees $14,179,060 Change Request Fees $0 Legal $5,670,452 Consulting $1,025,957 Insurance $852,768 Professional and administration $749,151 Public relations $0 Interest Income ($1,453,382) Total Costs $94,032,626 Reserve (25% of Total Costs) $23,508,157 Total Costs and Reserve $117,540,783 Use of Existing Reserve ($102,391,135)

Note that costs and related cost calculations provided in this filing may reflect minor variations from the33budgeted costs due to rounding.

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1. Total Budgeted CAT Costs$15,149,648 2026-1

a - The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2026-1 Period have been appropriately excluded from the above table. 34b - Budgeted CAT Costs 2026-1 described in this table of costs were determined based on an analysis of a variety of factors, including historical costs/invoices, estimated costs from respective vendors/service providers, contractual terms with vendors/service providers, anticipated service levels and needs, and discussions with vendors and Participants. c - This cost number for capitalized developed technology costs reflects (1) capitalized developed technology costs of $3,450,000 for May, $0 for June and $0 for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget; and (2) $0 for the Software License Fee 2026 for the second, third, and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: ($3,450,000 +$0 + $0 + $0) + ($0 + $0 + $0) = $3,450,000. d - This cost number for cloud hosting services reflects two-thirds of the cloud hosting services costs for the second quarter and the cloud hosting services for Budget: (2/3 x $18,700,000) + $18,700,000 + $18,700,000 = $49,866,667. e - This cost number for operating fees reflects (1) two-thirds of the Non-CAIS fixed operating fees for the second quarter and the Non-CAIS fixed operating fees for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget and (2) two-thirds of the market data vendor fees for the second quarter and the market data vendor fees for the third and fourth quarter of 2026 as included in the Updated 2026 CAT Budget: ((2/3 x $7,191,853) + $7,191,853 + $7,191,853) + ((2/3 x $192,630) + $192,630 + $192,630) = $19,691,953. f - This cost number for CAIS operating fees reflects two-thirds of the CAIS fixed operating fees for the second quarter and the CAIS fixed operating fees for Budget: (2/3 x $5,317,147) + $5,317,147 + $5,317,147 = $14,179,060. g - This $0 cost number for change requests reflects the fact that there were no h - This cost number for legal services reflects two-thirds of the legal costs for the second quarter and the legal costs for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: (2/3 x $2,145,170) + $2,125,170 + $2,115,170 = $5,670,452. i - This cost number for consulting services reflects two-thirds of the consulting costs for the second quarter and the consulting costs for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: (2/3 x $384,734) + $384,734 + $384,734 = $1,025,957. j - This cost number for insurance reflects two-thirds of the insurance costs for the second quarter and the insurance costs for the third and fourth quarters of With respect to certain costs that were "appropriately excluded," such excluded costs relate to the34amortization of capitalized technology costs, which are amortized over the life of the Plan ProcessorAgreement. As such costs have already been otherwise reflected in the filing, their inclusion would doublecount the capitalized technology costs. In addition, amortization is a non-cash expense.

2026 as included in the Updated 2026 CAT Budget: (2/3 x $300,977) + $321,042 + $331,074 = $852,768. k - This cost number for professional and administration services reflects two- thirds of the professional and administration costs for the second quarter and the professional and administration costs for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: (2/3 x $280,932) + $280,932 + $280,932 = $749,151. l - This $0 cost number of change requests reflects the fact that there were no m - This interest income reflects interest income (net of bank fees) of $517,208 for May and June and interest income (net of bank fees) for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: $517,208 + $571,010 + $365,164 = $1,453,382. Note that interest income for May and June 2026 of $517,208 is slightly less than two-thirds of $809,598 (which is $539,732) for the second quarter as the amount of interest income varies from month to month. n - This amount for the use of the existing reserve is calculated by subtracting from the Accrued Liquidity Reserve Balance as of the Beginning of the Year in the Updated 2026 CAT Budget the 25% Incremental Liquidity Reserve Accrued during 2026 for the first quarter and for April of 2026 as included in the Updated 2026 CAT Budget: $155,403,378 - ($41,800,153 + $11,212,091) = $102,391,135. Note that the 25% Incremental Liquidity Reserved Accrued during 2026 for April 2026 of $11,212,091 is slightly more than one-third of $33,366,432 (which is $11,122,144) for the second quarter as the amount of the 25% Incremental Liquidity Reserved Accrued during 2026 varies from month to month.

To the extent that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2026-1 is in effect, CAT LLC will use the proceeds from CAT Fee 2026-1 and the related Participant CAT fees to repay such notes. The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2025 approved by the Operating Committee in May 2025 ("May Updated 2025 CAT Budget"), the updated annual CAT budget for 2025 approved by the 35Operating Committee in November 2025 ("November Updated 2025 CAT Budget") , the 36Original 2026 CAT Budget and the Updated 2026 CAT Budget, and is provided for informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for the period from May 1, 2026 through December 31, 2026, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing. Comparison of Full Year Budgeted Costs

The May Updated 2025 CAT Budget is available on the CAT website35(https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf).The November Updated 2025 CAT Budget is available on the CAT website36(https://www.catnmsplan.com/sites/default/files/2025-12/12.22.25_CAT-LLC-2025-Finacial_and_Operating-Budget.pdf).

CAT Costs CAT Costs CAT Costs 2026 CAT 2026 CAT Budget Budget $4,871,962 $5,163,991 $8,228,827 $8,378,964

Technology Costs: $211,548,472 $173,091,660 $137,514,003 $128,643,476 Cloud Hosting Services $159,230,937 $122,084,811 $81,900,006 $77,529,362 Operating Fees $30,817,686 $29,932,001 $34,345,413 $29,845,524 b CAIS Operating Fees $20,749,848 $20,749,848 $21,268,584 $21,268,590 Change Request Fees $750,000 $325,000 $0 $0 Legal $7,370,002 $7,312,547 $8,485,000 $8,939,184 Consulting $1,749,998 $1,750,000 $1,550,000 $1,550,000 Insurance $1,594,452 $1,368,750 $1,505,625 $1,254,070 Professional and administration $1,193,090 $1,392,679 $1,145,500 $1,085,500 Public relations $6,575 $6,575 $0 $0 Interest Income $0 $(2,510,223) ($1,995,958) ($2,806,325) Total Annual CAT Costs $228,334,551 $187,575,979 $156,432,998 $147,044,869 a - This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget. b - This cost number is calculated by adding together the Operating fees, the Cyber Insurance Premium Adjustment (if any) and market data vendor fees (if any separate fees) for each budget. c - This total cost number does not include an amount for a reserve.

In addition, the following table compares the budgeted costs for January and February 2026 that were used in drafting the Original 2026 CAT Budget with the actual costs for January and February 2026 that were used in drafting the Updated 2026 CAT Budget. The Original 2026 CAT Budget includes budgeted costs for January and February 2026, whereas the Updated 2026 CAT Budget includes actual costs for January and February 2026. The variance from the budgeted costs for January and February 2026 to the actual costs for January and February 2026 are used in this filing in supporting the reasonableness of the estimates for each category of costs. Comparison of Budgeted and Actual Costs for January & February 2026

Budget Category Budgeted Costs for Actual Costs for Variance from January & February January & Budgeted Costs for 2026 February 2026 January & February 2026 to Actual Costs for January & (as used in drafting the (as used in drafting February of 2026 Original 2026 CAT the Updated 2026 Budget) CAT Budget)

$671,472 $4,145,430 Increase by $3,473,958 b

Technology Costs: $25,894,000 $21,501,183 Cloud Hosting $17,200,000 $12,829,362 Decrease by $4,370,638 c Services Operating Fees $5,149,236 $5,127,057 Decrease by $22,179 CAIS Operating Fees $3,544,764 $3,544,764 No change Change Request Fees $0 $0 No change Legal $1,424,166 $1,838,617 Increase by $414,451 d Consulting $258,334 $267,554 Increase by $9,220 Insurance $250,938 $200,652 Decrease by $50,286 Professional and $190,916 $149,061 Decrease by $41,855 administration Public relations $0 $0 No change Interest Income ($758,343) ($757,527) Decrease by $816 Total $27,931,483 $27,344,970 Decrease by $586,513 a - This cost number for capitalized developed technology costs is calculated by adding together the capitalized developed technology costs and the software license fee for each budget. b - The variance for capitalized developed technology costs is the result of costs related to the software license fee in accordance with the Plan Processor Agreement with FCAT. c - This variance is attributable to lower than forecasted market volumes and the impact of lower processing costs due to shutting down certain functionalities. d - The variance in legal costs is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created.

(i) Technology Costs - Cloud Hosting Services (a) Description of Cloud Hosting Services Costs

Prospective CAT Fee to provide a brief description of the cloud hosting services costs set forth in the budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $49,866,667 in technology costs for cloud hosting services for the CAT Fee 2026-1 Period. The technology costs for cloud hosting services represent costs reasonably budgeted to be incurred for services provided by the cloud services provider for the CAT, Amazon Web Services, Inc. ("AWS") during the CAT Fee 2026-1 Period. In the agreement between CAT LLC and the Plan Processor for the CAT ("Plan Processor Agreement"), FINRA CAT, LLC ("FCAT"), AWS was named as the subcontractor to provide cloud hosting services. Under the Plan Processor Agreement, CAT LLC is required to pay FCAT the fees incurred by the Plan Processor for cloud hosting services provided by AWS as FCAT's subcontractor on a monthly basis for the cloud hosting services, and FCAT, in turn, pays such fees to AWS. The fees for cloud hosting services were negotiated by FCAT on an with the CAT NMS Plan and Rule 613, taking into consideration a variety of factors, including the expected volume of data, the breadth of services provided and market rates for similar services. Services provided by AWS include storage services, databases, compute services and other services (such as networking, management tools and DevOps tools), as well as various environments for CAT, such as development, performance testing, test, and production environments. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs cloud hosting services for both the CAT transaction database as well as the Reference Database (previously referred to as the Customer and Account Information System, or "CAIS"). It is 37anticipated that such cloud hosting services will continue during the CAT Fee 2026-1 Period. The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data. The greater the amount of 38CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2026-1 Period, it is expected that AWS would provide cloud hosting services for volumes of CAT Data far in excess of the volume predictions set forth in the CAT NMS Plan. The CAT NMS Plan states, when all CAT Reporters are submitting their data to the CAT, it "must be sized to receive[,] process and load more than 58 billion records per day," and that "[i]t is expected that 39the Central Repository will grow to more than 29 petabytes of raw, uncompressed data." In 40contrast with those estimates, the Q3 2025 data volumes averaged 792 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025.

On January 13, 2026, the SEC approved an amendment to the CAT NMS Plan relating to the Customer and37Account Information System (referred to as "CAIS"). Effective with this amendment, CAIS has beenrenamed as the "Reference Database." Securities Exchange Act Rel. No. 104586 (Jan. 13, 2026), 91 Fed.Reg. 2164 (Jan. 16, 2026) ("CAIS Amendment"). The SEC subsequently approved another amendment tothe CAT NMS Plan to implement various cost savings measures that made further changes to the ReferenceDatabase. Securities Exchange Act Rel. No. 105107 (Mar. 27, 2026), 91 Fed. Reg. 16284 (Mar. 27, 2026)("Cost Savings Amendment").In addition to the effect of the data volume on the cloud hosting costs, the processing timelines set forth in38the Plan contribute to the cloud hosting costs. For further discussion of the effect of processing timelineson cloud hosting costs, see Section 3(b)(2)(A)(i) below.Section 1.3 of Appendix D of the CAT NMS Plan, n.262.39Section 1.3 of Appendix D of the CAT NMS Plan.40

CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2026-1 Period will be approximately $49,866,667. The budget for cloud hosting services costs 41 Specifically, this estimate was calculated by adding two-thirds of the cloud hosting services costs for the second quarter and the cloud hosting services for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget. 42 CAT LLC estimated the budget for the cost for cloud hosting services for the CAT Fee 2026-1 Period based on an assumption of 35% annual year-over-year volume growth for the transaction database and an assumption of 5% annual year-over-year volume growth for the Reference Database. CAT LLC determined these growth assumptions in coordination with FCAT.43 This process for estimating the budget for cloud hosting services costs for the CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the cloud hosting services costs for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for cloud hosting services of $17,200,000 for January and February 2026. The actual costs for cloud hosting services for January and February 2026, which are set forth in the Updated 2026 CAT Budget, were $12,829,362. Therefore, the variance between budgeted and actual cloud hosting services costs for January and February 2026 was an approximate decrease of $4,370,638 as a result of lower volumes and a change in functionality. 44estimating the budgeted cloud hosting services costs for the CAT Fee 2026-1 Period is

CAT Fee to describe the reason for changes in the line item for cloud hosting services costs from the prior CAT Fee filing. As this is the first Prospective CAT Fee filing under this CAT Funding Model, this filing describes the changes in the cloud hosting services costs from the Original 2026 Budget. Specifically, the following describes the differences in the costs for cloud 45

41 This calculation is (2/3 x $18,700,000) + $18,700,000 + $18,700,000 = $49,866,667.42 Note that these growth rates are based on events processed and stored in the CAT. Executed transactions43 are a small subset of such events. As a result, the number of transactions in the CAT, and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly. 44

The last Prospective CAT Fee, CAT Fee 2025-2, was implemented pursuant to the prior CAT funding45model. Moreover, the final invoice for CAT Fee 2025-2 was sent in December 2025, and, therefore, thereis a six-month gap between the final invoice for CAT Fee 2025-2 and the first invoice for CAT Fee 2026-1,which would be in June 2026. Accordingly, this filing describes the changes in the cloud hosting servicescosts from the Original 2026 Budget.

hosting services included in the Original 2026 CAT Budget versus the Updated 2026 CAT Budget, and the reasons for any changes. The annual 2026 budgeted costs for cloud hosting services included in the Original 2026 CAT Budget were $81,900,006, and the annual 2026 budgeted costs for cloud hosting services included in the Updated 2026 CAT Budget are $77,529,362. Accordingly, budgeted annual costs for cloud hosting services decreased by $4,370,644 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget, which is an approximate 5% reduction in cloud hosting services costs for the full year of 2026. The budgeted decrease in costs for cloud hosting services 46reflects lower costs for January and February 2026 due to lower than forecasted market volumes in January and the impact of lower processing costs due to shutting down certain functionalities. (ii) Technology Costs - Operating Fees (a) Description of Operating Fees Prospective CAT Fee to provide a brief description of the operating fees set forth in the budget. of the CAT NMS Plan that included $19,691,953 in technology costs for operating fees for the CAT Fee 2026-1 Period. Operating fees are those fees paid by CAT LLC to FCAT as the Plan Processor to operate and maintain the CAT and to perform business operations related to the management as required by the CAT NMS Plan. Operating fees also include market data provider costs, as discussed below. Plan Processor: FCAT. Under the Plan Processor Agreement with FCAT, CAT LLC is required to pay FCAT a negotiated monthly fixed price for the operation of the CAT. This fixed price contract was negotiated on an arm's length basis with the goals of managing costs and receiving services required to comply with the CAT NMS Plan and Rule 613, taking into consideration a variety of factors, including the breadth of services provided and market rates for similar types of activity. It is anticipated that FCAT will provide a variety of services to the CAT during the CAT Fee 2026-1 Period, including the following:  Provide the CAT-related functions and services as the Plan Processor as required by SEC Rule 613 and the CAT NMS Plan in connection with the operation and maintenance of the CAT;  Address compliance items, including drafting CAT policies and procedures, and addressing Regulation SCI requirements;  Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups;

 Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan;  Oversee the security of the CAT;  Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting;  Provide support to subcontractors under the Plan Processor Agreement;  Provide support in discussions with the Participants and the SEC and its staff;  Operate the FINRA CAT Helpdesk;  Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars;  Administer the CAT website and all of its content;  Maintain cyber security insurance related to the CAT;  Assist with billing, collection and other CAT fee-related activity; and  Provide technical support and assistance with connectivity, data access, and user support, including the use of CAT Data and query tools, for Participants and the SEC staff. CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2026-1 Period based on the recurring monthly operating fees under the Plan Processor Agreement. Market Data Provider: Algoseek. It is anticipated that the operating fees costs for the CAT Fee 2026-1 Period will include costs related to the receipt of certain market data for the CAT pursuant to an agreement between FCAT and Algoseek, LLC ("Algoseek"). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, and that the fees were reasonable and in line with market rates for the market data received. All costs under the contract would be treated as a direct pass through cost to CAT LLC. CAT LLC estimated the budget for the costs for Algoseek for the CAT Fee 2026-1 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT. Operating Fee Estimates. CAT LLC estimates that the budget for operating fees during the CAT Fee 2026-1 Period will be approximately $19,691,953. The budget for operating fees 47 Specifically, this estimate was calculated by adding (1) two-thirds of the Non-CAIS fixed

operating fees for the second quarter and the Non-CAIS fixed operating fees for the third and fourth quarters of 2026 included in the Updated 2026 CAT Budget and (2) two-thirds of the market data vendor fees for the second quarter and the market data vendor fees for the third and fourth quarter of 2026 included in the Updated 2026 CAT Budget. 48 As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2026-1 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. CAT LLC also recognized that the operating fees are generally consistent throughout the year. This process for estimating the budget for the operating fees for the CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the operating fees for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for operating fees of $5,149,236 for January and February 2026, and the actual costs for operating fees for January and February 2026 were $5,127,057. Therefore, the variance between budgeted and actual operating fees for this period was small - $22,179. 49that the process for estimating the budgeted operating fees for the CAT Fee 2026-1 Period is

CAT Fee to describe the reason for changes in the line item for operating fees from the prior this filing describes the changes in the operating fees from the Original 2026 Budget. Specifically, the following describes the differences in the costs for operating fees included in changes. The annual 2026 budgeted costs for operating fees included in the Original 2026 CAT Budget were $34,345,413, and the annual 2026 budgeted costs for operating fees included in the Updated 2026 CAT Budget are $29,845,524. Accordingly, budgeted annual costs for operating fees decreased by $4,499,889 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget, which is an approximate 13% reduction in operating fees for the full year of 2026. 50The budgeted decrease in costs for operating fees reflects the proposed amendments to the Plan Processor Agreement related to the recent cost savings amendments to the CAT NMS Plan. 51 (iii) Technology Costs - CAIS Operating Fees (a) Description of CAIS Operating Fees Prospective CAT Fee to provide a brief description of the CAIS operating fees set forth in the

This calculation is ((2/3 x $7,191,853) + $7,191,853 + $7,191,853) + ((2/3 x $192,630) + $192,630 +48$192,630) = $19,691,953.

49 50 51

Section 11.1(a) of the CAT NMS Plan that included $14,179,060 in technology costs for CAIS operating fees for the CAT Fee 2026-1 Period. CAIS operating fees represent the fees paid to FCAT for services provided with regard to the operation and maintenance of the Reference Database (previously referred to as CAIS), and to perform the business operations related to the management. The CAT is required under the CAT NMS Plan to capture and store Reference Data in the Reference Database and to create a CAT-Customer-ID for each Customer. 52 During the CAT Fee 2026-1 Period, it is anticipated that FCAT will provide services related to the Reference Database. Under the Plan Processor Agreement with FCAT, CAT LLC is required to pay FCAT for services related to the Reference Database provided by FCAT on a monthly basis. CAT LLC negotiated the fees for FCAT's services related to the Reference Database on an arm's length basis with the goals of managing costs and receiving services required to comply with the CAT NMS Plan, taking into consideration a variety of factors, including the services to be provided and market rates for similar types of activity. During the CAT Fee 2026-1 Period, it is anticipated that FCAT will continue to provide services relating to the ongoing operation, maintenance and support of the Reference Database. CAT LLC estimates that the budget for CAIS operating fees during the CAT Fee 2026-1 Period will be approximately $14,179,060. The budget for CAIS operating fees during the 53CAT Fee 2026-1 Period is calculated based on the Updated 2026 CAT Budget. Specifically, this estimate was calculated by adding two-thirds of the CAIS fixed operating fees for the second quarter and the CAIS fixed operating fees for the third and fourth quarters of 2026 included in the Updated 2026 CAT Budget. 54 CAT LLC calculated the budget for FCAT's services related to the Reference Database for the CAT Fee 2026-1 Period based on the recurring monthly CAIS operating fees under the Plan Processor Agreement. This process for estimating the budget for the CAIS operating fees for the CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the CAIS operating fees for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget of $3,544,764 for CAIS operating fees for January and February of 2026. The actual costs for CAIS operating fees for January and February of 2026, which are included in the Updated 2026 CAT Budget, were $3,544,764. There was no variance between budgeted and actual CAIS operating fees for the first two months of 2026. 55that the process for estimating the budgeted CAIS operating fees for the CAT Fee 2026-1 Period

See Section 9 of Appendix D of the CAT NMS Plan.5253This calculation is (2/3 x $5,317,147) + $5,317,147 + $5,317,147 = $14,179,060.5455

CAT Fee to describe the reason for changes in the line item for CAIS operating fees from the Model, this filing describes the changes in the CAIS operating fees from the Original 2026 Budget. Specifically, the following describes the differences in the costs for CAIS operating fees

CAIS operating fees are based on a recurring monthly rate payable to FCAT and are unchanged from the Original 2026 CAT Budget to the Updated 2026 CAT Budget. The annual 2026 budgeted costs for CAIS operating fees included in the Original 2026 CAT Budget were $21,268,584, and the annual 2026 budgeted costs for CAIS operating fees included in the Updated 2026 CAT Budget are $21,268,590. Accordingly, the budgeted annual costs for CAIS 56operating fees are the same for both the Original 2026 CAT Budget and the Updated 2026 CAT Budget. (iv) Technology Costs - Change Request Fees (a) Description of Change Request Fees Prospective CAT Fee to provide a brief description of the change request fees set forth in the Section 11.1(a) of the CAT NMS Plan that included $0 in technology costs for change request fees for the CAT Fee 2026-1 Period. The technology costs related to change request fees include costs related to certain modifications, upgrades or other changes to the CAT. Change requests are standard practice and necessary to reflect operational changes, including changes related to new market developments, such as new market participants. In general, if CAT LLC determines that a modification, upgrade or other changes to the functionality or service is necessary and appropriate, CAT LLC will submit a request for such a change to the Plan Processor. The Plan Processor will then respond to the request with a proposal for implementing the change, including the cost (if any) of such a change. CAT LLC then determines whether to approve the proposed change. The change request budget line is established to include expected costs to be incurred inwhich the nature of the costs (i.e., capitalization versus expensing) have not yet been determined. Upon the incurrence of such costs, the final determination of capitalization versus expensing is determined and then such costs are reclassified from the change request line to the appropriate technology cost line item. CAT LLC estimates that the budget for change requests during the CAT Fee 2026-1 Period will be approximately $0. The budget for change requests during the CAT Fee 2026-1 57Period is calculated based on the Updated 2026 CAT Budget. This $0 cost number for change

56 57

request fees reflects the fact that there were no change request fees set forth in the Updated 2026 CAT Budget. CAT LLC estimated the budget for the potential change requests for the CAT Fee 2026-1 Period based on, among other things, a review of past change requests and potential future change request needs, as well as discussions with FCAT. This process for estimating the budget for the change requests for the CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the change requests cost for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a change request budget of $0 for January and February of 2026. The actual costs for change requests for January and February of 2026, which are set forth in the Updated 2026 CAT Budget, were $0. There was no variance between budgeted and actual change request costs for January and February of 2026. 58estimating the budgeted change request costs for the CAT Fee 2026-1 Period is reasonable.

CAT Fee to describe the reason for changes in the line item for change request fees from the Model, this filing describes the changes in the change request fees from the Original 2026 Budget. Specifically, the following describes the differences (if any) in the costs for change request fees included in the Original 2026 CAT Budget versus the Updated 2026 CAT Budget, and the reasons for any changes. The annual 2026 budgeted costs for change requests included in the Original 2026 CAT Budget were $0, and the annual 2026 budgeted costs for change requests included in the Updated Accordingly, budgeted annual costs for change requests are the 59same for both the Original 2026 CAT Budget and the Updated 2026 CAT Budget. (v) Technology Costs - Capitalized Developed Technology Costs (a) Description of Capitalized Developed

Prospective CAT Fee to provide a brief description of the capitalized developed technology costs pursuant to Section 11.1(a) of the CAT NMS Plan that includes $3,450,000 in technology costs for capitalized developed technology costs for the CAT Fee 2026-1 Period. This category of costs includes the budget for capitalizable application development costs incurred in the development of the CAT. It is anticipated that such costs will include certain costs related to the software license fee for the Reference Database in accordance with the Plan Processor

58 59

Agreement with FCAT, as well as costs related to a set of technology changes to be implemented by FCAT related to the cost savings amendments and the move to 23x5 trading. 60 CAT LLC estimates that the budget for capitalized developed technology costs during the CAT Fee 2026-1 Period will be approximately $3,450,000. The budget for capitalized 61developed technology costs during the CAT Fee 2026-1 Period is calculated based on the Updated 2026 CAT Budget. Specifically, this estimate was calculated by adding (1) capitalized developed technology costs of $3,450,000 for May, $0 for June and $0 for the third and fourth quarters of 2026 included in the Updated 2026 CAT Budget; and (2) $0 for the Software License Fee 2026 for the second, third, and fourth quarters of 2026 included in the Updated 2026 CAT Budget. 62 CAT LLC estimated the budget for capitalized developed technology costs for the CAT Fee 2026-1 Period based on an analysis of a variety of factors, including information related to potential technology costs and related contractual and Plan requirements, and discussions with FCAT regarding such potential technology costs. This process for estimating the budget for capitalized developed technology costs for the CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the capitalized developed technology costs for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for capitalized developed technology costs of $671,472 for January and February 2026, and the actual costs for capitalized developed technology costs for January and February 2026 were $4,145,430. The variance of 63$3,473,958 for January and February 2026 is the result of costs related to the software license fee for the Reference Database in accordance with the Plan Processor Agreement with FCAT. Accordingly, CAT LLC believes that the process for estimating the budgeted capitalized developed technology costs for the CAT Fee 2026-1 Period is reasonable.

CAT Fee to describe the reason for changes in the line item for capitalized developed technology CAT Funding Model, this filing describes the changes in the capitalized developed technology costs for capitalized developed technology costs as included in the Original 2026 CAT Budget The annual 2026 budget for capitalized developed technology costs included in the Original 2026 CAT Budget was $8,228,827, and the annual 2026 budget for capitalized developed technology costs included in the Updated 2026 CAT Budget are $8,378,964. 64Accordingly, the annual budget for capitalized developed technology costs increased by $150,137 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget, which is an

60 61 This calculation is ($3,450,000 +$0 + $0 + $0) + ($0 + $0 + $0) = $3,450,000. Note that the $4,178,96462 cost for the software license fee was not included in the CAT Fee 2026-1 Period. 63 64

approximate 2% increase in the capitalized developed technology costs for the full year of 2026. This budgeted increase in the annual budget for capitalized developed technology costs was the result of costs related to the software license fee for the Reference Database in accordance with the Plan Processor Agreement with FCAT. (vi) Legal Costs (a) Description of Legal Costs Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to provide a brief description of the legal costs set forth in the budget. The the CAT NMS Plan that includes $5,670,452 in legal costs for the CAT Fee 2026-1 Period. This category of costs represents budgeted costs for legal services for this period. CAT LLC anticipates that it will receive legal services from two law firms, Wilmer Cutler Pickering Hale and Dorr LLP ("WilmerHale") and Jenner & Block LLP ("Jenner"), during the CAT Fee 2026-1 Period. Law Firm: WilmerHale. It is anticipated that legal costs during the CAT Fee 2026-1 Period will include costs related to the legal services performed by WilmerHale. CAT LLC anticipates that it will continue to employ WilmerHale during the CAT Fee 2026-1 Period based on, among other things, their expertise, long history with the project and recognition that the hourly fee rates for this law firm are anticipated to be in line with market rates for specialized legal expertise. WilmerHale's billing rates are negotiated on an annual basis and are determined with reference to the rates charged by other leading law firms for similar work. The Participants assess WilmerHale's performance and review prospective budgets and staffing plans submitted by WilmerHale on an annual basis. The legal fees will be paid by CAT LLC to WilmerHale. During the CAT Fee 2026-1 Period, it is anticipated that WilmerHale will provide legal services related to the following:  Assist with CAT fee filings and related funding issues;  Draft exemptive requests from CAT NMS Plan requirements and/or proposed amendments to the CAT NMS Plan;  Provide legal guidance with respect to interpretations of CAT NMS Plan requirements;  Provide legal support for the Operating Committee, Compliance Subcommittee, working groups and Leadership Team;  Draft SRO rule filings related to the CAT Compliance Rule;  Manage corporate governance matters, including supporting Operating Committee meetings and preparing resolutions and consents;

 Assist with communications with the industry, including CAT Alerts and presentations;  Provide guidance regarding the confidentiality of CAT Data;  Assist with cost management analyses and proposals;  Assist with commercial contract-related matters, including change orders and amendments, Plan Processor Agreement items, and subcontract matters;  Provide support with regard to discussions with the SEC and its staff, including with respect to addressing interpretive and implementation issues;  Provide legal guidance with respect to the CAT budgets;  Provide background assistance to other counsel for CAT matters;  Assist with legal responses related to third-party data requests; and  Provide legal support regarding CAT policies and procedures. CAT LLC estimated the budget for the legal costs for WilmerHale for the CAT Fee 2026-1 Period through an analysis of a variety of factors, including WilmerHale fee rates, historical legal Law Firm: Jenner. It is anticipated that legal costs during the CAT Fee 2026-1 Period will include costs related to the legal services performed by Jenner. CAT LLC anticipates that it will continue to employ Jenner during the CAT Fee 2026-1 Period based on, among other things, their expertise, history with the project and recognition that their hourly fee rates are in line with market rates for specialized legal expertise. The legal fees will be paid by CAT LLC to Jenner. During the CAT Fee 2026-1 Period, it is anticipated that Jenner will continue to provide legal assistance to CAT LLC regarding certain litigation matters, including: (1) CAT LLC's defense against a lawsuit filed in the Western District of Texas against the SEC Chair, the SEC and CAT LLC challenging the validity of Rule 613 and the CAT and alleging various constitutional, statutory, and common law claims; (2) CAT LLC's intervention in a lawsuit in 65the Eleventh Circuit filed by various parties against the SEC challenging the SEC's approval of the CAT Funding Model; and (3) a lawsuit in the Eleventh Circuit filed by Citadel Securities 66LLC seeking review of the SEC's May 20, 2024 order granting the Participants temporary 67conditional exemptive relief related to the reporting of bids and/or offers made in response to a request for quote or other form of solicitation response provided in standard electronic format that is not immediately actionable. Litigation involving CAT LLC is an expense of operating 68the CAT, and, therefore, is appropriately an obligation of both Participants and Industry

Davidson et al. v. Atkins et al., Case No. 6:24-cv-197 (W.D. Tex.).65Am. Sec. Ass'n v. SEC, Case No. 26-10936 (11th Cir.).66Securities Exchange Act Rel. No. 100181 (May 20, 2024), 89 Fed. Reg. 45715 (May 23, 2024).67Citadel Securities v. SEC, Case No. 24-12300 (11th Cir.).68

Members under the CAT Funding Model. Jenner also will continue to provide legal counseling to CAT LLC related to the above-listed litigation and other litigation risk. CAT LLC estimated the budget for the legal costs for Jenner for the CAT Fee 2026-1 Period through an analysis of a variety of factors, including Jenner's fee rates, historical legal Legal Cost Estimates. CAT LLC estimates that the budget for legal services during the CAT Fee 2026-1 Period will be approximately $5,670,452. The budget for legal services 69 Specifically, this estimate was calculated by adding budgeted costs for two-thirds of the legal costs for the second quarter and the legal costs for the third and fourth quarters of 2026 included in the Updated 2026 CAT Budget. 70 CAT LLC estimated the budget for the legal services for the CAT Fee 2026-1 Period based on an analysis of a variety of factors, including law firm fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues. This process for estimating the budget for the legal services for CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the legal cost for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for legal costs of $1,424,166 for January and February of 2026. The actual costs for legal services for January and February 2026, which are included in the Updated 2026 Budget, were $1,838,617. The increase of $414,451 was due to unanticipated 71issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created. Such additional costs were primarily due to additional legal work related to litigation matters as well as regulatory and corporate legal matters. Accordingly, CAT LLC believes that the process for estimating the budgeted legal costs for the CAT Fee 2026-1 Period

CAT Fee to describe the reason for changes in the line item for legal costs from the prior CAT Fee filing. As this is the first Prospective CAT Fee filing under this CAT Funding Model, this filing describes the changes in the legal costs from the Original 2026 Budget. Specifically, the following describes the differences in the legal costs included in the Original 2026 CAT Budget The annual 2026 budgeted legal costs included in the Original 2026 CAT Budget were $8,485,000, and the annual 2026 budgeted legal costs included in the Updated 2026 CAT Budget are $8,939,184. Accordingly, the annual budget for legal costs increased by $454,184 from the 72Original 2026 CAT Budget to the Updated 2026 CAT Budget for the full year of 2026, which is an approximate 5% increase in the legal costs for the full year of 2026. This budgeted increase

69 70 71 72

in the legal costs in the Updated 2026 CAT Budget from the Original 2026 Budget was primarily due to an anticipated increase in legal costs related to litigation matters as well as regulatory and corporate legal matters. (vii) Consulting Costs (a) Description of Consulting Costs Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to provide a brief description of the consulting costs set forth in the budget. of the CAT NMS Plan that included $1,025,957 in consulting costs for the CAT Fee 2026-1 Period. The consulting costs represent the fees estimated to be paid to the consulting firm Deloitte & Touche LLP ("Deloitte") as project manager during the CAT Fee 2026-1 Period. The services provided by Deloitte to the CAT include advisory services related to the operation of the CAT, and meeting facilitation and communications coordination, vendor support and financial analyses. In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee. It is anticipated that the costs for CAT during the CAT Fee 2026-1 Period will include costs related to consulting services performed by Deloitte. CAT LLC anticipates that it will continue to employ Deloitte during the CAT Fee 2026-1 Period based on, among other things, their expertise, long history with the project, and the recognition that it is anticipated that the consulting fees will remain in line with market rates for this type of specialized consulting work. Deloitte's fee rates are negotiated on an annual basis. CAT LLC assesses Deloitte's performance and reviews prospective budgets and staffing plans submitted by Deloitte on an annual basis. The consulting fees will be paid by CAT LLC to Deloitte. It is anticipated that Deloitte will provide a variety of consulting services to the CAT during the CAT Fee 2026-1 Period, including the following:  Implement program operations for the CAT project;  Provide support to the Operating Committee, the Chair of the Operating Committee and the Leadership Team, including project management support, coordination and planning for meetings and communications, and interfacing with law firms and the SEC;  Assist with cost and funding matters for the CAT, including assistance with loans and the CAT bank account for CAT funding;  Provide support for updating the SEC on the progress of the development of the CAT; and  Provide support for third party vendors for the CAT, including FCAT, Anchin and the law firms engaged by CAT LLC.

In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee, which is paid by CAT LLC. CAT LLC estimates that the budget for consulting costs during the CAT Fee 2026-1 Period will be approximately $1,025,957. The budget for consulting costs during the CAT Fee 732026-1 Period is calculated based on the Updated 2026 CAT Budget. Specifically, this estimate was calculated by adding two-thirds of the consulting costs for the second quarter and the consulting costs for the third and fourth quarters of 2026 included in the Updated 2026 CAT Budget. 74 CAT LLC estimates the budget for the consulting costs for Deloitte for the CAT Fee 2026-1 Period based on the current statement of work with Deloitte, which took into consideration past consulting costs, potential future consulting needs, the proposed rates and other contractual issues, and discussions with Deloitte, as well as the compensation arrangement for the Chair. This process for estimating the budget for consulting costs for the CAT Fee 2026- 1 Period is the same process by which CAT LLC estimated the consulting costs for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for consulting services of $258,334 for January and February 2026, and the actual costs for consulting services for January and February 2026, which are included in the Updated 2026 CAT Budget, were $267,554. Therefore, the variance between budgeted and actual consulting costs for January 75and February was approximately 4%. Accordingly, CAT LLC believes that the process for estimating the budgeted consulting costs for the CAT Fee 2026-1 Period is reasonable.

CAT Fee to describe the reason for changes in the line item for consulting costs from the prior this filing describes the changes in the consulting costs from the Original 2026 Budget. Specifically, the following describes the differences (if any) in the consulting costs included in changes. The annual 2026 budget for consulting costs included in the Original 2026 CAT Budget was $1,550,000, and the annual 2026 budget for consulting costs included in the Updated 2026 CAT Budget is $1,550,000. Accordingly, the annual budget for consulting costs has not 76changed from the Original 2026 CAT Budget to the Updated 2026 CAT Budget for the full year of 2026. (viii) Insurance Costs (a) Description of Insurance Costs

73 74 75 76

Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to provide a brief description of the insurance costs set forth in the budget. of the CAT NMS Plan that included $852,768 in insurance costs for the CAT Fee 2026-1 Period.The insurance costs represent the costs to be incurred for insurance for the CAT during77the CAT Fee 2026-1 Period. It is anticipated that the insurance costs for CAT during the CAT Fee 2026-1 Period will include costs related to cyber security liability insurance, directors' and officers' liability insurance, and errors and omissions liability insurance brokered by USI Insurance Services LLC ("USI"). Such policies are standard for corporate entities, and cyber security liability insurance is important for the CAT System. CAT LLC anticipates that it will continue to maintain this insurance during the CAT Fee 2026-1 Period, and notes that the annual premiums for these policies were competitive for the coverage provided. CAT LLC estimated the budget for the insurance costs for the CAT Fee 2026-1 Period based on the insurance estimate from USI for

1. The annual premiums would be paid by CAT LLC to USI. The budgeted insurance costs for the CAT Fee 2026-1 Period are based on an insurance cost estimate from USI for 2026. Accordingly, CAT LLC believes that the process for estimating the budgeted insurance costs for the CAT Fee 2026-1 Period is reasonable.

CAT Fee to describe the reason for changes in the line item for insurance costs from the prior this filing describes the changes in the insurance costs from the Original 2026 Budget. Specifically, the following describes the differences in the insurance costs included in the Original 2026 CAT Budget versus the Updated 2026 CAT Budget, and the reasons for any changes. The annual 2026 budgeted insurance costs included in the Original 2026 CAT Budget were $1,505,625, and the annual 2026 budgeted insurance costs included in the Updated 2026 CAT Budget are $1,254,070. Accordingly, the annual budget for insurance costs decreased by 78$251,555 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget for the full year of 2026, which is an approximate 16% decrease in the insurance costs for the full year of 2026. This budgeted decrease in the insurance costs in the Updated 2026 CAT Budget from the Original 2026 Budget was primarily due to an anticipated decrease in insurance premiums. (ix) Professional and Administration Costs (a) Description of Professional and Administration Costs

77 78

Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to provide a brief description of the professional and administration costs pursuant to Section 11.1(a) of the CAT NMS Plan that included $749,151 in professional and administration costs for the CAT Fee 2026-1 Period. In adopting the CAT NMS Plan, the Commission amended the Plan to add a requirement that CAT LLC's financial statements be prepared in compliance with GAAP, audited by an independent public accounting firm, and made publicly available. The professional and administration costs would include costs related 79to accounting and accounting advisory services to support the operating and financial functions of CAT, financial statement audit services by an independent accounting firm, preparation of tax returns, and various cash management and treasury functions. The professional and administration costs represent the fees to be paid to Anchin, Block & Anchin ("Anchin") and Grant Thornton LLP ("Grant Thornton") for financial services during the CAT Fee 2026-1 Period. Financial Advisory Firm: Anchin. It is anticipated that the professional and administration costs for the CAT Fee 2026-1 Period will include costs related to financial advisory services performed by Anchin. CAT LLC anticipates that it will continue to employ Anchin during the CAT Fee 2026-1 Period based on, among other things, the firm's relevant expertise and fees, which are anticipated to remain in line with market rates for these financial advisory services. The fees for these services will be paid by CAT LLC to Anchin. It is anticipated that Anchin will provide a variety of services to the CAT during the CAT Fee 2026-1 Period, including the following:  Update and maintain internal controls;  Provide cash management and treasury functions;  Facilitate bill payments to vendors;  Facilitate repayments of promissory notes to Participants;  Provide monthly bookkeeping;  Review vendor invoices and documentation in support of cash disbursements;  Review documentation to ensure that repayments of promissory notes to Participants are in accordance with established policies and procedures;  Provide accounting research and consultations on various accounting, financial reporting and tax matters;

Section 9.2 of the CAT NMS Plan.79

 Address not-for-profit tax and accounting considerations;  Prepare tax returns;  Address various accounting, financial reporting and operating inquiries from Participants;  Develop and maintain annual and interim operating and financial budgets, including budget to actual and budget to budget fluctuation analyses;  Support compliance with the CAT NMS Plan;  Work with and provide support to the Operating Committee, Leadership Team and various CAT working groups;  Prepare monthly, quarterly and annual financial statements;  Review and reconcile the monthly FINRA CAT reports/analyses related to billings, collections, outstanding accounts receivable and cash account;  Perform certain verification, completeness, and validation testing related to the monthly FINRA CAT reports/analyses related to billings;  Support the annual financial statement audits by an independent auditor;  Review historical costs from inception;  Provide accounting and financial information in support of SEC filings; and  Perform additional ad hoc accounting and financial advisory services, as requested by CAT LLC. CAT LLC estimated the annual budget for the costs for Anchin based on historical costs adjusted for cost of living rate increases, and projected incremental advisory and support services. Accounting Firm: Grant Thornton. It is anticipated that the professional and administration costs for the CAT Fee 2026-1 Period will include costs related to accounting services performed by Grant Thornton. CAT LLC anticipates that it will continue to employ Grant Thornton during the CAT Fee 2026-1 Period based on, among other things, the firm's relevant expertise and fees, which are anticipated to remain in line with market rates for these financial advisory services. It is anticipated that Grant Thornton will continue to be engaged as an independent accounting firm to complete the audit of CAT LLC's financial statements, in accordance with the requirements of the CAT NMS Plan. The fees for these services will be paid by CAT LLC to Grant Thornton. CAT LLC estimated the budget for the accounting costs for Grant Thornton for the CAT Fee 2026-1 Period based on the anticipated hourly rates and the anticipated services plus an administrative fee.

Professional and Administration Cost Estimates. CAT LLC estimates that the budget for professional and administration services during the CAT Fee 2026-1 Period will be approximately $749,151. The budget for professional and administration services during the 80CAT Fee 2026-1 Period is based on the Updated 2026 CAT Budget. CAT LLC estimated the budget for the professional and administration costs for the CAT Fee 2026-1 Period based on a review of past professional and administration costs, potential future professional and administration needs, the proposed rates and other contractual issues, as well as discussions with Anchin and Grant Thornton. This process for estimating the budget for the professional and administration costs for the CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the professional and administration costs for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for professional and administration costs of $190,916 for January and February 2026, and the actual costs for professional and administration services for January and February 2026, which are set forth in the Updated 2026 Budget, were $149,061.The decrease of $41,855 was due to a lower than expected profressional and81administration services costs and to the movement of bank fees from the professional and administration category to the interest income category. Accordingly, CAT LLC believes that the process for estimating the budgeted professional and administration costs for the CAT Fee 2026-1 Period is reasonable.

CAT Fee to describe the reason for changes in the line item for professional and administration CAT Funding Model, this filing describes the changes in the professional and administration professional and administration costs included in the Original 2026 CAT Budget versus the Updated 2026 CAT Budget, and the reasons for any changes. The annual 2026 budgeted professional and administration costs as included in the Original 2026 CAT Budget were $1,145,500, and the annual 2026 budgeted professional and administration costs included in the Updated 2026 CAT Budget are $1,085,500. Accordingly, 82the budgeted annual costs for professional and administration services decreased by $60,000 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget for the full year of 2026. This budgeted decrease in the professional and administration costs in the Updated 2026 CAT Budget from the Original 2026 Budget was due to the movement of bank fees from the professional and administration category to the interest income category, and not a change in costs related to Anchin and Grant Thornton services.

(a) Description of Public Relations Costs

80 81 82

Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to provide a brief description of the public relations costs set forth in the Section 11.1(a) of the CAT NMS Plan that included $0 in public relations costs for the CAT Fee 2026-1 Period. The public relations costs would represent the fees paid to a public relations firm for professional communications services to CAT, including media relations consulting, strategy and execution. Because CAT LLC anticipates that it will not engage a public relations firm for the CAT Fee Period 2026-1, the budget for public relations costs for this period is $0. 83

CAT Fee to describe the reason for changes in the line item for public relations costs from the Model, this filing describes the changes in the public relations costs from the Original 2026 Budget. Specifically, the following describes the differences (if any) in public relations costs The annual budgeted public relations costs for 2026 included in the Original 2026 CAT Budget were $0, and the annual budgeted public relations costs for 2026 included in the Updated Accordingly, the annual budgeted public relations costs for 2026 are 84the same for both the Original 2026 CAT Budget and the Updated 2026 CAT Budget.

(a) Description of Interest Income

for interest income. Specifically, the Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $1,453,382 in interest Interest income represents the interest earned on the 85surplus reserve and other funds held by CAT LLC. Such income would be used to reduce the amount to be collected to fund the CAT. CAT LLC estimates the budget for the interest income for the CAT Fee 2026-1 Period based on the estimate of the funds held by CAT LLC and the expected interest rates on such funds. The Original 2026 CAT Budget estimated interest income of $758,343 for January and February 2026, and the actual interest income for January and February 2026, which are included in the Updated 2026 CAT Budget, were $757,527. As mentioned above, bank fees were 86moved from the professional and administration category in the Original 2026 CAT Budget to

83 84 85 86

the interest income category in the Updated 2026 CAT Budget. Accordingly, the interest income amount for the Updated 2026 CAT Budget was net of $10,000 in bank fees. Therefore, the variance between budgeted and actual interest income (aside from bank fees) for January and February 2026 was approximately $10,000. Accordingly, CAT LLC believes that the process for estimating the budgeted interest income for the CAT Fee 2026-1 Period is reasonable.

CAT Fee to describe the reason for changes in each line item from the prior CAT Fee filing. As this is the first Prospective CAT Fee filing under this CAT Funding Model, this filing describes the changes in interest income from the Original 2026 CAT Budget. Specifically, the following describes the differences in the interest income included in the Original 2026 CAT Budget versus the Updated 2026 CAT Budget, and the reasons for any changes. The annual 2026 budgeted interest income as included in the Original 2026 CAT Budget was $1,995,958, and the annual 2026 budgeted interest income included in the Updated 2026 CAT Budget is $2,806,325. Accordingly, the budgeted interest income (not including bank 87fees) increased by $810,367 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget for the full year of 2026, which is an approximate 40% increase in the interest income for the full year of 2026. This budgeted increase in the interest income in the Updated 2026 CAT Budget from the Original 2026 Budget was primarily due to higher than expected cash balances being maintained after the approval of the Original 2026 Budget.

(a) Description of Reserve CAT Fee to provide a brief description of the reserve costs set forth in the budget. The the CAT NMS Plan that includes a reserve amount for 2026. Section 11.1(a)(i) of the CAT NMS Plan states that the budget shall include a reserve. Section 11.1(a)(ii) of the CAT NMS Plan further describes the reserve as follows: For the reserve referenced in paragraph (a)(i) of this Section, the budget will include an amount reasonably necessary to allow the Company to maintain a reserve of not more than 25% of the annual budget. To the extent collected CAT fees exceed CAT costs, including the reserve of 25% of the annual budget, such surplus shall be used to offset future fees. For the avoidance of doubt, the Company will only include an amount for the reserve in the annual budget if the Company does not have a sufficient reserve (which shall be up to but not more than 25% of the annual budget). For the avoidance of doubt, the calculation of the amount of the reserve would exclude the amount of the reserve from the budget.

CAT LLC determined to maintain a reserve in the amount of 25% of the total expenses set forth in the Updated 2026 CAT Budget (which does not include the reserve amount). Accordingly, the total 25% reserve of $23,508,157 was calculated by multiplying the total expenses set forth in the Updated 2026 CAT Budget (other than the reserve) by 25%. 88 The Updated 2026 CAT Budget estimates that CAT LLC will have $102,391,135 in reserve as of the beginning of the CAT Fee Period 2026-1. Such reserve is related, in part, to (i) the collection of CAT fees in excess of the budgeted CAT costs in light of the greater actual executed equivalent share volume than the projected executed equivalent share volume for prior CAT Fees, and (ii) a reduction in anticipated budgeted costs associated with the implementation of certain cost savings measures. This reserve balance of $102,391,135 would be used to offset a portion of CAT costs for CAT Fee Period 2026-1, thereby reducing the fee rate to be paid for CAT Fee 2026-1. Specifically, the total costs (including the 25% reserve) for CAT Fee 2026-1 of $117,540,783 would be reduced by the $102,391,135 in reserve. Therefore, the Total Budgeted CAT Costs 2026-1 would be $15,149,648. Accordingly, the fee rate for CAT Fee 2026-1 is calculated based on this reduced amount of $15,149,648, resulting in a fee rate of $0.000001 per executed equivalent share. If the fee rate for CAT Fee 2026-1 were calculated solely based on the reasonably budgeted costs for CAT for May - December 2026, excluding the reduction in that amount due to the surplus reserve offset, the fee rate would be the higher rate of $0.000010. 89

CAT Fee to describe the reason for changes in the line item for a reserve from the prior CAT Fee filing. As this is the first Prospective CAT Fee filing under this CAT Funding Model, this filing describes the changes in reserve from the Original 2026 CAT Budget. Specifically, the following describes the differences in the reserve included in the Original 2026 CAT Budget The accrued liquidity reserve balance at the beginning of the year included in the Original 2026 CAT Budget was $119,128,336. The Original 2026 CAT Budget contemplated using the reserve to pay CAT bills throughout the year as no CAT fee was in effect. The accrued liquidity reserve balance at the beginning of the year included in the Updated 2026 CAT Budget was $155,403,378. The increase in the accrued liquidity reserve balance at the beginning of the year from the Original 2026 CAT Budget to the Updated 2026 CAT Budget reflected the additional CAT Fees that had been received after the approval of the Original 2026 CAT Budget. In addition, the Updated 2026 CAT Budget not only reflected the use of the surplus reserve to pay CAT bills but also the accrual of additional reserve to establish a 25% reserve through CAT Fee 2026-1. Accordingly, the estimated liquidity reserve balance increased from a deficit of $37,304,661 included in the Original 2026 CAT Budget to a reserve balance of $23,508,157 included in the Updated 2026 CAT Budget for the full year of 2026.

The reserve was calculated by multiplying $94,032,626 by 25%, which equals approximately $23,508,157.88See CAT Fee Alert 2026-1 (Apr. 1, 2026).89

(D) Projected Total Executed Equivalent Share Volume The calculation of Fee Rate 2026-1 also requires the determination of the projected total executed equivalent share volume of transactions in Eligible Securities for the CAT Fee 2026-1 Period. Under the CAT NMS Plan, the Operating Committee is required to "reasonably determine the projected total executed equivalent share volume of all transactions in Eligible Securities for each relevant period based on the executed equivalent share volume of all transactions in Eligible Securities for the prior twelve months." The Operating Committee is 90required to base its projection on the prior twelve months, but it may use its discretion to analyze the likely volume for the upcoming year. Such discretion would allow the Operating Committee to use its judgment when estimating projected total executed equivalent share volume if the volume over the prior twelve months was unusual or otherwise unfit to serve as the basis of a future volume estimate.91 12-month period from March 2025 through February 2026 was 5,980,937,549,360.49 executed equivalent shares. The Operating Committee has determined to calculate the projected total executed equivalent share volume for the eight-month recovery period for CAT Fee 2026-1 by multiplying by 8/12ths the executed equivalent share volume for the 12-month period from March 2025 through February 2026. The Operating Committee determined that such an approach was reasonable as the CAT's annual executed equivalent share volume has increasedfrom prior years (e.g., the executed equivalent share volume for 2024 was 4,295,884,600,069.41), and the Operating Committee believes that it is reasonable to conclude that the annual executed equivalent share volume will remain at the higher level. Accordingly, the projected total executed equivalent share volume for the eight-month period for CAT Fee 2026-1 is projected to be 3,987,291,699,573.66 executed equivalent shares. 92 The projected total executed equivalent share volume of all transactions in Eligible Securities for the eight-month recovery period for CAT Fee 2026-1 and a description of the calculation of the projection is provided in this filing in accordance with the requirement in the CAT NMS Plan to provide such information in a fee filing for a CAT Fee. 93 (E) Fee Rate 2026-1 Fee Rate 2026-1 would be calculated by dividing the Budgeted CAT Costs 2026-1 by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the eight-month recovery period for CAT Fee 2026-1, as described in detail above.Specifically, Fee Rate 2026-1 would be calculated by dividing $15,149,648 by943,987,291,699,573.66 executed equivalent shares. As a result, Fee Rate 2026-1 would be $0.000003799483243631228 per executed equivalent share. Fee Rate 2026-1 is provided in this

Section 11.3(a)(i)(D) of the CAT NMS Plan.90CAT Funding Model Approval Order at 13452.91This projection was calculated by multiplying 5,980,937,549,360.49 executed equivalent shares by 8/12ths.9293In approving the CAT Funding Model, the Commission stated that "[t]he manner in which the Fee Rate for94Prospective CAT Costs will be calculated (i.e., by dividing the CAT costs reasonably budgeted for theupcoming year by the reasonably projected total executed equivalent share volume of all transactions inEligible Securities for the year) is appropriate." CAT Funding Model Approval Order at 13435.

filing in accordance with the requirement in the CAT NMS Plan to provide the Fee Rate in a fee filing for a CAT Fee. 95 Fee Rate 2026-1 would be used to calculate the fee rate to be paid by CEBSs and CEBBs for CAT Fee 2026-1. Such fee rate is calculated by multiplying Fee Rate 2026-1 of $0.000003799483243631228 by one-third, and rounding the result to six decimal places. 96Accordingly, the fee rate to be paid by CEBSs and CEBBs for CAT Fee 2026-1 would be (3) Monthly Fees CEBBs and CEBSs would be required to pay fees for CAT Fee 2026-1 on a monthly basis for eight months, from July 2026 until January 2027. A CEBB's or CEBS's fee for each month would be calculated based on the transactions in Eligible Securities executed by the CEBB or CEBS from the prior month. Proposed paragraph (a)(6)(A) of the fee schedule would 97state that each CAT Executing Broker would receive its first invoice for CAT Fee 2026-1 in June 2026, and would receive an invoice for CAT Fee 2026-1 each month thereafter until January

1. Proposed paragraph (a)(6)(B) of the fee schedule would state that "Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2026-1 on a monthly basis." In addition, paragraph (b)(1) of the fee schedule states that each CEBB and CEBS is required to pay its CAT fees "each month." (4) Consolidated Audit Trail Funding Fees To implement CAT Fee 2026-1, the Exchange proposes to add a new paragraph to the "Consolidated Audit Trail Funding Fees" section of the Exchange's fee schedule, to include the proposed paragraphs described below. (A) Fee Schedule for CAT Fee 2026-1 Each Industry Member that is the CAT Executing Broker for the buyer in a transaction in Eligible Securities ("CAT Executing Broker for the Buyer" or "CEBB") and each Industry Member that is the CAT Executing Broker for the seller in a transaction in Eligible Securities ("CAT Executing Broker for the Seller" or "CEBS") will be required to pay a CAT Fee for each such transaction in Eligible Securities in the prior month based on CAT Data. The CEBB's CAT Fee or CEBS's CAT Fee (as applicable) for each transaction in Eligible Securities will be calculated by multiplying the number of executed equivalent shares in the transaction by one-third and by the Fee Rate reasonably determined pursuant to paragraph (a)(i) of this Section 11.3. 98

See Section 11.3(a)(iii)(B)(A) of the CAT NMS Plan.9596one-third and rounding this result (which equals $0.000001266494414543743) to 6 decimal places.See proposed paragraph (a)(6)(B) of the fee schedule.9798

Accordingly, based on the factors discussed above, the Exchange proposes to add paragraph (a)(6) to the Consolidated Audit Trail Funding Fees section of its fee schedule. Proposed paragraph (a)(6) would state the following: (A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2026-1 in June 2026, which shall set forth the CAT Fee 2026-1 fees calculated based on transactions in May 2026, and shall receive an invoice for CAT Fee 2026- 1 for each month thereafter until January 2027. (B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2026-1 on a monthly basis. Each month, such invoices shall set forth a fee for each transaction in Eligible Securities executed by the CAT Executing Broker in its capacity as a CAT Executing Broker for the Buyer ("CEBB") and/or the CAT Executing Broker for the Seller ("CEBS") (as applicable) from the prior month as set forth in CAT Data. The fee for each such transaction will be calculated by multiplying the number of executed equivalent shares in the transaction by the fee rate of $0.000001 per executed equivalent share. (C) Notwithstanding the last invoice date of January 2027 for CAT Fee 2026-1 in paragraph 6(A), CAT Fee 2026-1 shall continue in effect after January 2027, with each CAT Executing Broker receiving an invoice for CAT Fee 2026-1 each month, until a new subsequent CAT Fee is in effect with regard to Industry Members in accordance with Section 19(b) of the Exchange Act. Consolidated Audit Trail, LLC will provide notice when CAT Fee 2026-1 will no longer be in effect. (D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2026-1 in accordance with paragraph (b). As noted in the Plan amendment for the CAT Funding Model, "[a]s a practical matter, the fee filing would provide the exact fee per executed equivalent share to be paid for the CAT Fees, by multiplying the Fee Rate by one-third and describing the relevant number of decimal places for the fee." Accordingly, proposed paragraph (a)(6)(B) of the fee schedule would set forth a 99fee rate of $0.000001 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2026-1 of $0.000003799483243631228 by one-third, and rounding the result to six decimal places. The Operating Committee determined to use six decimal places to balance the 100accuracy of the calculation with the potential systems and other impracticalities of using additional decimal places in the calculation. The proposed language in paragraph (a)(6)(A) of the fee schedule would describe when CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2026-1. Specifically, CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2026-1 in June 2026 and the fees set forth in that invoice would be calculated based on transactions executed in May 2026. The payment for the first invoice would be required within

99 100 one-third, and rounding this result (which equals $0.000001266494414543743) to 6 decimal places.

30 days after the receipt of the first invoice (unless a longer period is indicated), as described in paragraph (b)(2) of the fee schedule. Proposed paragraph (a)(6)(A) of the fee schedule also would describe the monthly cadence of the invoices for CAT Fee 2026-1. Specifically, after the first invoices are provided to CAT Executing Brokers in June 2026, invoices will be sent to CAT Executing Brokers each Proposed paragraph (a)(6)(B) of the fee schedule would describe the invoices for CAT Fee 2026-1. Proposed paragraph (a)(6)(B) of the fee schedule would state that "Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2026-1 on a monthly basis." Proposed paragraph (a)(6)(B) of the fee schedule also would describe the fees to be set forth in the invoices for CAT Fee 2026-1. Specifically, it would state that "[e]ach month, such invoices shall set forth a fee for each transaction in Eligible Securities executed by the CAT Executing Broker in its capacity as a CAT Executing Broker for the Buyer ('CEBB') and/or the CAT Executing Broker for the Seller ('CEBS') (as applicable) from the prior month as set forth in CAT Data. The fee for each such transaction will be calculated by multiplying the number of executed equivalent shares in the transaction by the fee rate of $0.000001 per executed equivalent share." Since CAT Fee 2026-1 is a monthly fee based on actual transaction volume from the prior month, CAT Fee 2026-1 may collect more or less than two-thirds of the Budgeted CAT Costs 2026-1. To the extent that CAT Fee 2026-1 collects more than two-thirds of the Budgeted CAT Costs 2026-1, any excess money collected will be used to offset future fees and/or to fund the reserve for the CAT. To the extent that CAT Fee 2026-1 collects less than two-thirds of the Budgeted CAT Costs 2026-1, the budget for the CAT in the ensuing months will reflect such shortfall. Furthermore, proposed paragraph (a)(6)(C) of the fee schedule would describe how long CAT Fee 2026-1 would remain in effect. It would state that "[n]otwithstanding the last invoice date of January 2027 for CAT Fee 2026-1 in paragraph 6(A), CAT Fee 2026-1 shall continue in effect after January 2027, with each CAT Executing Broker receiving an invoice for CAT Fee 2026-1 each month, until a new subsequent CAT Fee is in effect with regard to Industry Members in accordance with Section 19(b) of the Exchange Act. Consolidated Audit Trail, LLC will provide notice when CAT Fee 2026-1 will no longer be in effect." Finally, proposed paragraph (a)(6)(D) of the fee schedule would set forth the requirement for the CAT Executing Brokers to pay the invoices for CAT Fee 2026-1. It would state that "[e]ach CAT Executing Broker shall be required to pay each invoice for CAT Fee 2026-1 in accordance with paragraph (b)." (B) Manner of Payment Paragraph (b)(1) of the "Consolidated Audit Trail Funding Fees" section of the fee schedule describes the manner of payment of Industry Member CAT fees. It states that "[e]ach CAT Executing Broker shall pay its CAT fees as required pursuant to paragraph (a) each month to the Consolidated Audit Trail, LLC in the manner prescribed by the Consolidated Audit Trail, LLC." The CAT NMS Plan requires the Operating Committee to establish a system for the

collection of CAT fees. The Plan Processor has established a billing system for CAT fees. Accordingly, CAT Executing Brokers would be required to pay CAT Fee 2026-1 in accordance with such system. (C) Failure to Pay CAT Fees The CAT NMS Plan further states that: Participants shall require each Industry Member to pay all applicable fees authorized under this Article XI within thirty (30) days after receipt of an invoice or other notice indicating payment is due (unless a longer payment period is otherwise indicated). If an Industry Member fails to pay any such fee when due (as determined in accordance with the preceding sentence), such Industry Member shall pay interest on the outstanding balance from such due date until such fee is paid at a per annum rate equal to the lesser of: (a) the Prime Rate plus 300 basis points; or (b) the maximum rate permitted by applicable law. 103 Paragraph (b)(2) of the fee schedule states that: Each CAT Executing Broker shall pay the CAT fees required pursuant to paragraph (a) within thirty days after receipt of an invoice or other notice indicating payment is due (unless a longer payment period is otherwise indicated). If a CAT Executing Broker fails to pay any such CAT fee when due, such CAT Executing Broker shall pay interest on the outstanding balance from such due date until such fee is paid at a per annum rate equal to the lesser of (i) the Prime Rate plus 300 basis points, or (ii) the maximum rate permitted by applicable law. The requirements of paragraph (b)(2) would apply to CAT Fee 2026-1. (5) CAT Fee Details

Details regarding the calculation of a Participant or CAT Executing Broker's CAT Fees will be provided upon request to such Participant or CAT Executing Broker. At a minimum, such details would include each Participant or CAT Executing Broker's executed equivalent share volume and corresponding fee by (1) Listed Options, NMS Stocks and OTC Equity Securities, (2) by transactions executed on each exchange and transactions executed otherwise than on an exchange, and (3) by buy-side transactions and sell-side transactions. 104

101 The billing process and system are described in CAT Alert 2023-02 as well as in the CAT FAQs related to102 the billing of CAT fees, the Industry Member CAT Reporter Portal User Guide, the FCAT Industry Member Onboarding Guide, the FCAT Connectivity Supplement for Industry Members and the CAT Billing Webinars (dated Sept. 28, 2023 and Nov. 7, 2023), each available on the CAT website. 103 Section 11.3(a)(iv)(A) of the CAT NMS Plan.104

Such information would provide CEBBs and CEBSs with the ability to understand the details regarding the calculation of their CAT Fee. CAT LLC will provide CAT Executing Brokers 105with these details regarding the calculation of their CAT Fees on their monthly invoice for the CAT Fees. In addition, CAT LLC will make certain aggregate statistics regarding CAT Fees publicly available. Specifically, the CAT NMS Plan states that, "[f]or each CAT Fee, at a minimum, CAT LLC will make publicly available the aggregate executed equivalent share volume and corresponding aggregate fee by (1) Listed Options, NMS Stocks and OTC Equity Securities, (2) by transactions executed on each exchange and transactions executed otherwise than on an exchange, and (3) by buy-side transactions and sell-side transactions." Such aggregate 106statistics will be available on the CAT website. Furthermore, CAT LLC will make publicly available on the CAT website the total amount invoiced each month that CAT Fee 2026-1 is in effect as well as the total amount invoiced for CAT Fee 2026-1 for all months since its commencement. CAT LLC also will make publicly available on the CAT website the total costs to be collected from Industry Members for CAT Fee 2026-1. (6) Financial Accountability Milestones The CAT NMS Plan states that "[n]o Participant will make a filing with the SEC pursuant to Section 19(b) of the Exchange Act regarding any CAT Fee related to Prospective CAT Costs until the Financial Accountability Milestone related to Period 4 described in Section 11.6 has been satisfied." Under Section 1.1 of the CAT NMS Plan, a Financial Accountability 107Milestone is considered complete as of the date identified in the Participants' Quarterly Progress Reports. As indicated by the Participants' Quarterly Progress Report for the second and third quarter of 2024, the Financial Accountability Milestone related to Period 4 was satisfied on 108July 15, 2024. In addition, the satisfaction of the Financial Accountability Milestone related to Period 4 was described in detail in the fee filing for the first Prospective CAT Fee, CAT Fee 2024-1. 109 (7) Participant Invoices While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act, CAT fees charged to Participants are 110

In approving the CAT Funding Model, the Commission stated that, "[i]n the Commission's view, providing105CAT Execut[ing] Brokers information regarding the calculation of their CAT Fees will aid in transparencyand permit CAT Execut[ing] Brokers to confirm the accuracy of their invoices for CAT Fees." CATFunding Model Approval Order at 13454.Section 11.3(a)(iv)(B) of the CAT NMS Plan. In approving the CAT Funding Model, the Commission106stated that "[t]he publication of the aggregate executed equivalent share volume and aggregate fee isappropriate because it would allow Participants and CAT Executing Brokers a high-level validation ofexecuted volume and fees." CAT Funding Model Approval Order at 13454.Section 11.3(a)(iii)(C) of the CAT NMS Plan.107Q2 & Q3 2024 Quarterly Progress Report (July 29, 2024).108See Securities Exchange Act Rel. No. 100849 (August 24, 2024), 89 FR 72102 (SR-NYSEARCA-2024-10969).

implemented via an approval of the CAT fees by the Operating Committee in accordance with the requirements of the CAT NMS Plan. On March 31, 2026, the Operating Committee 111approved the Participant fee related to CAT Fee 2026-1. Specifically, pursuant to the requirements of CAT NMS Plan, each Participant would be required to pay a CAT fee 112calculated using the fee rate of $0.000001 per executed equivalent share, which is the same fee rate that applies to CEBBs and CEBSs. Like CEBBs and CEBSs, each Participant would be invoiced such CAT fees on a monthly basis for eight months, from June 2026 until January 2027, and each Participant's fee for each month would be calculated based on the transactions in Eligible Securities executed on the applicable exchange (for the Participant exchanges) or otherwise than on an exchange (for FINRA) in the prior month. Accordingly, each Participant will receive its first invoice in June 2026, and would receive an invoice each month thereafter until January 2027. Like with the CAT Fee 2026-1 applicable to CEBBs and CEBSs as described in proposed paragraph (a)(6)(C) of the fee schedule, notwithstanding the last invoice date of January 2027, Participants will continue to receive invoices for this fee each month until a new subsequent CAT Fee is in effect with regard to Industry Members. Furthermore, Section 11.4 of the CAT NMS Plan states that each Participant is required to pay such invoices as required by Section 3.7(b) of the CAT NMS Plan. Section 3.7(b) states, in part, that [e]ach Participant shall pay all fees or other amounts required to be paid under this Agreement within thirty (30) days after receipt of an invoice or other notice indicating payment is due (unless a longer payment period is otherwise indicated) (the "Payment Date"). The Participant shall pay interest on the outstanding balance from the Payment Date until such fee or amount is paid at a per annum rate equal to the lesser of: (i) Prime Rate plus 300 basis points; or (ii) the maximum rate permitted by applicable law. (b) Statutory Basis The Exchange believes the proposed rule change is consistent with the requirements of the Exchange Act. The Exchange believes that the proposed rule change is consistent with Section 6(b)(5) of the Act, which requires, among other things, that the Exchange's rules must 113be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest, and not designed to permit unfair discrimination between customers, issuers, brokers and dealers. The Exchange also believes that the proposed rule change is consistent with the provisions of Section 6(b)(4) of the Act, because it provides for the equitable allocation of reasonable dues, fees and 114other charges among members and issuers and other persons using its facilities and does not unfairly discriminate between customers, issuers, brokers or dealers. The Exchange further believes that the proposed rule change is consistent with Section 6(b)(8) of the Act, which 115requires that the Exchange's rules not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Exchange Act. These provisions also require that the Exchange be "so organized and [have] the capacity to be able to carry out the purposes"

111 112 15 U.S.C. 78f(b)(6).113 15 U.S.C. 78f(b)(4).114 115

of the Act and "to comply, and . . . to enforce compliance by its members and persons associated with its members," with the provisions of the Exchange Act. Accordingly, a reasonable 116reading of the Act indicates that it intended that regulatory funding be sufficient to permit an exchange to fulfill its statutory responsibility under the Act, and contemplated that such funding would be achieved through equitable assessments on the members, issuers, and other users of an exchange's facilities. The Exchange believes that this proposal is consistent with the Act because it implements provisions of the Plan and is designed to assist the Exchange in meeting regulatory obligations pursuant to the Plan. In approving the Plan, the SEC noted that the Plan "is necessary and appropriate in the public interest, for the protection of investors and the maintenance of fair and orderly markets, to remove impediments to, and perfect the mechanism of a national market system, or is otherwise in furtherance of the purposes of the Act." To the extent that this 117proposal implements the Plan and applies specific requirements to Industry Members, the Exchange believes that this proposal furthers the objectives of the Plan, as identified by the SEC, and is therefore consistent with the Act. The Exchange believes that the proposed fees to be paid by the CEBBs and CEBSs are reasonable, equitably allocated and not unfairly discriminatory. First, the CAT Fee 2026-1 fees to be collected are directly associated with the budgeted costs of establishing and maintaining the CAT, where such costs include Plan Processor costs and costs related to technology, legal, consulting, insurance, and professional and administration costs. The proposed CAT Fee 2026-1 fees would be charged to Industry Members in support of the maintenance of a consolidated audit trail for regulatory purposes. The proposed fees, therefore, are consistent with the Commission's view that regulatory fees be used for regulatory purposes and not to support the Exchange's business operations. The proposed fees would not cover Exchange services unrelated to the CAT. In addition, any surplus would be used as a reserve to offset future fees. Given the direct relationship between CAT fees and CAT costs, the Exchange believes that the proposed fees are reasonable, equitable and not unfairly discriminatory. As further discussed below, the SEC approved the CAT Funding Model, finding it was reasonable and that it equitably allocates fees among Participants and Industry Members. The Exchange believes that the proposed fees adopted pursuant to the CAT Funding Model approved by the SEC are reasonable, equitably allocated and not unfairly discriminatory. (1) Implementation of CAT Funding Model in CAT NMS Plan Section 11.1(b) of the CAT NMS Plan states that "[t]he Participants shall file with the SEC under Section 19(b) of the Exchange Act any such fees on Industry Members that the Operating Committee approves." Per Section 11.1(b) of the CAT NMS Plan, the Exchange has filed this fee filing to implement the Industry Member CAT fees included in the CAT Funding Model. The Exchange believes that this proposal is consistent with the Exchange Act because it

See 15 U.S.C. 78f(b)(1).116CAT NMS Plan Approval Order at 84697.117

is consistent with, and implements, the CAT Funding Model in the CAT NMS Plan, and is designed to assist the Exchange and its Industry Members in meeting regulatory obligations pursuant to the CAT NMS Plan. In approving the CAT NMS Plan, the SEC noted that the Plan "is necessary and appropriate in the public interest, for the protection of investors and the maintenance of fair and orderly markets, to remove impediments to, and perfect the mechanism of a national market system, or is otherwise in furtherance of the purposes of the Act." 118Similarly, in approving the CAT Funding Model, the SEC concluded that the CAT Funding Model met this standard. As this proposal implements the Plan and the CAT Funding Model 119described therein, and applies specific requirements to Industry Members in compliance with the Plan, the Exchange believes that this proposal furthers the objectives of the Plan, as identified by the SEC, and is therefore consistent with the Exchange Act. (2) Calculation of Fee Rate for CAT Fee 2026-1 is Reasonable The SEC has determined that the CAT Funding Model satisfies the requirements of the Exchange Act. Specifically, the SEC has concluded that the method for determining CAT Fees as set forth in Section 11.3 of the CAT NMS Plan, including the formula for calculating the Fee Rate, the identification of the parties responsible for payment and the transactions subject to the fee rate for CAT Fees, satisfies the Exchange Act. In each respect, as discussed above, CAT 120Fee 2026-1 is calculated, and would be applied, in accordance with the requirements applicable to CAT Fees as set forth in the CAT NMS Plan. Furthermore, as discussed below, the Exchange believes that each of the figures for the variables in the SEC-approved formula for calculating the fee rate for CAT Fee 2026-1 is reasonable and consistent with the Exchange Act. The calculation of Fee Rate 2026-1 for CAT Fee 2026-1 requires the figures for Budgeted CAT Costs 2026-1, the executed equivalent share volume for the prior twelve months, the determination of the CAT Fee 2026-1 Period, and the projection of the executed equivalent share volume for the CAT Fee 2026-1 Period. Each of these variables is reasonable and satisfies the Exchange Act, as discussed throughout this filing. (A) Budgeted CAT Costs 2026-1 The formula for calculating a Fee Rate requires the amount of Budgeted CAT Costs to be recovered. Specifically, Section 11.3(a)(iii)(B) of the CAT NMS Plan requires a fee filing to provide: including a brief description of each line item in the budget, including (1) the fees, change request fees, and capitalized developed technology costs, (2) legal, (3)

Id.118CAT Funding Model Approval Order at 13481.119Id.120

In accordance with this requirement, the Exchange has set forth the amount and type of Budgeted CAT Costs 2026-1 for each of these categories above. Section 11.3(a)(iii)(B) of the CAT NMS Plan also requires that the fee filing provide "sufficient detail to demonstrate that the budget for the upcoming year, or part of year, as applicable, is reasonable and appropriate." As discussed below, the Exchange believes that the budget for the CAT Fee 2026-1 Period is "reasonable and appropriate." Each of the costs included in CAT Fee 2026-1 is reasonable and appropriate because the costs are consistent with standard industry practice, based on the need to comply with the requirements of the CAT NMS Plan, incurred subject to negotiations performed on an arm's length basis, and/or is consistent with the needs of any legal entity, particularly one with no employees. (i) Technology: Cloud Hosting Services In approving the CAT Funding Model, the Commission recognized that it is appropriate to recover budgeted costs related to cloud hosting services as a part of CAT Fees. CAT LLC 121determined that the budgeted costs related to cloud hosting services described in this filing are reasonable and should be included as a part of Budgeted CAT Costs 2026-1. As described above, the cloud hosting services costs reflect, among other things, the breadth of the CAT cloud activities, data volumes far in excess of the original volume estimates, the need for specialized cloud services given the volume and unique nature of the CAT, the processing time requirements of the Plan, and regular efforts to seek to minimize costs where permissible under the Plan. CAT LLC determined that use of cloud hosting services is necessary for implementation of the CAT, particularly given the substantial data volumes associated with the CAT, and that the fees for cloud hosting services negotiated by FCAT were reasonable, taking into consideration a variety of factors, including the expected volume of data and the breadth of services provided and market rates for similar services. Indeed, the actual costs of the CAT are far in excess of the 122original estimated costs of the CAT due to various factors, including the higher volumes and greater complexity of the CAT than anticipated when Rule 613 was originally adopted. To comply with the requirements of the Plan, the breadth of the cloud activities related to the CAT is substantial. The cloud services not only include the production environment for the CAT, but they also include two industry testing environments, support environments for quality assurance and stress testing and disaster recovery capabilities. Moreover, the cloud storage costs are driven by the requirements of the Plan, which requires the storage of multiple versions of the data, from the original submitted version of the data through various processing steps, to the final version of the data. Data volume is a significant driver of costs for cloud hosting services. When the Commission adopted the CAT NMS Plan in 2016, it estimated that the CAT would need to

121 For a discussion of the amount and type of cloud hosting services fees, see Section 3(a)(2)(C)(i) above.122

receive 58 billion records per day and that annual operating costs for the CAT would range from $36.5 million to $55 million. In contrast to the 2016 projections, the actual daily Q3 1242025 data volumes averaged 792 billion events per day. In addition to the effect of the data volume on the cloud hosting costs, the processing timelines set forth in the Plan contribute to the cloud hosting costs. Although CAT LLC has proactively sought to manage cloud hosting costs while complying with the Plan, including through requests to the Commission for exemptive relief and amendments to the CAT NMS Plan to reduce costs, stringent CAT NMS Plan requirements do not allow for any material flexibilityin cloud architecture design choices, processing timelines (e.g., the use of non-peak processing windows), or lower-cost storage tiers. As a result, the required CAT processing timelines contribute to the cloud hosting costs of the CAT. The costs for cloud hosting services also reflect the need for specialized cloud hosting services given the data volume and unique processing needs of the CAT. The data volume as well as the data processing needs of the CAT necessitate the use of cloud hosting services. The equipment, power and services required for an on-premises data model, the alternative to cloud hosting services, would be cost prohibitive. Moreover, as CAT was being developed, there were limited cloud hosting providers that could satisfy all the necessary CAT requirements, including the operational and security criteria. Over time, more providers offering cloud hosting services that would satisfy these criteria have entered the market. CAT LLC will continue to evaluate alternative cloud hosting services, recognizing that the time and cost to move to an alternative cloud provider would be substantial. The reasonableness of the cloud hosting services costs is further supported by key cost discipline mechanisms for the CAT--a cost-based funding structure, cost transparency, cost management efforts (including regular efforts to lower compute and storage costs where permitted by the Plan) and oversight. Together, these mechanisms help ensure the ongoing reasonableness of the CAT's costs and the level of fees assessed to support those costs. 125 (ii) Technology: Operating Fees recover budgeted costs related to operating fees as a part of CAT Fees. CAT LLC determined 126that the budgeted costs related to operating fees described in this filing are reasonable and should be included as a part of Budgeted CAT Costs 2026-1. The operating fees would include the negotiated fees paid by CAT LLC to the Plan Processor to operate and maintain the system for order-related information and to perform business operations related to the system, including compliance, security, testing, training,communications with the industry (e.g., management of the FINRA CAT Helpdesk, FAQs, website and webinars) and program management. CAT LLC determined that the selection of

Section 1.3 of Appendix D of the CAT NMS Plan at n.262.123CAT NMS Plan Approval Order at 84801.124See Securities Exchange Act Rel. No. 97151 (Mar. 15, 2023), 88 Fed. Reg. 17086, 17117 (Mar. 21, 2023)125(describing key cost discipline mechanisms for the CAT).

FCAT as the Plan Processor was reasonable and appropriate given its expertise with securities regulatory reporting, after a process of considering other potential candidates. CAT LLC also 127determined that the fixed price contract, negotiated on an arm's length basis with the goals of managing costs and receiving services required to comply with the CAT NMS Plan and Rule 613, was reasonable and appropriate, taking into consideration a variety of factors, including the breadth of services provided and market rates for similar types of activity. The services to be 128performed by FCAT for CAT Fee 2026-1 Period and the budgeted costs related to such services are described above. 129 The operating costs also include costs related to the receipt of market data. CAT LLC anticipates receiving certain market data from Algoseek during the CAT Fee 2026-1 Period. CAT LLC anticipates that Algoseek will provide data as set forth in the SIP Data requirements of the CAT NMS Plan and that the fees are reasonable and in line with market rates for market data received. 130 (iii) Technology: CAIS Operating Fees recover budgeted costs related to CAIS operating fees as a part of CAT Fees. CAT LLC 131determined that the budgeted costs related to CAIS operating fees described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2026-1. The CAIS operating fees would include the fees paid to the Plan Processor to operate and maintain the Reference Database and to perform the business operations related to the system, includingcompliance, security, testing, training, communications with the industry (e.g., management of the FINRA CAT Helpdesk, FAQs, website and webinars) and program management. CAT LLC determined that the fees for FCAT's services related to the Reference Database, negotiated on an with the CAT NMS Plan, taking into consideration a variety of factors, including the services to be provided and market rates for similar types of activity, are reasonable and appropriate. The 132services to be performed by FCAT for the CAT Fee 2026-1 Period and the budgeted costs for

(iv) Technology: Change Request Fees recover budgeted costs related to change request fees as a part of CAT Fees. CAT LLC 134determined that the budgeted costs related to change request fees described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2026-1. It is common practice to utilize a change request process to address evolving needs in technology projects. This is particularly true for a project like CAT that is the first of its kind, both in substance and in

See Section 3(a)(2)(C)(ii) above.127Id.128Id.129Id.130131See Section 3(a)(2)(C)(iii) above.132Id.133134

scale. The substance and costs of each of the change requests are evaluated by the Operating Committee and approved in accordance with the requirements for Operating Committee meetings. In each case, CAT LLC forecasts that the change requests will be necessary to implement the CAT. As described above, CAT LLC determined that it was reasonable not to 135include any change request fees in the Budgeted CAT Costs 2026-1. (v) Capitalized Developed Technology Costs recover budgeted costs related to capitalized developed technology costs as a part of CAT Fees. In general, capitalized developed technology costs would include costs related to, for136example, certain development costs, costs related to certain modifications, upgrades and other changes to the CAT and license fees. The amount and type of budgeted capitalized developed technology costs for the CAT Fee 2026-1 Period, which relate to the software license fee and technology changes to be implemented by FCAT, are described in more detail above. 137 (vi) Legal recover budgeted costs related to legal fees as a part of CAT Fees. CAT LLC determined that 138the budgeted legal costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2026-1. Given the unique nature of the CAT, the number of parties involved with the CAT (including, for example, the SEC, Participants, Industry Members, and vendors) and the many regulatory, contractual and other issues associated with the CAT, the scope of the necessary legal services is substantial. CAT LLC determined that the scope of the proposed legal services is necessary to implement and maintain the CAT and that the legal rates reflect the specialized services necessary for such a project. CAT LLC determined to hire and continue to use each law firm based on a variety of factors, including their relevant expertise and fees. In each case, CAT LLC determined that the fee rates were in line with market rates for specialized legal expertise. In addition, CAT LLC determined that the budgeted costs for the legal projects were appropriate given the breadth of the services provided. The services to be performed by each law firm for the CAT Fee 2026-1 Period and the budgeted costs related to

(vii) Consulting recover budgeted consulting costs as a part of CAT Fees. 140budgeted consulting costs described in this filing are reasonable and should be included as a part

See Section 3(a)(2)(C)(iv) above.135136See Section 3(a)(2)(C)(v) above.137Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.138See Section 3(a)(2)(C)(vi) above.139Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan.140

of Budgeted CAT Costs 2026-1. Because there are no CAT employees and because of the significant number of issues associated with the CAT, the consultants are budgeted to provide assistance in the management of various CAT matters and the processes related to such matters. CAT LLC determined the budgeted consulting costs were appropriate, as the 142consulting services were to be provided at reasonable market rates that were comparable to the rates charged by other consulting firms for similar work. Moreover, the total budgeted costs for such consulting services were appropriate in light of the breadth of services provided by Deloitte. The services budgeted to be performed by Deloitte and the budgeted costs related to such services are described above. 143 (viii) Insurance recover budgeted insurance costs as a part of CAT Fees. 144budgeted insurance costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2026-1. CAT LLC determined that it is common practice to have directors' and officers' liability insurance, and errors and omissions liability insurance. CAT LLC further determined that it was important to have cyber security insurance given the nature of the CAT, and such a decision is consistent with the CAT NMS Plan, which states that the cyber incident response plan may include "[i]nsurance against security breaches." As 145discussed above, CAT LLC determined that the budgeted insurance costs were appropriate 146given its prior experience with this market and an analysis of the alternative insurance offerings. Based on this analysis, CAT LLC determined that the selected insurance policies provided appropriate coverage at reasonable market rates. 147 (ix) Professional and Administration recover budgeted professional and administration costs as a part of CAT Fees. CAT LLC 148determined that the budgeted professional and administration costs described in this filing are reasonable and should be included as a part of Budgeted CAT Costs 2026-1. Because there are no CAT employees, all required accounting, financial, tax, cash management and treasury functions for CAT LLC have been outsourced at market rates. In addition, the required annual financial statement audit of CAT LLC is included in professional and administration costs, which costs are also at market rates. The services performed by Anchin and Grant Thornton and the costs related to such services are described above. 149

As stated in the filing of the proposed CAT NMS Plan, "[i]t is the intent of the Participants that the141Company have no employees." Securities Exchange Act Rel. No. 77724 (Apr. 27, 2016), 81 Fed. Reg.30614, 30621 (May 17, 2016).CAT LLC uses certain third parties to perform tasks that may be performed by administrators for other142NMS Plans. See, e.g., CTA Plan and CQ Plan.Section 3(a)(2)(C)(vii) above.143Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan.144Section 4.1.5 of Appendix D of the CAT NMS Plan.145See Section 3(a)(2)(C)(viii) above.146Id.147Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.148See Section 3(a)(2)(C)(ix) above.149

CAT LLC anticipates continuing to make use of Anchin, a financial advisory firm, to assist with financial matters for the CAT. CAT LLC determined that the budgeted costs for Anchin were appropriate, as the financial advisory services were to be provided at reasonable market rates that were comparable to the rates charged by other such firms for similar work. Moreover, the total budgeted costs for such financial advisory services were appropriate in light of the breadth of services provided by Anchin. The services budgeted to be performed by Anchin and the budgeted costs related to such services are described above. 150 CAT LLC anticipates continuing to make use of Grant Thornton, an independent accounting firm, to complete the audit of CAT LLC's financial statements, in accordance with the requirements of the CAT NMS Plan. CAT LLC determined that the budgeted costs for Grant Thornton were appropriate, as the accounting services were to be provided at reasonable market rates that were comparable to the rates charged by other such firms for similar work. Moreover, the total budgeted costs for such accounting services were appropriate in light of the breadth of services provided by Grant Thornton. The services budgeted to be performed by Grant Thornton and the budgeted costs related to such services are described above. 151

recover budgeted public relations costs as a part of CAT Fees. However, as described 152above, CAT LLC determined not to include any public relations costs in Budgeted CAT Costs 1532026-1. CAT LLC determined that it was reasonable not to include any public relations costs in

for interest income. Specifically, the Updated 2026 CAT Budget includes $1,453,382 in interest CAT LLC determined that using interest income to 154reduce the amount to be collected via CAT Fees is reasonable and should be included as a part of

recover budgeted reserve costs as a part of CAT Fees. CAT LLC determined that the reserve 155in the amount of 25% of the Updated 2026 CAT Budget (other than the reserve) complies with the requirements of the CAT NMS Plan related to a reserve, is a reasonable amount, and, therefore, should be included as a part of the Updated 2026 CAT Budget.

Id.150Id.151Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.152See Section 3(a)(2)(C)(x) above.153154Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.155

In its approval order for the CAT Funding Model, the Commission stated that it would be appropriate for the annual operating budget for the CAT to "include a reserve of not more than 25% of the annual budget." In making this statement, the Commission noted the following: 156 Because the CAT is a critical regulatory tool/system, the CAT needs to have a stable funding source to build financial stability to support the Company as a going concern. Funding for the CAT, as noted in Section 11.1(b), is the responsibility of the Participants and the industry. Because CAT fees are charged based on the budget, which is based on anticipated volume, it is appropriate to have a reserve on hand to prevent a shortfall in the event there is an unexpectedly high volume in a given year. A reserve would help to assure that the CAT has sufficient resources to cover costs should there be unanticipated costs or costs that are higher than expected. 157 The SEC also recognized that a reserve would help address the difficulty in predicting certain variable CAT costs, like trading volume. The SEC also recognized that CAT fees will be 158collected approximately three months after trading activity on which a CAT fee is based, or 25% of the year, and that the reserve would be available to address funding needs related to this three- month delay. The inclusion of the proposed reserve in the Updated 2026 CAT Budget would159provide each of these benefits to the CAT. The reserve is discussed further above. 160 As discussed further below, however, a surplus reserve balance in excess of the 161budgeted 25% reserve has been collected as of the beginning of the year of 2026. Accordingly, the Updated 2026 CAT Budget indicates that this surplus would be used to offset a portion of CAT costs for the CAT Fee 2026-1 Period, thereby reducing the fee rate for CAT Fee 2026-1 ($0.000001 per executed equivalent share). If the fee rate for CAT Fee 2026-1 were calculated solely based on the reasonably budgeted costs for CAT for May - December 2026, excluding the reduction in that amount due to the surplus reserve offset, the fee rate would be $0.000010 per executed equivalent share. (B) Reconciliation of Budget to the Collected Fees The CAT NMS Plan also requires fee filings for Prospective CAT Fees to include "a discussion of how the budget is reconciled to the collected fees." As discussed above, this 162 163reserve balance of $102,391,135 collected via prior CAT Fees would be used to offset a portion of CAT costs for CAT Fee Period 2026-1, thereby reducing the fee rate to be paid for CAT Fee 2026-1. Specifically, the total costs (including the 25% reserve) for CAT Fee 2026-1 of $117,540,783 would be reduced by the $102,391,135 in reserve. Therefore, the Total Budgeted

CAT Funding Model Approval Order at 13444.156Id.157Id.158Id.159160See Section 3(b)(2)(B) below.161Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.162163

CAT Costs 2026-1 would be $15,149,648. Such surplus reserve balance would be used to reduce the fee rate for CAT Fee 2026-1 ($0.000001 per executed equivalent share). (C) Total Executed Equivalent Share Volume for the Prior 12 Months period from March 2025 through February 2026 was 5,980,937,549,360.49 executed equivalent shares. CAT LLC determined the total executed equivalent share volume for the prior twelve months by counting executed equivalent shares in the same manner as it counts executed equivalent shares for CAT billing purposes. 164 (D) Projected Executed Equivalent Share Volume for the CAT Fee 2026-1 Period CAT LLC has determined that the projected total executed equivalent share volume for the eight months of the CAT Fee 2026-1 Period by multiplying by 8/12ths the executed equivalent share volume for the prior twelve months: 8/12 times 5,980,937,549,360.49 executed equivalent shares. The Operating Committee determined that such an approach was 165reasonable as the CAT's annual executed equivalent share volume has increased from prior years(e.g., the executed equivalent share volume for 2024 was 4,295,884,600,069.41), and the Operating Committee believes that it is reasonable to conclude that the annual executed equivalent share volume will remain at the higher level. (E) Actual Fee Rate for CAT Fee 2026-1 (i) Decimal Places As noted in the approval order for the CAT Funding Model, as a practical matter, the fee filing for a CAT Fee would provide the exact fee per executed equivalent share to be paid for each CAT Fee, by multiplying the Fee Rate by one-third and describing the relevant number of decimal places for the fee rate. Accordingly, proposed paragraph (a)(6)(B) of the fee schedule 166would set forth a fee rate of $0.000001 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2026-1 by one-third and rounding the result to six decimal places. CAT LLC determined that the use of six decimal places is reasonable as it balances the accuracy of the calculation with the potential systems and other impracticalities of using additional decimal places in the calculation. 167 (ii) Reasonable Fee Level The Exchange believes that charging CAT Fee 2026-1 with a fee rate of $0.000001 per executed equivalent share is reasonable because it provides for a revenue stream for the Company that is aligned with the Budgeted CAT Costs 2026-1. Moreover, the Exchange

See Section 3(a)(2)(D) above.164Id.165166See Section 3(a)(5)(A) above.167

believes that the level of the fee rate is reasonable, as it is less than CAT Fee 2025-2 and is comparable to other transaction-based fees, including fees assessed pursuant to Section 31. As 168a result, the magnitude of CAT Fee 2026-1 is small, and therefore will mitigate any potential adverse economic effects or inefficiencies. 169 (3) CAT Fee 2026-1 Provides for an Equitable Allocation of Fees CAT Fee 2026-1 provides for an equitable allocation of fees, as it equitably allocates CAT costs between and among the Participants and Industry Members. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfied the requirements of the Exchange Act, including the formula for calculating CAT Fees as well as the Industry Members to be charged the CAT Fees. In approving the CAT Funding Model, the 170SEC stated that "[t]he Participants have sufficiently demonstrated that the proposed allocation of fees is appropriate and meets the Rule 608(b) approval standard." Accordingly, the CAT 171Funding Model sets forth the requirements for allocating fees related to Budgeted CAT Costs among Participants and Industry Members, and the fee filings for CAT Fees must comply with those requirements. CAT Fee 2026-1 provides for an equitable allocation of fees as it complies with the requirements regarding the calculation of CAT Fees as set forth in the CAT NMS Plan. For example, as described above, the calculation of CAT Fee 2026-1 complies with the formula set forth in Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2026-1 would be charged to CEBBs and CEBSs in accordance with Section 11.3(a) of the CAT NMS Plan. Furthermore, the Participants would be charged for their designated share of the Budgeted CAT Costs 2026-1 through a fee implemented via the CAT NMS Plan, which would have the same fee rate as CAT Fee 2026-1. In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2026- 1--the Budgeted CAT Costs 2026-1, the count for the executed equivalent share volume for the prior 12 months, and the projected executed equivalent share volume for the CAT Fee 2026-1 Period--is reasonable. Moreover, these inputs lead to a reasonable fee rate for CAT Fee 2026-1 that is lower than other fee rates for transaction-based fees. A reasonable fee rate allocated in accordance with the requirements of the CAT Funding Model provides for an equitable allocation of fees. (4) CAT Fee 2026-1 is Not Unfairly Discriminatory CAT Fee 2026-1 is not an unfairly discriminatory fee. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfies the requirements of the Exchange Act. In reaching this conclusion, the SEC analyzed the potential effect of CAT Fees calculated pursuant to the CAT Funding Model on affected categories of market participants, including Participants (including exchanges and FINRA), Industry Members

For example, as the SEC noted in the CAT Funding Model Approval Order, recent Section 31 fees ranged168from $0.00007 per share to $0.00072 per share. CAT Funding Model Approval Order at 13469.Id.169See Section 11.3(a) of the CAT NMS Plan.170CAT Funding Model Approval Order at 13412.171

(including subcategories of Industry Members, such as alternative trading systems, CAT Executing Brokers and market makers), and investors generally, and considered market effects related to equities and options, among other things. CAT Fee 2026-1 complies with the requirements regarding the calculation of CAT Fees as set forth in the CAT NMS Plan. In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2026-1 and the resulting fee rate for CAT Fee 2026-1 is reasonable. Therefore, CAT Fee 2026-1 does not impose an unfairly discriminatory fee on Industry Members. The Exchange believes the proposed fees established pursuant to the CAT Funding Model promote just and equitable principles of trade, and, in general, protect investors and the public interest, and are provided in a transparent manner and with specificity in the fee schedule. The Exchange also believes that the proposed fees are reasonable because they would provide ease of calculation, ease of billing and other administrative functions, and predictability of a fee based on fixed rate per executed equivalent share. Such factors are crucial to estimating a reliable revenue stream for CAT LLC and for permitting Exchange members to reasonably predict their payment obligations for budgeting purposes.

1. Self-Regulatory Organization's Statement on Burden on Competition Section 6(b)(8) of the Act requires that the Exchange's rules not impose any burden on 172 Act. The Exchange does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange notes that CAT Fee 2026-1 implements provisions of the CAT NMS Plan that were approved by the Commission and is designed to assist the Exchange in meeting its regulatory obligations pursuant to the Plan. In addition, all Participants (including exchanges and FINRA) are proposing to introduce CAT Fee 2026-1 on behalf of CAT LLC to implement the requirements of the CAT NMS Plan. Therefore, this is not a competitive fee filing, and, therefore, it does not raise competition issues between and among the Participants. Furthermore, in approving the CAT Funding Model, the SEC analyzed the potential competitive impact of the CAT Funding Model, including competitive issues related to market services, trading services and regulatory services, efficiency concerns, and capital formation. 173The SEC also analyzed the potential effect of CAT fees calculated pursuant to the CAT Funding Model on affected categories of market participants, including Participants (including exchanges and FINRA), Industry Members (including subcategories of Industry Members, such as alternative trading systems, CAT Executing Brokers and market makers), and investors generally, and considered market effects related to equities and options, among other things. Based on this analysis, the SEC approved the CAT Funding Model as compliant with the Exchange Act. CAT Fee 2026-1 is calculated and implemented in accordance with the CAT Funding Model as approved by the SEC.

172 CAT Funding Model Approval Order at 13457-81.173

As discussed above, each of the inputs into the calculation of CAT Fee 2026-1 is reasonable and the resulting fee rate for CAT Fee 2026-1 calculated in accordance with the CAT Funding Model is reasonable. Therefore, CAT Fee 2026-1 would not impose any burden on Act.

1. Self-Regulatory Organization's Statement on Comments on the Proposed Rule
   Change Received from Members, Participants, or Others Not applicable.

2. Extension of Time Period for Commission Action
   Not applicable.

3. Basis for Summary Effectiveness Pursuant to Section 19(b)(3) or for Accelerated
   Effectiveness Pursuant to Section 19(b)(2) or Section 19(b)(7)(D) The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A)(ii) of the Actand subparagraph (f)(2) of Rule 19b-4 because it establishes a due, fee, or other174 175charge 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 whether the proposed rule change should be approved or disapproved.176

4. Proposed Rule Change Based on Rules of Another Self-Regulatory Organization or
   of the Commission As discussed in detail above, the proposed rule change is consistent with, and would implement the CAT fee requirements applicable to Industry Members in accordance with, the CAT NMS Plan. As such, each Participant in the CAT NMS Plan is proposing the same fee requirements.

5. Security-Based Swap Submissions Filed Pursuant to Section 3C of the Act
   Not applicable.

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

15 U.S.C. 78s(b)(3)(A)(ii).17417 CFR 240.19b-4(f)(2).17515 U.S.C. 78s(b)(2)(B).176

Not applicable.

1. Exhibits Exhibit 1. Form of Notice of the Proposed Rule Change for Publication in the Federal Register Exhibit 5. Text of the Proposed Rule Change 5A Equities Fee Schedule 5B Options Fee Schedule

EXHIBIT 1 (Release No. 34- ; File No. SR-NYSEARCA-2026-40 [Date] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Amend the NYSE Arca Equities Fees and Charges and the NYSE Arca Options Fees and Charges 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 Arca, Inc. ("NYSE3 Arca" 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 amend the NYSE Arca Equities Fees and Charges ("Equities Fee Schedule") and the NYSE Arca Options Fees and Charges ("Options Fee Schedule") to establish fees for Industry Members related to reasonably budgeted CAT costs of the National 4 Market System Plan Governing the Consolidated Audit Trail (the "CAT NMS Plan" or "Plan") for the period from May 1, 2026 through December 31, 2026. These fees would be payable to Consolidated Audit Trail, LLC ("CAT LLC" or the "Company") and referred to as CAT Fee

15 U.S.C. 78s(b)(1).1 15 U.S.C. 78a.2 17 CFR 240.19b-4.3 An "Industry Member" is defined as "a member of a national securities exchange or a member of a national4securities association." See NYSE Arca Rule 11.6810(u). See also Section 1.1 of the CAT NMS Plan. Unless otherwise specified, capitalized terms used in this rule filing are defined as set forth in the CATNMS Plan and/or the CAT Compliance Rule. See NYSE Arca Rule 11.6810.

2026-1, and would be described in a section of the Exchange's fee schedule entitled "Consolidated Audit Trail Funding Fees." The fee rate for CAT Fee 2026-1 would be $0.000001 per executed equivalent share. CAT Executing Brokers will receive their first monthly invoice for CAT Fee 2026-1 in June 2026 calculated based on their transactions as CAT Executing Brokers for the Buyer ("CEBB") and/or CAT Executing Brokers for the Seller ("CEBS") in May

1. As described further below, CAT Fee 2026-1 is anticipated to be in place for eight
   months, and is anticipated to recover approximately two-thirds of the costs set forth in the reasonably budgeted CAT costs for 2026. The proposed rule change is available on the Exchange's website at www.nyse.com, 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 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.

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

4. Purpose
   On July 11, 2012, the Commission adopted Rule 613 of Regulation NMS, which required the self-regulatory organizations ("SROs") to submit a national market system ("NMS") plan to create, implement and maintain a consolidated audit trail that would capture customer and order event information for orders in NMS securities across all markets, from the time of order

inception through routing, cancellation, modification or execution. On November 15, 2016, the Commission approved the CAT NMS Plan. Under the CAT NMS Plan, the Operating 6 Committee has the discretion to establish funding for CAT LLC to operate the CAT, including establishing fees for Industry Members to be assessed by CAT LLC that would be implemented on behalf of CAT LLC by the Participants. The Operating Committee adopted a revised 7 funding model to fund the CAT ("CAT Funding Model"). On March 16, 2026, the Commission approved the CAT Funding Model after concluding that the model satisfied the requirements of Section 11A of the Exchange Act and Rule 608 thereunder. 8 The CAT Funding Model provides a framework for the recovery of the costs to create, develop and maintain the CAT, including providing a method for allocating costs to fund the CAT among Participants and Industry Members. The CAT Funding Model establishes two categories of fees: (1) CAT fees assessed by CAT LLC and payable by certain Industry Members to recover a portion of historical CAT costs previously paid by the Participants ("Historical CAT Assessment" fees); and (2) CAT fees assessed by CAT LLC and payable by Participants and Industry Members to fund prospective CAT costs ("CAT Fees"). 9

Securities Exchange Act Rel. No. 67457 (July 18, 2012), 77 Fed. Reg. 45722 (Aug. 1, 2012).5 Securities Exchange Act Rel. No. 79318 (Nov. 15, 2016), 81 Fed. Reg. 84696 (Nov. 23, 2016) ("CAT6NMS Plan Approval Order").

Securities Exchange Act Rel. No. 105003 (Mar. 16, 2026), 91 Fed. Reg. 13410 (Mar. 19, 2026) ("CAT8Funding Model Approval Order"). This CAT Funding Model replaced the prior funding model that was approved by the Commission on September 6, 2023. Securities Exchange Act Rel. No. 98290 (Sept. 6, 2023), 88 Fed. Reg. 62628 (Sept. 12, 2023). Under the CAT Funding Model, the Operating Committee may establish CAT Fees related to CAT costs9going forward. Section 11.3(a) of the CAT NMS Plan. This filing only establishes CAT Fee 2026-1 related to reasonably budgeted CAT costs for the period from May 1, 2026 through December 31, 2026 as described herein; it does not address any other potential CAT Fees related to CAT costs. Any such other CAT Fee will be subject to a separate fee filing. In addition, under the CAT Funding Model, the Operating Committee may establish one or more Historical CAT Assessments. Section 11.3(b) of the CAT NMS Plan. This filing does not address any Historical CAT Assessments.

Under the CAT Funding Model, Participants, CEBBs and CEBSs are subject to fees designed to cover the ongoing budgeted costs of the CAT, as determined by the Operating Committee. "The Operating Committee will establish fees ('CAT Fees') to be payable by Participants and Industry Members with regard to CAT costs not previously paid by the Participants ('Prospective CAT Costs')." In establishing a CAT Fee, the Operating Committee 10 will calculate a "Fee Rate" for the relevant period. Then, for each month in which a CAT Fee is in effect, each CEBB and CEBS would be required to pay the fee for each transaction in Eligible Securities executed by the CEBB or CEBS from the prior month as set forth in CAT Data, where the fee for each transaction will be calculated by multiplying the number of executed equivalent shares in the transaction by one-third and by the Fee Rate. The CAT Fees to be paid by CEBBs and CEBSs are designed to contribute toward the recovery of two-thirds of the budgeted CAT costs for the relevant period. The CAT Funding 11 Model is designed to require that the Participants contribute to the recovery of the remaining one-third of the budgeted CAT costs. Participants would be subject to the same Fee Rate as 12 CEBBs and CEBSs. While CAT Fees charged to Industry Members become effective in 13 accordance with the requirements of Section 19(b) of the Exchange Act, CAT fees charged to 14 Participants are implemented via an approval of the CAT fees by the Operating Committee in accordance with the requirements of the CAT NMS Plan. Accordingly, this filing does not 15

Section 11.3(a) of the CAT NMS Plan.10

Section 11.3(a)(ii)(A) of the CAT NMS Plan.12 Section 11.3(a)(ii) of the CAT NMS Plan.13

14 15

address Participant CAT fees as they are described in the CAT NMS Plan. CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2026-1 to recover the reasonably budgeted CAT costs for the period from May 1, 2026 through December 31, 2026 in accordance with the CAT Funding Model. To implement this fee on behalf of CAT LLC, the CAT NMS Plan requires the Participants to "file with the SEC under Section 19(b) of the Exchange Act any such fees on Industry Members that the Operating Committee approves, and such fees shall be labeled as 'Consolidated Audit Trail Funding Fees.'" The Plan further states that "[o]nce the Operating Committee has approved such Fee 17 Rate, the Participants shall be required to file with the SEC pursuant to Section 19(b) of the Exchange Act CAT Fees to be charged to Industry Members calculated using such Fee Rate." 18 Accordingly, the purpose of this filing is to implement a CAT Fee on behalf of CAT LLC for Industry Members, referred to as CAT Fee 2026-1, in accordance with the CAT NMS Plan. (1) CAT Executing Brokers CAT Fee 2026-1 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities. The CAT NMS Plan defines a "CAT Executing Broker" to 19 mean:

16 17 18

In its approval of the CAT Funding Model, the Commission determined that charging CAT fees to CAT19Executing Brokers was appropriate. In reaching this conclusion, the Commission noted that the use of CAT Executing Brokers is appropriate because the CAT Funding Model is based upon the calculation ofexecuted equivalent shares, and, therefore, charging CAT Executing Brokers would reflect their executing role in each transaction. Furthermore, the Commission noted that, because CAT Executing Brokers are already identified in transaction reports from the exchanges and FINRA's equity trade reporting facilities recorded in CAT Data, charging CAT Executing Brokers could streamline the billing process. CAT Funding Model Approval Order at 13413.

(a) with respect to a transaction in an Eligible Security that is executed on an exchange, the Industry Member identified as the Industry Member responsible for the order on the buy-side of the transaction and the Industry Member responsible for the sell-side of the transaction in the equity order trade event and option trade event in the CAT Data submitted to the CAT by the relevant exchange pursuant to the Participant Technical Specifications; and (b) with respect to a transaction in an Eligible Security that is executed otherwise than on an exchange and required to be reported to an equity trade reporting facility of a registered national securities association, the Industry Member identified as the executing broker and the Industry Member identified as the contra-side executing broker in the TRF/ORF/ADF transaction data event in the CAT Data submitted to the CAT by FINRA pursuant to the Participant Technical Specifications; provided, however, in those circumstances where there is a non-Industry Member identified as the contra- side executing broker in the TRF/ORF/ADF transaction data event or no contra- side executing broker is identified in the TRF/ORF/ADF transaction data event, then the Industry Member identified as the executing broker in the TRF/ORF/ADF transaction data event would be treated as CAT Executing Broker for the Buyer and for the Seller. 20

Section 1.1 of the CAT NMS Plan. In its approval order for the CAT Funding Model, the Commission20"recognize[d] that Industry Members may pass-through CAT fees for customer executed volume." See CAT Funding Model Approval Order at 13424.

The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange: Equity Order Trade (EOT) 21 # Field Name Key 12.n.8/ Alias is responsible for the order on this side13.n.8 of the trade. Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction. This must be provided if orderID is provided. Option Trade (OT) 22 # Field Name Key 16.n.13 / R17.n.13 Alias is responsible for the order In addition, the following fields of the Participant Technical Specifications would indicate the CAT Executing Brokers for the transactions executed otherwise than on an exchange:

See Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan21CParticipants, Version 4.2.0-r2 (Feb. 24, 2026), https://www.catnmsplan.com/sites/default/files/2026- 02/02.24.2026-CATReportingTechnicalSpecificationsforParticipants4.2.0-r2.pdf ("CAT Reporting Technical Specifications for Plan Participants"). See Table 52, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications22for Plan Participants.

TRF/ORF/ADF Transaction Data Event (TRF) # Field Name Data Type Description Include Key 26 reportingExecutingMpid Member MPID of the executing party R Alias 28 contraExecutingMpid Member MPID of the contra-side Alias executing party. (2) Calculation of Fee Rate 2026-1 The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2026-1 ("Fee Rate 2026-1") by dividing the reasonably budgeted CAT costs ("Budgeted CAT Costs 2026-1") for the period from May 1, 2026 through December 31, 2026 ("CAT Fee 2026-1 Period") by the reasonably projected total executed share volume of all transactions in Eligible Securities for the eight-month recovery period, as discussed in detail below. Based on this 24 calculation, the Operating Committee has determined that Fee Rate 2026-1 would be $0.000003799483243631228 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000001 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below. (A) CAT Fee 2026-1 Period CAT LLC proposes to implement CAT Fee 2026-1. CAT LLC proposes to commence CAT Fee 2026-1 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2026-1 "would be calculated as described in paragraph (II)" of Section 11.3(a)(i)(A) of the

See Table 62, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical23CSpecifications for Plan Participants. Section 11.3(a)(i) of the CAT NMS Plan.24

CAT NMS Plan, which states that "[d]uring each year, the Operating Committee will calculate a new Fee Rate by dividing the reasonably budgeted CAT costs for the remainder of the year by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the remainder of the year." For CAT Fee 2026-1, the reasonably budgeted CAT 26 costs for "the remainder of the year" are the reasonably budgeted CAT costs from May 1, 2026 through December 31, 2026 as set forth in the updated annual budget for 2026 for CAT LLC approved by the Operating Committee on March 31, 2026 ("Updated 2026 CAT Budget"). 27 (B) Executed Equivalent Shares for Transactions in Eligible Securities Under the CAT NMS Plan, for purposes of calculating CAT Fees, executed equivalent shares in a transaction in Eligible Securities will be reasonably counted as follows: (1) each executed share for a transaction in NMS Stocks will be counted as one executed equivalent share; (2) each executed contract for a transaction in Listed Options will be counted based on the multiplier applicable to the specific Listed Options (i.e., 100 executed equivalent shares or such other applicable multiplier); and (3) each executed share for a transaction in OTC Equity Securities will be counted as 0.01 executed equivalent share. 28 (C) Budgeted CAT Costs 2026-1 The CAT NMS Plan states that "[t]he budgeted CAT costs for the year shall be comprised of all reasonable fees, costs and expenses reasonably budgeted to be incurred by or for

Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan.25 Section 11.3(a)(i)(A)(II) of the CAT NMS Plan.26 The Updated 2026 CAT Budget is available on the CAT website27(https://www.catnmsplan.com/sites/default/files/2026-04/03.31.26-CAT-2026-Budget.pdf). Section 11.3(a)(i)(B) of the CAT NMS Plan. In approving the CAT Funding Model, the Commission28concluded that "the use of executed equivalent share volume provides an appropriate basis for the calculation of CAT fees." CAT Funding Model Approval Order at 13413.

the Company in connection with the development, implementation and operation of the CAT as set forth in the annual operating budget approved by the Operating Committee pursuant to Section 11.1(a) of the CAT NMS Plan, or as adjusted during the year by the Operating Committee." Section 11.1(a) of the CAT NMS Plan describes the requirement for the 29 Operating Committee to approve an operating budget for CAT LLC on an annual basis. It requires the budget to "include the projected costs of the Company, including the costs of developing and operating the CAT for the upcoming year, and the sources of all revenues to cover such costs, as well as the funding of any reserve that the Operating Committee reasonably deems appropriate for the prudent operation of the Company." Section 11.1(a)(i) of the CAT NMS Plan further states that: [w]ithout limiting the foregoing, the reasonably budgeted CAT costs shall include technology (including cloud hosting services, operating fees, CAIS operating fees, change request fees and capitalized developed technology costs), legal, consulting, insurance, professional and administration, and public relations costs, a reserve and such other cost categories as reasonably determined by the Operating Committee to be included in the budget. In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2026 for CAT LLC ("Original 2026 CAT Budget") on December 11, 2025. On March 31, 2026, the Operating Committee approved an updated budget for 2026, 30 referred to as the Updated 2026 CAT Budget. The Updated 2026 CAT Budget includes actual

Section 11.3(a)(i)(C) of the CAT NMS Plan.29 The Original 2026 CAT Budget is available on the CAT website30(https://www.catnmsplan.com/sites/default/files/2025-12/12.08.25-CAT-LLC-2026- FinancialandOperating_Budget.pdf).

costs for each category for January and February 2026, with updated estimated costs for the remainder of the year. The updated costs for May through December as included in the Updated 2026 CAT Budget (i.e., Budgeted CAT Costs 2026-1) are the costs used in calculating CAT Fee 2026-1. The 2026 CAT budgets, both the Original 2026 CAT Budget and the Updated 2026 31 CAT Budget, were prepared on the accrual basis of accounting. 32 As described in detail below, the Budgeted CAT Costs 2026-1 would be $15,149,648. CEBBs collectively will be responsible for one-third of the Budgeted CAT Costs 2026-1 (which is $5,049,882.67), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2026-1 (which is $5,049,882.67). The following describes in detail the Budgeted CAT Costs 2026-1 for CAT Fee 2026-1. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following:

including a brief description of each line item in the budget, including (1)

fees, change request fees and capitalized developed technology costs, (2) legal, (3)

The version of the Updated 2026 CAT Budget set forth on the CAT website is presented on a quarterly31basis, but is prepared based on more granular detail. The costs for May and June are estimated based on two-thirds of costs for Q2 where the budgeted monthly amounts are consistent. For those cases in which the costs for a category vary from month to month in Q2, the specific budgeted amounts for May and June are noted. CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were32primarily used to determine the dollar amount of promissory notes from the Participants that were required to fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costs from Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was prepared on the accrual basis of accounting to properly match projected revenues with estimated expenses incurred. A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditures when incurred. In moving from a cash basis budget to an accrual basis budget, there is no double counting of expenses.

Each of the costs described below is reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT. The following table breaks down the Budgeted CAT Costs 2026-1 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan. The Budgeted CAT Costs 2026-1 34 reflect the costs for May through December as included in the Updated 2026 CAT Budget. The Budgeted CAT Costs 2026-1 are the costs used in calculating CAT Fee 2026-1. Budgeted CAT Costs 2026-1

1. $3,450,000 Technology Costs: $83,737,680 Cloud Hosting Services $49,866,667 Operating Fees $19,691,953 CAIS Operating Fees $14,179,060 Change Request Fees $0 Legal $5,670,452 Consulting $1,025,957

Note that costs and related cost calculations provided in this filing may reflect minor variations from the34budgeted costs due to rounding.

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1. Insurance $852,768 Professional and administration $749,151 Public relations $0 Interest Income ($1,453,382) Total Costs $94,032,626 Reserve (25% of Total Costs) $23,508,157 Total Costs and Reserve $117,540,783 Use of Existing Reserve ($102,391,135) Total Budgeted CAT Costs $15,149,648 2026-1

a - The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2026-1 Period have been appropriately excluded from the above table. 35b - Budgeted CAT Costs 2026-1 described in this table of costs were determined based on an analysis of a variety of factors, including historical costs/invoices, estimated costs from respective vendors/service providers, contractual terms with vendors/service providers, anticipated service levels and needs, and discussions with vendors and Participants. c - This cost number for capitalized developed technology costs reflects (1) capitalized developed technology costs of $3,450,000 for May, $0 for June and $0 for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget; and (2) $0 for the Software License Fee 2026 for the second, third, and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: ($3,450,000 +$0 + $0 + $0) + ($0 + $0 + $0) = $3,450,000. d - This cost number for cloud hosting services reflects two-thirds of the cloud hosting services costs for the second quarter and the cloud hosting services for Budget: (2/3 x $18,700,000) + $18,700,000 + $18,700,000 = $49,866,667. e - This cost number for operating fees reflects (1) two-thirds of the Non-CAIS fixed operating fees for the second quarter and the Non-CAIS fixed operating fees for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget and (2) two-thirds of the market data vendor fees for the second quarter and the market data vendor fees for the third and fourth quarter of 2026 as With respect to certain costs that were "appropriately excluded," such excluded costs relate to the35amortization of capitalized technology costs, which are amortized over the life of the Plan Processor Agreement. As such costs have already been otherwise reflected in the filing, their inclusion would double count the capitalized technology costs. In addition, amortization is a non-cash expense.

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included in the Updated 2026 CAT Budget: ((2/3 x $7,191,853) + $7,191,853 + $7,191,853) + ((2/3 x $192,630) + $192,630 + $192,630) = $19,691,953. f - This cost number for CAIS operating fees reflects two-thirds of the CAIS fixed operating fees for the second quarter and the CAIS fixed operating fees for Budget: (2/3 x $5,317,147) + $5,317,147 + $5,317,147 = $14,179,060. g - This $0 cost number for change requests reflects the fact that there were no h - This cost number for legal services reflects two-thirds of the legal costs for the second quarter and the legal costs for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: (2/3 x $2,145,170) + $2,125,170 + $2,115,170 = $5,670,452. i - This cost number for consulting services reflects two-thirds of the consulting costs for the second quarter and the consulting costs for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: (2/3 x $384,734) + $384,734 + $384,734 = $1,025,957. j - This cost number for insurance reflects two-thirds of the insurance costs for the second quarter and the insurance costs for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: (2/3 x $300,977) + $321,042 + $331,074 = $852,768. k - This cost number for professional and administration services reflects two- thirds of the professional and administration costs for the second quarter and the professional and administration costs for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: (2/3 x $280,932) + $280,932 + $280,932 = $749,151. l - This $0 cost number of change requests reflects the fact that there were no m - This interest income reflects interest income (net of bank fees) of $517,208 for May and June and interest income (net of bank fees) for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: $517,208 + $571,010 + $365,164 = $1,453,382. Note that interest income for May and June 2026 of $517,208 is slightly less than two-thirds of $809,598 (which is $539,732) for the second quarter as the amount of interest income varies from month to month. n - This amount for the use of the existing reserve is calculated by subtracting from the Accrued Liquidity Reserve Balance as of the Beginning of the Year in the Updated 2026 CAT Budget the 25% Incremental Liquidity Reserve Accrued during 2026 for the first quarter and for April of 2026 as included in the Updated 2026 CAT Budget: $155,403,378 - ($41,800,153 + $11,212,091) = $102,391,135. Note that the 25% Incremental Liquidity Reserved Accrued during 2026 for April 2026 of $11,212,091 is slightly more than one-third of $33,366,432 (which is $11,122,144) for the second quarter as the amount of the 25% Incremental Liquidity Reserved Accrued during 2026 varies from month to month.

To the extent that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2026-1 is in effect, CAT LLC will use the proceeds from CAT Fee 2026-1 and the related Participant CAT fees to repay such notes. The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2025 approved by the Operating Committee in May 2025 ("May

Updated 2025 CAT Budget"), the updated annual CAT budget for 2025 approved by the Operating Committee in November 2025 ("November Updated 2025 CAT Budget") , the 37 Original 2026 CAT Budget and the Updated 2026 CAT Budget, and is provided for informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for the period from May 1, 2026 through December 31, 2026, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing. Comparison of Full Year Budgeted Costs

CAT Costs CAT Costs CAT Costs 2026 CAT 2026 CAT Budget Budget $4,871,962 $5,163,991 $8,228,827 $8,378,964

Technology Costs: $211,548,472 $173,091,660 $137,514,003 $128,643,476 Cloud Hosting Services $159,230,937 $122,084,811 $81,900,006 $77,529,362 Operating Fees $30,817,686 $29,932,001 $34,345,413 $29,845,524 b CAIS Operating Fees $20,749,848 $20,749,848 $21,268,584 $21,268,590 Change Request Fees $750,000 $325,000 $0 $0 Legal $7,370,002 $7,312,547 $8,485,000 $8,939,184 Consulting $1,749,998 $1,750,000 $1,550,000 $1,550,000 Insurance $1,594,452 $1,368,750 $1,505,625 $1,254,070 Professional and administration $1,193,090 $1,392,679 $1,145,500 $1,085,500 The May Updated 2025 CAT Budget is available on the CAT website36 (https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025- FinancialandOperating-Budget.pdf). The November Updated 2025 CAT Budget is available on the CAT website37 (https://www.catnmsplan.com/sites/default/files/2025-12/12.22.25_CAT-LLC-2025- FinacialandOperating-Budget.pdf).

CAT Costs CAT Costs CAT Costs 2026 CAT 2026 CAT Budget Budget Public relations $6,575 $6,575 $0 $0 Interest Income $0 $(2,510,223) ($1,995,958) ($2,806,325) Total Annual CAT Costs$228,334,551 $187,575,979 $156,432,998 $147,044,869 a - This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget. b - This cost number is calculated by adding together the Operating fees, the Cyber Insurance Premium Adjustment (if any) and market data vendor fees (if any separate fees) for each budget. c - This total cost number does not include an amount for a reserve.

In addition, the following table compares the budgeted costs for January and February 2026 that were used in drafting the Original 2026 CAT Budget with the actual costs for January and February 2026 that were used in drafting the Updated 2026 CAT Budget. The Original 2026 CAT Budget includes budgeted costs for January and February 2026, whereas the Updated 2026 CAT Budget includes actual costs for January and February 2026. The variance from the budgeted costs for January and February 2026 to the actual costs for January and February 2026 are used in this filing in supporting the reasonableness of the estimates for each category of costs.

Comparison of Budgeted and Actual Costs for January & February 2026

Budget Category Budgeted Costs for Actual Costs for Variance from January & February January & Budgeted Costs for 2026 February 2026 January & February 2026 to Actual Costs for January & (as used in drafting the (as used in drafting February of 2026 Original 2026 CAT the Updated 2026 Budget) CAT Budget)

$671,472 $4,145,430 Increase by $3,473,958 b

Technology Costs: $25,894,000 $21,501,183 Cloud Hosting $17,200,000 $12,829,362 Decrease by $4,370,638 c Services Operating Fees $5,149,236 $5,127,057 Decrease by $22,179 CAIS Operating Fees $3,544,764 $3,544,764 No change Change Request Fees $0 $0 No change Legal $1,424,166 $1,838,617 Increase by $414,451 d Consulting $258,334 $267,554 Increase by $9,220 Insurance $250,938 $200,652 Decrease by $50,286 Professional and $190,916 $149,061 Decrease by $41,855 administration Public relations $0 $0 No change Interest Income ($758,343) ($757,527) Decrease by $816 Total $27,931,483 $27,344,970 Decrease by $586,513 a - This cost number for capitalized developed technology costs is calculated by adding together the capitalized developed technology costs and the software license fee for each budget. b - The variance for capitalized developed technology costs is the result of costs related to the software license fee in accordance with the Plan Processor Agreement with FCAT. c - This variance is attributable to lower than forecasted market volumes and the impact of lower processing costs due to shutting down certain functionalities. d - The variance in legal costs is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created.

(i) Technology Costs - Cloud Hosting Services (a) Description of Cloud Hosting Services Costs

Prospective CAT Fee to provide a brief description of the cloud hosting services costs set forth in the budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $49,866,667 in technology costs for cloud hosting services for the CAT Fee 2026-1 Period. The technology costs for cloud hosting services represent costs reasonably budgeted to be incurred for services provided by the cloud services provider for the CAT, Amazon Web Services, Inc. ("AWS") during the CAT Fee 2026-1 Period. In the agreement between CAT LLC and the Plan Processor for the CAT ("Plan Processor Agreement"), FINRA CAT, LLC ("FCAT"), AWS was named as the subcontractor to provide cloud hosting services. Under the Plan Processor Agreement, CAT LLC is required to pay FCAT the fees incurred by the Plan Processor for cloud hosting services provided by AWS as FCAT's subcontractor on a monthly basis for the cloud hosting services, and FCAT, in turn, pays such fees to AWS. The fees for cloud hosting services were negotiated by FCAT on an

with the CAT NMS Plan and Rule 613, taking into consideration a variety of factors, including the expected volume of data, the breadth of services provided and market rates for similar services. Services provided by AWS include storage services, databases, compute services and other services (such as networking, management tools and DevOps tools), as well as various environments for CAT, such as development, performance testing, test, and production environments. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs

cloud hosting services for both the CAT transaction database as well as the Reference Database (previously referred to as the Customer and Account Information System, or "CAIS"). It is 38 anticipated that such cloud hosting services will continue during the CAT Fee 2026-1 Period. The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data. The greater the amount of 39 CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2026-1 Period, it is expected that AWS would provide cloud hosting services for volumes of CAT Data far in excess of the volume predictions set forth in the CAT NMS Plan. The CAT NMS Plan states, when all CAT Reporters are submitting their data to the CAT, it "must be sized to receive[,] process and load more than 58 billion records per day," and that "[i]t is expected that 40 the Central Repository will grow to more than 29 petabytes of raw, uncompressed data." In 41 contrast with those estimates, the Q3 2025 data volumes averaged 792 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025. CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2026-1 Period will be approximately $49,866,667. The budget for cloud hosting services costs 42

On January 13, 2026, the SEC approved an amendment to the CAT NMS Plan relating to the Customer and38Account Information System (referred to as "CAIS"). Effective with this amendment, CAIS has been renamed as the "Reference Database." Securities Exchange Act Rel. No. 104586 (Jan. 13, 2026), 91 Fed. Reg. 2164 (Jan. 16, 2026) ("CAIS Amendment"). The SEC subsequently approved another amendment to the CAT NMS Plan to implement various cost savings measures that made further changes to the Reference Database. Securities Exchange Act Rel. No. 105107 (Mar. 27, 2026), 91 Fed. Reg. 16284 (Mar. 27, 2026) ("Cost Savings Amendment"). In addition to the effect of the data volume on the cloud hosting costs, the processing timelines set forth in39the Plan contribute to the cloud hosting costs. For further discussion of the effect of processing timelineson cloud hosting costs, see Section 3(b)(2)(A)(i) below. Section 1.3 of Appendix D of the CAT NMS Plan, n.262.40 Section 1.3 of Appendix D of the CAT NMS Plan.41

Specifically, this estimate was calculated by adding two-thirds of the cloud hosting services costs for the second quarter and the cloud hosting services for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget. 43 CAT LLC estimated the budget for the cost for cloud hosting services for the CAT Fee 2026-1 Period based on an assumption of 35% annual year-over-year volume growth for the transaction database and an assumption of 5% annual year-over-year volume growth for the Reference Database. CAT LLC determined these growth assumptions in coordination with FCAT. 44 This process for estimating the budget for cloud hosting services costs for the CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the cloud hosting services costs for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for cloud hosting services of $17,200,000 for January and February 2026. The actual costs for cloud hosting services for January and February 2026, which are set forth in the Updated 2026 CAT Budget, were $12,829,362. Therefore, the variance between budgeted and actual cloud hosting services costs for January and February 2026 was an approximate decrease of $4,370,638 as a result of lower volumes and a change in functionality. 45

This calculation is (2/3 x $18,700,000) + $18,700,000 + $18,700,000 = $49,866,667.43 Note that these growth rates are based on events processed and stored in the CAT. Executed transactions44are a small subset of such events. As a result, the number of transactions in the CAT, and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly.

estimating the budgeted cloud hosting services costs for the CAT Fee 2026-1 Period is

CAT Fee to describe the reason for changes in the line item for cloud hosting services costs from the prior CAT Fee filing. As this is the first Prospective CAT Fee filing under this CAT Funding Model, this filing describes the changes in the cloud hosting services costs from the Original 2026 Budget. Specifically, the following describes the differences in the costs for cloud 46 hosting services included in the Original 2026 CAT Budget versus the Updated 2026 CAT Budget, and the reasons for any changes. The annual 2026 budgeted costs for cloud hosting services included in the Original 2026 CAT Budget were $81,900,006, and the annual 2026 budgeted costs for cloud hosting services included in the Updated 2026 CAT Budget are $77,529,362. Accordingly, budgeted annual costs for cloud hosting services decreased by $4,370,644 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget, which is an approximate 5% reduction in cloud hosting services costs for the full year of 2026. The budgeted decrease in costs for cloud hosting services 47 reflects lower costs for January and February 2026 due to lower than forecasted market volumes in January and the impact of lower processing costs due to shutting down certain functionalities.

The last Prospective CAT Fee, CAT Fee 2025-2, was implemented pursuant to the prior CAT funding46model. Moreover, the final invoice for CAT Fee 2025-2 was sent in December 2025, and, therefore, there is a six-month gap between the final invoice for CAT Fee 2025-2 and the first invoice for CAT Fee 2026-1, which would be in June 2026. Accordingly, this filing describes the changes in the cloud hosting services costs from the Original 2026 Budget.

(ii) Technology Costs - Operating Fees (a) Description of Operating Fees

Prospective CAT Fee to provide a brief description of the operating fees set forth in the budget.

of the CAT NMS Plan that included $19,691,953 in technology costs for operating fees for the CAT Fee 2026-1 Period. Operating fees are those fees paid by CAT LLC to FCAT as the Plan Processor to operate and maintain the CAT and to perform business operations related to the

management as required by the CAT NMS Plan. Operating fees also include market data provider costs, as discussed below. Plan Processor: FCAT. Under the Plan Processor Agreement with FCAT, CAT LLC is required to pay FCAT a negotiated monthly fixed price for the operation of the CAT. This fixed price contract was negotiated on an arm's length basis with the goals of managing costs and receiving services required to comply with the CAT NMS Plan and Rule 613, taking into consideration a variety of factors, including the breadth of services provided and market rates for similar types of activity. It is anticipated that FCAT will provide a variety of services to the CAT during the CAT Fee 2026-1 Period, including the following:  Provide the CAT-related functions and services as the Plan Processor as required by SEC Rule 613 and the CAT NMS Plan in connection with the operation and maintenance of the CAT;  Address compliance items, including drafting CAT policies and procedures, and

addressing Regulation SCI requirements;  Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups;  Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan;  Oversee the security of the CAT;  Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting;  Provide support to subcontractors under the Plan Processor Agreement;  Provide support in discussions with the Participants and the SEC and its staff;  Operate the FINRA CAT Helpdesk;  Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars;  Administer the CAT website and all of its content;  Maintain cyber security insurance related to the CAT;  Assist with billing, collection and other CAT fee-related activity; and  Provide technical support and assistance with connectivity, data access, and user support, including the use of CAT Data and query tools, for Participants and the SEC staff. CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2026-1 Period based on the recurring monthly operating fees under the Plan Processor Agreement. Market Data Provider: Algoseek. It is anticipated that the operating fees costs for the CAT Fee 2026-1 Period will include costs related to the receipt of certain market data for the

CAT pursuant to an agreement between FCAT and Algoseek, LLC ("Algoseek"). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, and that the fees were reasonable and in line with market rates for the market data received. All costs under the contract would be treated as a direct pass through cost to CAT LLC. CAT LLC estimated the budget for the costs for Algoseek for the CAT Fee 2026-1 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT. Operating Fee Estimates. CAT LLC estimates that the budget for operating fees during the CAT Fee 2026-1 Period will be approximately $19,691,953. The budget for operating fees 48 Specifically, this estimate was calculated by adding (1) two-thirds of the Non-CAIS fixed operating fees for the second quarter and the Non-CAIS fixed operating fees for the third and fourth quarters of 2026 included in the Updated 2026 CAT Budget and (2) two-thirds of the market data vendor fees for the second quarter and the market data vendor fees for the third and fourth quarter of 2026 included in the Updated 2026 CAT Budget. 49 As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2026-1 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. CAT LLC also recognized that the operating fees are generally consistent throughout the year. This process for estimating the budget for the operating fees for the CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the operating fees for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for

This calculation is ((2/3 x $7,191,853) + $7,191,853 + $7,191,853) + ((2/3 x $192,630) + $192,630 +49$192,630) = $19,691,953.

operating fees of $5,149,236 for January and February 2026, and the actual costs for operating fees for January and February 2026 were $5,127,057. Therefore, the variance between budgeted and actual operating fees for this period was small - $22,179. 50 that the process for estimating the budgeted operating fees for the CAT Fee 2026-1 Period is

CAT Fee to describe the reason for changes in the line item for operating fees from the prior

this filing describes the changes in the operating fees from the Original 2026 Budget. Specifically, the following describes the differences in the costs for operating fees included in

changes. The annual 2026 budgeted costs for operating fees included in the Original 2026 CAT Budget were $34,345,413, and the annual 2026 budgeted costs for operating fees included in the Updated 2026 CAT Budget are $29,845,524. Accordingly, budgeted annual costs for operating fees decreased by $4,499,889 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget, which is an approximate 13% reduction in operating fees for the full year of 2026. 51 The budgeted decrease in costs for operating fees reflects the proposed amendments to the Plan Processor Agreement related to the recent cost savings amendments to the CAT NMS Plan. 52

50 51 52

(iii) Technology Costs - CAIS Operating Fees (a) Description of CAIS Operating Fees

Prospective CAT Fee to provide a brief description of the CAIS operating fees set forth in the

Section 11.1(a) of the CAT NMS Plan that included $14,179,060 in technology costs for CAIS operating fees for the CAT Fee 2026-1 Period. CAIS operating fees represent the fees paid to FCAT for services provided with regard to the operation and maintenance of the Reference Database (previously referred to as CAIS), and to perform the business operations related to the

management. The CAT is required under the CAT NMS Plan to capture and store Reference Data in the Reference Database and to create a CAT-Customer-ID for each Customer. 53 During the CAT Fee 2026-1 Period, it is anticipated that FCAT will provide services related to the Reference Database. Under the Plan Processor Agreement with FCAT, CAT LLC is required to pay FCAT for services related to the Reference Database provided by FCAT on a monthly basis. CAT LLC negotiated the fees for FCAT's services related to the Reference Database on an arm's length basis with the goals of managing costs and receiving services required to comply with the CAT NMS Plan, taking into consideration a variety of factors, including the services to be provided and market rates for similar types of activity. During the CAT Fee 2026-1 Period, it is anticipated that FCAT will continue to provide services relating to the ongoing operation, maintenance and support of the Reference Database.

See Section 9 of Appendix D of the CAT NMS Plan.53

CAT LLC estimates that the budget for CAIS operating fees during the CAT Fee 2026-1 Period will be approximately $14,179,060. The budget for CAIS operating fees during the 54 CAT Fee 2026-1 Period is calculated based on the Updated 2026 CAT Budget. Specifically, this estimate was calculated by adding two-thirds of the CAIS fixed operating fees for the second quarter and the CAIS fixed operating fees for the third and fourth quarters of 2026 included in the Updated 2026 CAT Budget. 55 CAT LLC calculated the budget for FCAT's services related to the Reference Database for the CAT Fee 2026-1 Period based on the recurring monthly CAIS operating fees under the Plan Processor Agreement. This process for estimating the budget for the CAIS operating fees for the CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the CAIS operating fees for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget of $3,544,764 for CAIS operating fees for January and February of 2026. The actual costs for CAIS operating fees for January and February of 2026, which are included in the Updated 2026 CAT Budget, were $3,544,764. There was no variance between budgeted and actual CAIS operating fees for the first two months of 2026. 56 that the process for estimating the budgeted CAIS operating fees for the CAT Fee 2026-1 Period

CAT Fee to describe the reason for changes in the line item for CAIS operating fees from the

This calculation is (2/3 x $5,317,147) + $5,317,147 + $5,317,147 = $14,179,060.55

Model, this filing describes the changes in the CAIS operating fees from the Original 2026 Budget. Specifically, the following describes the differences in the costs for CAIS operating fees

CAIS operating fees are based on a recurring monthly rate payable to FCAT and are unchanged from the Original 2026 CAT Budget to the Updated 2026 CAT Budget. The annual 2026 budgeted costs for CAIS operating fees included in the Original 2026 CAT Budget were $21,268,584, and the annual 2026 budgeted costs for CAIS operating fees included in the Updated 2026 CAT Budget are $21,268,590. Accordingly, the budgeted annual costs for CAIS 57 operating fees are the same for both the Original 2026 CAT Budget and the Updated 2026 CAT Budget. (iv) Technology Costs - Change Request Fees (a) Description of Change Request Fees

Prospective CAT Fee to provide a brief description of the change request fees set forth in the

Section 11.1(a) of the CAT NMS Plan that included $0 in technology costs for change request fees for the CAT Fee 2026-1 Period. The technology costs related to change request fees include costs related to certain modifications, upgrades or other changes to the CAT. Change requests are standard practice and necessary to reflect operational changes, including changes related to new market developments, such as new market participants. In

general, if CAT LLC determines that a modification, upgrade or other changes to the functionality or service is necessary and appropriate, CAT LLC will submit a request for such a change to the Plan Processor. The Plan Processor will then respond to the request with a proposal for implementing the change, including the cost (if any) of such a change. CAT LLC then determines whether to approve the proposed change. The change request budget line is established to include expected costs to be incurred in which the nature of the costs (i.e., capitalization versus expensing) have not yet been determined. Upon the incurrence of such costs, the final determination of capitalization versus expensing is determined and then such costs are reclassified from the change request line to the appropriate technology cost line item. CAT LLC estimates that the budget for change requests during the CAT Fee 2026-1 Period will be approximately $0. The budget for change requests during the CAT Fee 2026-1 58 Period is calculated based on the Updated 2026 CAT Budget. This $0 cost number for change request fees reflects the fact that there were no change request fees set forth in the Updated 2026 CAT Budget. CAT LLC estimated the budget for the potential change requests for the CAT Fee 2026-1 Period based on, among other things, a review of past change requests and potential future change request needs, as well as discussions with FCAT. This process for estimating the budget for the change requests for the CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the change requests cost for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a change request budget of $0 for January and February of 2026. The actual costs for change requests for January and February of 2026, which are set forth in the Updated

2026 CAT Budget, were $0. There was no variance between budgeted and actual change request costs for January and February of 2026. 59 estimating the budgeted change request costs for the CAT Fee 2026-1 Period is reasonable.

CAT Fee to describe the reason for changes in the line item for change request fees from the

Model, this filing describes the changes in the change request fees from the Original 2026 Budget. Specifically, the following describes the differences (if any) in the costs for change request fees included in the Original 2026 CAT Budget versus the Updated 2026 CAT Budget, and the reasons for any changes. The annual 2026 budgeted costs for change requests included in the Original 2026 CAT Budget were $0, and the annual 2026 budgeted costs for change requests included in the Updated Accordingly, budgeted annual costs for change requests are the 60 same for both the Original 2026 CAT Budget and the Updated 2026 CAT Budget. (v) Technology Costs - Capitalized Developed Technology Costs (a) Description of Capitalized Developed

Prospective CAT Fee to provide a brief description of the capitalized developed technology costs

pursuant to Section 11.1(a) of the CAT NMS Plan that includes $3,450,000 in technology costs for capitalized developed technology costs for the CAT Fee 2026-1 Period. This category of costs includes the budget for capitalizable application development costs incurred in the development of the CAT. It is anticipated that such costs will include certain costs related to the software license fee for the Reference Database in accordance with the Plan Processor Agreement with FCAT, as well as costs related to a set of technology changes to be implemented by FCAT related to the cost savings amendments and the move to 23x5 trading. 61 CAT LLC estimates that the budget for capitalized developed technology costs during the CAT Fee 2026-1 Period will be approximately $3,450,000. The budget for capitalized 62 developed technology costs during the CAT Fee 2026-1 Period is calculated based on the Updated 2026 CAT Budget. Specifically, this estimate was calculated by adding (1) capitalized developed technology costs of $3,450,000 for May, $0 for June and $0 for the third and fourth quarters of 2026 included in the Updated 2026 CAT Budget; and (2) $0 for the Software License Fee 2026 for the second, third, and fourth quarters of 2026 included in the Updated 2026 CAT Budget. 63 CAT LLC estimated the budget for capitalized developed technology costs for the CAT Fee 2026-1 Period based on an analysis of a variety of factors, including information related to potential technology costs and related contractual and Plan requirements, and discussions with FCAT regarding such potential technology costs. This process for estimating the budget for capitalized developed technology costs for the CAT Fee 2026-1 Period is the same process by

61 62

This calculation is ($3,450,000 +$0 + $0 + $0) + ($0 + $0 + $0) = $3,450,000. Note that the $4,178,96463cost for the software license fee was not included in the CAT Fee 2026-1 Period.

which CAT LLC estimated the capitalized developed technology costs for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for capitalized developed technology costs of $671,472 for January and February 2026, and the actual costs for capitalized developed technology costs for January and February 2026 were $4,145,430. The variance of 64 $3,473,958 for January and February 2026 is the result of costs related to the software license fee for the Reference Database in accordance with the Plan Processor Agreement with FCAT. Accordingly, CAT LLC believes that the process for estimating the budgeted capitalized developed technology costs for the CAT Fee 2026-1 Period is reasonable.

CAT Fee to describe the reason for changes in the line item for capitalized developed technology

CAT Funding Model, this filing describes the changes in the capitalized developed technology

costs for capitalized developed technology costs as included in the Original 2026 CAT Budget

The annual 2026 budget for capitalized developed technology costs included in the Original 2026 CAT Budget was $8,228,827, and the annual 2026 budget for capitalized developed technology costs included in the Updated 2026 CAT Budget are $8,378,964. 65 Accordingly, the annual budget for capitalized developed technology costs increased by $150,137 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget, which is an

approximate 2% increase in the capitalized developed technology costs for the full year of 2026. This budgeted increase in the annual budget for capitalized developed technology costs was the result of costs related to the software license fee for the Reference Database in accordance with the Plan Processor Agreement with FCAT. (vi) Legal Costs (a) Description of Legal Costs Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to provide a brief description of the legal costs set forth in the budget. The

the CAT NMS Plan that includes $5,670,452 in legal costs for the CAT Fee 2026-1 Period. This category of costs represents budgeted costs for legal services for this period. CAT LLC anticipates that it will receive legal services from two law firms, Wilmer Cutler Pickering Hale and Dorr LLP ("WilmerHale") and Jenner & Block LLP ("Jenner"), during the CAT Fee 2026-1 Period. Law Firm: WilmerHale. It is anticipated that legal costs during the CAT Fee 2026-1 Period will include costs related to the legal services performed by WilmerHale. CAT LLC anticipates that it will continue to employ WilmerHale during the CAT Fee 2026-1 Period based on, among other things, their expertise, long history with the project and recognition that the hourly fee rates for this law firm are anticipated to be in line with market rates for specialized legal expertise. WilmerHale's billing rates are negotiated on an annual basis and are determined with reference to the rates charged by other leading law firms for similar work. The Participants assess WilmerHale's performance and review prospective budgets and staffing plans submitted by WilmerHale on an annual basis. The legal fees will be paid by CAT LLC to WilmerHale.

During the CAT Fee 2026-1 Period, it is anticipated that WilmerHale will provide legal services related to the following:  Assist with CAT fee filings and related funding issues;  Draft exemptive requests from CAT NMS Plan requirements and/or proposed amendments to the CAT NMS Plan;  Provide legal guidance with respect to interpretations of CAT NMS Plan requirements;  Provide legal support for the Operating Committee, Compliance Subcommittee, working groups and Leadership Team;  Draft SRO rule filings related to the CAT Compliance Rule;  Manage corporate governance matters, including supporting Operating Committee meetings and preparing resolutions and consents;  Assist with communications with the industry, including CAT Alerts and presentations;  Provide guidance regarding the confidentiality of CAT Data;  Assist with cost management analyses and proposals;  Assist with commercial contract-related matters, including change orders and amendments, Plan Processor Agreement items, and subcontract matters;  Provide support with regard to discussions with the SEC and its staff, including with respect to addressing interpretive and implementation issues;  Provide legal guidance with respect to the CAT budgets;  Provide background assistance to other counsel for CAT matters;  Assist with legal responses related to third-party data requests; and  Provide legal support regarding CAT policies and procedures.

CAT LLC estimated the budget for the legal costs for WilmerHale for the CAT Fee 2026-1 Period through an analysis of a variety of factors, including WilmerHale fee rates, historical legal

Law Firm: Jenner. It is anticipated that legal costs during the CAT Fee 2026-1 Period will include costs related to the legal services performed by Jenner. CAT LLC anticipates that it will continue to employ Jenner during the CAT Fee 2026-1 Period based on, among other things, their expertise, history with the project and recognition that their hourly fee rates are in line with market rates for specialized legal expertise. The legal fees will be paid by CAT LLC to Jenner. During the CAT Fee 2026-1 Period, it is anticipated that Jenner will continue to provide legal assistance to CAT LLC regarding certain litigation matters, including: (1) CAT LLC's defense against a lawsuit filed in the Western District of Texas against the SEC Chair, the SEC and CAT LLC challenging the validity of Rule 613 and the CAT and alleging various constitutional, statutory, and common law claims; (2) CAT LLC's intervention in a lawsuit in 66 the Eleventh Circuit filed by various parties against the SEC challenging the SEC's approval of the CAT Funding Model; and (3) a lawsuit in the Eleventh Circuit filed by Citadel Securities 67 LLC seeking review of the SEC's May 20, 2024 order granting the Participants temporary 68 conditional exemptive relief related to the reporting of bids and/or offers made in response to a request for quote or other form of solicitation response provided in standard electronic format that is not immediately actionable. Litigation involving CAT LLC is an expense of operating 69 the CAT, and, therefore, is appropriately an obligation of both Participants and Industry

Davidson et al. v. Atkins et al., Case No. 6:24-cv-197 (W.D. Tex.).66 Am. Sec. Ass'n v. SEC, Case No. 26-10936 (11th Cir.).67 Securities Exchange Act Rel. No. 100181 (May 20, 2024), 89 Fed. Reg. 45715 (May 23, 2024).68 Citadel Securities v. SEC, Case No. 24-12300 (11th Cir.).69

Members under the CAT Funding Model. Jenner also will continue to provide legal counseling to CAT LLC related to the above-listed litigation and other litigation risk. CAT LLC estimated the budget for the legal costs for Jenner for the CAT Fee 2026-1 Period through an analysis of a variety of factors, including Jenner's fee rates, historical legal

Legal Cost Estimates. CAT LLC estimates that the budget for legal services during the CAT Fee 2026-1 Period will be approximately $5,670,452. The budget for legal services 70 Specifically, this estimate was calculated by adding budgeted costs for two-thirds of the legal costs for the second quarter and the legal costs for the third and fourth quarters of 2026 included in the Updated 2026 CAT Budget. 71 CAT LLC estimated the budget for the legal services for the CAT Fee 2026-1 Period based on an analysis of a variety of factors, including law firm fee rates, historical legal fees, and information related to pending legal issues and potential future legal issues. This process for estimating the budget for the legal services for CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the legal cost for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for legal costs of $1,424,166 for January and February of 2026. The actual costs for legal services for January and February 2026, which are included in the Updated 2026 Budget, were $1,838,617. The increase of $414,451 was due to unanticipated 72 issues that required additional legal efforts on behalf of CAT LLC that developed after the

70 71 72

budget was created. Such additional costs were primarily due to additional legal work related to litigation matters as well as regulatory and corporate legal matters. Accordingly, CAT LLC believes that the process for estimating the budgeted legal costs for the CAT Fee 2026-1 Period

CAT Fee to describe the reason for changes in the line item for legal costs from the prior CAT Fee filing. As this is the first Prospective CAT Fee filing under this CAT Funding Model, this filing describes the changes in the legal costs from the Original 2026 Budget. Specifically, the following describes the differences in the legal costs included in the Original 2026 CAT Budget

The annual 2026 budgeted legal costs included in the Original 2026 CAT Budget were $8,485,000, and the annual 2026 budgeted legal costs included in the Updated 2026 CAT Budget are $8,939,184. Accordingly, the annual budget for legal costs increased by $454,184 from the 73 Original 2026 CAT Budget to the Updated 2026 CAT Budget for the full year of 2026, which is an approximate 5% increase in the legal costs for the full year of 2026. This budgeted increase in the legal costs in the Updated 2026 CAT Budget from the Original 2026 Budget was primarily due to an anticipated increase in legal costs related to litigation matters as well as regulatory and corporate legal matters.

(vii) Consulting Costs (a) Description of Consulting Costs Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to provide a brief description of the consulting costs set forth in the budget.

of the CAT NMS Plan that included $1,025,957 in consulting costs for the CAT Fee 2026-1 Period. The consulting costs represent the fees estimated to be paid to the consulting firm Deloitte & Touche LLP ("Deloitte") as project manager during the CAT Fee 2026-1 Period. The services provided by Deloitte to the CAT include advisory services related to the operation of the CAT, and meeting facilitation and communications coordination, vendor support and financial analyses. In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee. It is anticipated that the costs for CAT during the CAT Fee 2026-1 Period will include costs related to consulting services performed by Deloitte. CAT LLC anticipates that it will continue to employ Deloitte during the CAT Fee 2026-1 Period based on, among other things, their expertise, long history with the project, and the recognition that it is anticipated that the consulting fees will remain in line with market rates for this type of specialized consulting work. Deloitte's fee rates are negotiated on an annual basis. CAT LLC assesses Deloitte's performance and reviews prospective budgets and staffing plans submitted by Deloitte on an annual basis. The consulting fees will be paid by CAT LLC to Deloitte. It is anticipated that Deloitte will provide a variety of consulting services to the CAT during the CAT Fee 2026-1 Period, including the following:  Implement program operations for the CAT project;

 Provide support to the Operating Committee, the Chair of the Operating Committee and the Leadership Team, including project management support, coordination and planning for meetings and communications, and interfacing with law firms and the SEC;  Assist with cost and funding matters for the CAT, including assistance with loans and the CAT bank account for CAT funding;  Provide support for updating the SEC on the progress of the development of the CAT; and  Provide support for third party vendors for the CAT, including FCAT, Anchin and the law firms engaged by CAT LLC. In addition, the consulting costs include the compensation for the Chair of the CAT Operating Committee, which is paid by CAT LLC. CAT LLC estimates that the budget for consulting costs during the CAT Fee 2026-1 Period will be approximately $1,025,957. The budget for consulting costs during the CAT Fee 74 2026-1 Period is calculated based on the Updated 2026 CAT Budget. Specifically, this estimate was calculated by adding two-thirds of the consulting costs for the second quarter and the consulting costs for the third and fourth quarters of 2026 included in the Updated 2026 CAT Budget.75 CAT LLC estimates the budget for the consulting costs for Deloitte for the CAT Fee 2026-1 Period based on the current statement of work with Deloitte, which took into consideration past consulting costs, potential future consulting needs, the proposed rates and other contractual issues, and discussions with Deloitte, as well as the compensation arrangement

74 75

for the Chair. This process for estimating the budget for consulting costs for the CAT Fee 2026- 1 Period is the same process by which CAT LLC estimated the consulting costs for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for consulting services of $258,334 for January and February 2026, and the actual costs for consulting services for January and February 2026, which are included in the Updated 2026 CAT Budget, were $267,554. Therefore, the variance between budgeted and actual consulting costs for January 76 and February was approximately 4%. Accordingly, CAT LLC believes that the process for estimating the budgeted consulting costs for the CAT Fee 2026-1 Period is reasonable.

CAT Fee to describe the reason for changes in the line item for consulting costs from the prior

this filing describes the changes in the consulting costs from the Original 2026 Budget. Specifically, the following describes the differences (if any) in the consulting costs included in

changes. The annual 2026 budget for consulting costs included in the Original 2026 CAT Budget was $1,550,000, and the annual 2026 budget for consulting costs included in the Updated 2026 CAT Budget is $1,550,000. Accordingly, the annual budget for consulting costs has not 77 changed from the Original 2026 CAT Budget to the Updated 2026 CAT Budget for the full year of 2026.

(viii) Insurance Costs (a) Description of Insurance Costs Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to provide a brief description of the insurance costs set forth in the budget.

of the CAT NMS Plan that included $852,768 in insurance costs for the CAT Fee 2026-1 Period. The insurance costs represent the costs to be incurred for insurance for the CAT during 78 the CAT Fee 2026-1 Period. It is anticipated that the insurance costs for CAT during the CAT Fee 2026-1 Period will include costs related to cyber security liability insurance, directors' and officers' liability insurance, and errors and omissions liability insurance brokered by USI Insurance Services LLC ("USI"). Such policies are standard for corporate entities, and cyber security liability insurance is important for the CAT System. CAT LLC anticipates that it will continue to maintain this insurance during the CAT Fee 2026-1 Period, and notes that the annual premiums for these policies were competitive for the coverage provided. CAT LLC estimated the budget for the insurance costs for the CAT Fee 2026-1 Period based on the insurance estimate from USI for

1. The annual premiums would be paid by CAT LLC to USI. The budgeted insurance costs for the CAT Fee 2026-1 Period are based on an insurance cost estimate from USI for 2026. Accordingly, CAT LLC believes that the process for estimating the budgeted insurance costs for the CAT Fee 2026-1 Period is reasonable.

CAT Fee to describe the reason for changes in the line item for insurance costs from the prior

this filing describes the changes in the insurance costs from the Original 2026 Budget. Specifically, the following describes the differences in the insurance costs included in the Original 2026 CAT Budget versus the Updated 2026 CAT Budget, and the reasons for any changes. The annual 2026 budgeted insurance costs included in the Original 2026 CAT Budget were $1,505,625, and the annual 2026 budgeted insurance costs included in the Updated 2026 CAT Budget are $1,254,070. Accordingly, the annual budget for insurance costs decreased by 79 $251,555 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget for the full year of 2026, which is an approximate 16% decrease in the insurance costs for the full year of 2026. This budgeted decrease in the insurance costs in the Updated 2026 CAT Budget from the Original 2026 Budget was primarily due to an anticipated decrease in insurance premiums. (ix) Professional and Administration Costs (a) Description of Professional and Administration Costs Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to provide a brief description of the professional and administration costs

pursuant to Section 11.1(a) of the CAT NMS Plan that included $749,151 in professional and administration costs for the CAT Fee 2026-1 Period. In adopting the CAT NMS Plan, the Commission amended the Plan to add a requirement that CAT LLC's financial statements be

prepared in compliance with GAAP, audited by an independent public accounting firm, and made publicly available. The professional and administration costs would include costs related 80 to accounting and accounting advisory services to support the operating and financial functions of CAT, financial statement audit services by an independent accounting firm, preparation of tax returns, and various cash management and treasury functions. The professional and administration costs represent the fees to be paid to Anchin, Block & Anchin ("Anchin") and Grant Thornton LLP ("Grant Thornton") for financial services during the CAT Fee 2026-1 Period. Financial Advisory Firm: Anchin. It is anticipated that the professional and administration costs for the CAT Fee 2026-1 Period will include costs related to financial advisory services performed by Anchin. CAT LLC anticipates that it will continue to employ Anchin during the CAT Fee 2026-1 Period based on, among other things, the firm's relevant expertise and fees, which are anticipated to remain in line with market rates for these financial advisory services. The fees for these services will be paid by CAT LLC to Anchin. It is anticipated that Anchin will provide a variety of services to the CAT during the CAT Fee 2026-1 Period, including the following:  Update and maintain internal controls;  Provide cash management and treasury functions;  Facilitate bill payments to vendors;  Facilitate repayments of promissory notes to Participants;  Provide monthly bookkeeping;  Review vendor invoices and documentation in support of cash disbursements;

Section 9.2 of the CAT NMS Plan.80

 Review documentation to ensure that repayments of promissory notes to Participants are in accordance with established policies and procedures;  Provide accounting research and consultations on various accounting, financial reporting and tax matters;  Address not-for-profit tax and accounting considerations;  Prepare tax returns;  Address various accounting, financial reporting and operating inquiries from Participants;  Develop and maintain annual and interim operating and financial budgets, including budget to actual and budget to budget fluctuation analyses;  Support compliance with the CAT NMS Plan;  Work with and provide support to the Operating Committee, Leadership Team and various CAT working groups;  Prepare monthly, quarterly and annual financial statements;  Review and reconcile the monthly FINRA CAT reports/analyses related to billings, collections, outstanding accounts receivable and cash account;  Perform certain verification, completeness, and validation testing related to the monthly FINRA CAT reports/analyses related to billings;  Support the annual financial statement audits by an independent auditor;  Review historical costs from inception;  Provide accounting and financial information in support of SEC filings; and  Perform additional ad hoc accounting and financial advisory services, as requested by CAT LLC.

CAT LLC estimated the annual budget for the costs for Anchin based on historical costs adjusted for cost of living rate increases, and projected incremental advisory and support services. Accounting Firm: Grant Thornton. It is anticipated that the professional and administration costs for the CAT Fee 2026-1 Period will include costs related to accounting services performed by Grant Thornton. CAT LLC anticipates that it will continue to employ Grant Thornton during the CAT Fee 2026-1 Period based on, among other things, the firm's relevant expertise and fees, which are anticipated to remain in line with market rates for these financial advisory services. It is anticipated that Grant Thornton will continue to be engaged as an independent accounting firm to complete the audit of CAT LLC's financial statements, in accordance with the requirements of the CAT NMS Plan. The fees for these services will be paid by CAT LLC to Grant Thornton. CAT LLC estimated the budget for the accounting costs for Grant Thornton for the CAT Fee 2026-1 Period based on the anticipated hourly rates and the anticipated services plus an administrative fee. Professional and Administration Cost Estimates. CAT LLC estimates that the budget for professional and administration services during the CAT Fee 2026-1 Period will be approximately $749,151. The budget for professional and administration services during the 81 CAT Fee 2026-1 Period is based on the Updated 2026 CAT Budget. CAT LLC estimated the budget for the professional and administration costs for the CAT Fee 2026-1 Period based on a review of past professional and administration costs, potential future professional and administration needs, the proposed rates and other contractual issues, as well as discussions with Anchin and Grant Thornton. This process for estimating the budget for the professional and

administration costs for the CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the professional and administration costs for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for professional and administration costs of $190,916 for January and February 2026, and the actual costs for professional and administration services for January and February 2026, which are set forth in the Updated 2026 Budget, were $149,061. The decrease of $41,855 was due to a lower than expected profressional and 82 administration services costs and to the movement of bank fees from the professional and administration category to the interest income category. Accordingly, CAT LLC believes that the process for estimating the budgeted professional and administration costs for the CAT Fee 2026-1 Period is reasonable.

CAT Fee to describe the reason for changes in the line item for professional and administration

CAT Funding Model, this filing describes the changes in the professional and administration

professional and administration costs included in the Original 2026 CAT Budget versus the Updated 2026 CAT Budget, and the reasons for any changes. The annual 2026 budgeted professional and administration costs as included in the Original 2026 CAT Budget were $1,145,500, and the annual 2026 budgeted professional and administration costs included in the Updated 2026 CAT Budget are $1,085,500. Accordingly, 83

the budgeted annual costs for professional and administration services decreased by $60,000 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget for the full year of 2026. This budgeted decrease in the professional and administration costs in the Updated 2026 CAT Budget from the Original 2026 Budget was due to the movement of bank fees from the professional and administration category to the interest income category, and not a change in costs related to Anchin and Grant Thornton services.

(a) Description of Public Relations Costs Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to provide a brief description of the public relations costs set forth in the

Section 11.1(a) of the CAT NMS Plan that included $0 in public relations costs for the CAT Fee 2026-1 Period. The public relations costs would represent the fees paid to a public relations firm for professional communications services to CAT, including media relations consulting, strategy and execution. Because CAT LLC anticipates that it will not engage a public relations firm for the CAT Fee Period 2026-1, the budget for public relations costs for this period is $0. 84

CAT Fee to describe the reason for changes in the line item for public relations costs from the

Model, this filing describes the changes in the public relations costs from the Original 2026 Budget. Specifically, the following describes the differences (if any) in public relations costs

The annual budgeted public relations costs for 2026 included in the Original 2026 CAT Budget were $0, and the annual budgeted public relations costs for 2026 included in the Updated Accordingly, the annual budgeted public relations costs for 2026 are 85 the same for both the Original 2026 CAT Budget and the Updated 2026 CAT Budget.

(a) Description of Interest Income

for interest income. Specifically, the Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $1,453,382 in interest Interest income represents the interest earned on the 86 surplus reserve and other funds held by CAT LLC. Such income would be used to reduce the amount to be collected to fund the CAT. CAT LLC estimates the budget for the interest income for the CAT Fee 2026-1 Period based on the estimate of the funds held by CAT LLC and the expected interest rates on such funds. The Original 2026 CAT Budget estimated interest income of $758,343 for January and February 2026, and the actual interest income for January and February 2026, which are included in the Updated 2026 CAT Budget, were $757,527. As mentioned above, bank fees were 87

85 86 87

moved from the professional and administration category in the Original 2026 CAT Budget to the interest income category in the Updated 2026 CAT Budget. Accordingly, the interest income amount for the Updated 2026 CAT Budget was net of $10,000 in bank fees. Therefore, the variance between budgeted and actual interest income (aside from bank fees) for January and February 2026 was approximately $10,000. Accordingly, CAT LLC believes that the process for estimating the budgeted interest income for the CAT Fee 2026-1 Period is reasonable.

CAT Fee to describe the reason for changes in each line item from the prior CAT Fee filing. As this is the first Prospective CAT Fee filing under this CAT Funding Model, this filing describes the changes in interest income from the Original 2026 CAT Budget. Specifically, the following describes the differences in the interest income included in the Original 2026 CAT Budget versus the Updated 2026 CAT Budget, and the reasons for any changes. The annual 2026 budgeted interest income as included in the Original 2026 CAT Budget was $1,995,958, and the annual 2026 budgeted interest income included in the Updated 2026 CAT Budget is $2,806,325. Accordingly, the budgeted interest income (not including bank 88 fees) increased by $810,367 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget for the full year of 2026, which is an approximate 40% increase in the interest income for the full year of 2026. This budgeted increase in the interest income in the Updated 2026 CAT Budget from the Original 2026 Budget was primarily due to higher than expected cash balances being maintained after the approval of the Original 2026 Budget.

(a) Description of Reserve

CAT Fee to provide a brief description of the reserve costs set forth in the budget. The

the CAT NMS Plan that includes a reserve amount for 2026. Section 11.1(a)(i) of the CAT NMS Plan states that the budget shall include a reserve. Section 11.1(a)(ii) of the CAT NMS Plan further describes the reserve as follows: For the reserve referenced in paragraph (a)(i) of this Section, the budget will include an amount reasonably necessary to allow the Company to maintain a reserve of not more than 25% of the annual budget. To the extent collected CAT fees exceed CAT costs, including the reserve of 25% of the annual budget, such surplus shall be used to offset future fees. For the avoidance of doubt, the Company will only include an amount for the reserve in the annual budget if the Company does not have a sufficient reserve (which shall be up to but not more than 25% of the annual budget). For the avoidance of doubt, the calculation of the amount of the reserve would exclude the amount of the reserve from the budget. CAT LLC determined to maintain a reserve in the amount of 25% of the total expenses set forth in the Updated 2026 CAT Budget (which does not include the reserve amount). Accordingly, the total 25% reserve of $23,508,157 was calculated by multiplying the total expenses set forth in the Updated 2026 CAT Budget (other than the reserve) by 25%. 89

The reserve was calculated by multiplying $94,032,626 by 25%, which equals approximately $23,508,157.89

The Updated 2026 CAT Budget estimates that CAT LLC will have $102,391,135 in reserve as of the beginning of the CAT Fee Period 2026-1. Such reserve is related, in part, to (i) the collection of CAT fees in excess of the budgeted CAT costs in light of the greater actual executed equivalent share volume than the projected executed equivalent share volume for prior CAT Fees, and (ii) a reduction in anticipated budgeted costs associated with the implementation of certain cost savings measures. This reserve balance of $102,391,135 would be used to offset a portion of CAT costs for CAT Fee Period 2026-1, thereby reducing the fee rate to be paid for CAT Fee 2026-1. Specifically, the total costs (including the 25% reserve) for CAT Fee 2026-1 of $117,540,783 would be reduced by the $102,391,135 in reserve. Therefore, the Total Budgeted CAT Costs 2026-1 would be $15,149,648. Accordingly, the fee rate for CAT Fee 2026-1 is calculated based on this reduced amount of $15,149,648, resulting in a fee rate of $0.000001 per executed equivalent share. If the fee rate for CAT Fee 2026-1 were calculated solely based on the reasonably budgeted costs for CAT for May - December 2026, excluding the reduction in that amount due to the surplus reserve offset, the fee rate would be the higher rate of $0.000010. 90

CAT Fee to describe the reason for changes in the line item for a reserve from the prior CAT Fee filing. As this is the first Prospective CAT Fee filing under this CAT Funding Model, this filing describes the changes in reserve from the Original 2026 CAT Budget. Specifically, the following describes the differences in the reserve included in the Original 2026 CAT Budget

See CAT Fee Alert 2026-1 (Apr. 1, 2026).90

The accrued liquidity reserve balance at the beginning of the year included in the Original 2026 CAT Budget was $119,128,336. The Original 2026 CAT Budget contemplated using the reserve to pay CAT bills throughout the year as no CAT fee was in effect. The accrued liquidity reserve balance at the beginning of the year included in the Updated 2026 CAT Budget was $155,403,378. The increase in the accrued liquidity reserve balance at the beginning of the year from the Original 2026 CAT Budget to the Updated 2026 CAT Budget reflected the additional CAT Fees that had been received after the approval of the Original 2026 CAT Budget. In addition, the Updated 2026 CAT Budget not only reflected the use of the surplus reserve to pay CAT bills but also the accrual of additional reserve to establish a 25% reserve through CAT Fee 2026-1. Accordingly, the estimated liquidity reserve balance increased from a deficit of $37,304,661 included in the Original 2026 CAT Budget to a reserve balance of $23,508,157 included in the Updated 2026 CAT Budget for the full year of 2026. (D) Projected Total Executed Equivalent Share Volume The calculation of Fee Rate 2026-1 also requires the determination of the projected total executed equivalent share volume of transactions in Eligible Securities for the CAT Fee 2026-1 Period. Under the CAT NMS Plan, the Operating Committee is required to "reasonably determine the projected total executed equivalent share volume of all transactions in Eligible Securities for each relevant period based on the executed equivalent share volume of all transactions in Eligible Securities for the prior twelve months." The Operating Committee is 91 required to base its projection on the prior twelve months, but it may use its discretion to analyze the likely volume for the upcoming year. Such discretion would allow the Operating Committee to use its judgment when estimating projected total executed equivalent share volume if the

Section 11.3(a)(i)(D) of the CAT NMS Plan.91

volume over the prior twelve months was unusual or otherwise unfit to serve as the basis of a future volume estimate. 92 12-month period from March 2025 through February 2026 was 5,980,937,549,360.49 executed equivalent shares. The Operating Committee has determined to calculate the projected total executed equivalent share volume for the eight-month recovery period for CAT Fee 2026-1 by multiplying by 8/12ths the executed equivalent share volume for the 12-month period from March 2025 through February 2026. The Operating Committee determined that such an approach was reasonable as the CAT's annual executed equivalent share volume has increased from prior years (e.g., the executed equivalent share volume for 2024 was 4,295,884,600,069.41), and the Operating Committee believes that it is reasonable to conclude that the annual executed equivalent share volume will remain at the higher level. Accordingly, the projected total executed equivalent share volume for the eight-month period for CAT Fee 2026-1 is projected to be 3,987,291,699,573.66 executed equivalent shares. 93 The projected total executed equivalent share volume of all transactions in Eligible Securities for the eight-month recovery period for CAT Fee 2026-1 and a description of the calculation of the projection is provided in this filing in accordance with the requirement in the CAT NMS Plan to provide such information in a fee filing for a CAT Fee. 94 (E) Fee Rate 2026-1 Fee Rate 2026-1 would be calculated by dividing the Budgeted CAT Costs 2026-1 by the reasonably projected total executed equivalent share volume of all transactions in Eligible

CAT Funding Model Approval Order at 13452.92 This projection was calculated by multiplying 5,980,937,549,360.49 executed equivalent shares by 8/12ths.93

Securities for the eight-month recovery period for CAT Fee 2026-1, as described in detail above. Specifically, Fee Rate 2026-1 would be calculated by dividing $15,149,648 by 95 3,987,291,699,573.66 executed equivalent shares. As a result, Fee Rate 2026-1 would be $0.000003799483243631228 per executed equivalent share. Fee Rate 2026-1 is provided in this filing in accordance with the requirement in the CAT NMS Plan to provide the Fee Rate in a fee filing for a CAT Fee. 96 Fee Rate 2026-1 would be used to calculate the fee rate to be paid by CEBSs and CEBBs for CAT Fee 2026-1. Such fee rate is calculated by multiplying Fee Rate 2026-1 of $0.000003799483243631228 by one-third, and rounding the result to six decimal places. 97 Accordingly, the fee rate to be paid by CEBSs and CEBBs for CAT Fee 2026-1 would be (3) Monthly Fees CEBBs and CEBSs would be required to pay fees for CAT Fee 2026-1 on a monthly basis for eight months, from July 2026 until January 2027. A CEBB's or CEBS's fee for each month would be calculated based on the transactions in Eligible Securities executed by the CEBB or CEBS from the prior month. Proposed paragraph (a)(6)(A) of the fee schedule would 98 state that each CAT Executing Broker would receive its first invoice for CAT Fee 2026-1 in June 2026, and would receive an invoice for CAT Fee 2026-1 each month thereafter until January

In approving the CAT Funding Model, the Commission stated that "[t]he manner in which the Fee Rate for95 Prospective CAT Costs will be calculated (i.e., by dividing the CAT costs reasonably budgeted for the upcoming year by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the year) is appropriate." CAT Funding Model Approval Order at 13435. See Section 11.3(a)(iii)(B)(A) of the CAT NMS Plan.96

97 one-third and rounding this result (which equals $0.000001266494414543743) to 6 decimal places.

See proposed paragraph (a)(6)(B) of the fee schedule.98

1. Proposed paragraph (a)(6)(B) of the fee schedule would state that "Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2026-1 on a monthly basis." In addition, paragraph (b)(1) of the fee schedule states that each CEBB and CEBS is required to pay its CAT fees "each month." (4) Consolidated Audit Trail Funding Fees To implement CAT Fee 2026-1, the Exchange proposes to add a new paragraph to the "Consolidated Audit Trail Funding Fees" section of the Exchange's fee schedule, to include the proposed paragraphs described below. (A) Fee Schedule for CAT Fee 2026-1 Each Industry Member that is the CAT Executing Broker for the buyer in a transaction in Eligible Securities ("CAT Executing Broker for the Buyer" or "CEBB") and each Industry Member that is the CAT Executing Broker for the seller in a transaction in Eligible Securities ("CAT Executing Broker for the Seller" or "CEBS") will be required to pay a CAT Fee for each such transaction in Eligible Securities in the prior month based on CAT Data. The CEBB's CAT Fee or CEBS's CAT Fee (as applicable) for each transaction in Eligible Securities will be calculated by multiplying the number of executed equivalent shares in the transaction by one-third and by the Fee Rate reasonably determined pursuant to paragraph (a)(i) of this Section 11.3. 99

Accordingly, based on the factors discussed above, the Exchange proposes to add paragraph (a)(6) to the Consolidated Audit Trail Funding Fees section of its fee schedule. Proposed paragraph (a)(6) would state the following: (A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2026-1 in June 2026, which shall set forth the CAT Fee 2026-1 fees calculated based on transactions in May 2026, and shall receive an invoice for CAT Fee 2026- 1 for each month thereafter until January 2027. (B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2026-1 on a monthly basis. Each month, such invoices shall set forth a fee for each transaction in Eligible Securities executed by the CAT Executing Broker in its capacity as a CAT Executing Broker for the Buyer ("CEBB") and/or the CAT Executing Broker for the Seller ("CEBS") (as applicable) from the prior month as set forth in CAT Data. The fee for each such transaction will be calculated by multiplying the number of executed equivalent shares in the transaction by the fee rate of $0.000001 per executed equivalent share. (C) Notwithstanding the last invoice date of January 2027 for CAT Fee 2026-1 in paragraph 6(A), CAT Fee 2026-1 shall continue in effect after January 2027, with each CAT Executing Broker receiving an invoice for CAT Fee 2026-1 each month, until a new subsequent CAT Fee is in effect with regard to Industry Members in accordance with Section 19(b) of the Exchange Act. Consolidated Audit Trail, LLC will provide notice when CAT Fee 2026-1 will no longer be in effect.

(D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2026-1 in accordance with paragraph (b). As noted in the Plan amendment for the CAT Funding Model, "[a]s a practical matter, the fee filing would provide the exact fee per executed equivalent share to be paid for the CAT Fees, by multiplying the Fee Rate by one-third and describing the relevant number of decimal places for the fee."Accordingly, proposed paragraph (a)(6)(B) of the fee schedule would set forth a100 fee rate of $0.000001 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2026-1 of $0.000003799483243631228 by one-third, and rounding the result to six decimal places.The Operating Committee determined to use six decimal places to balance the101 accuracy of the calculation with the potential systems and other impracticalities of using additional decimal places in the calculation. The proposed language in paragraph (a)(6)(A) of the fee schedule would describe when CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2026-1. Specifically, CAT Executing Brokers would receive their first monthly invoice for CAT Fee 2026-1 in June 2026 and the fees set forth in that invoice would be calculated based on transactions executed in May 2026. The payment for the first invoice would be required within 30 days after the receipt of the first invoice (unless a longer period is indicated), as described in paragraph (b)(2) of the fee schedule. Proposed paragraph (a)(6)(A) of the fee schedule also would describe the monthly cadence of the invoices for CAT Fee 2026-1. Specifically, after the first invoices are provided to

100 101 one-third, and rounding this result (which equals $0.000001266494414543743) to 6 decimal places.

CAT Executing Brokers in June 2026, invoices will be sent to CAT Executing Brokers each

Proposed paragraph (a)(6)(B) of the fee schedule would describe the invoices for CAT Fee 2026-1. Proposed paragraph (a)(6)(B) of the fee schedule would state that "Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2026-1 on a monthly basis." Proposed paragraph (a)(6)(B) of the fee schedule also would describe the fees to be set forth in the invoices for CAT Fee 2026-1. Specifically, it would state that "[e]ach month, such invoices shall set forth a fee for each transaction in Eligible Securities executed by the CAT Executing Broker in its capacity as a CAT Executing Broker for the Buyer ('CEBB') and/or the CAT Executing Broker for the Seller ('CEBS') (as applicable) from the prior month as set forth in CAT Data. The fee for each such transaction will be calculated by multiplying the number of executed equivalent shares in the transaction by the fee rate of $0.000001 per executed equivalent share." Since CAT Fee 2026-1 is a monthly fee based on actual transaction volume from the prior month, CAT Fee 2026-1 may collect more or less than two-thirds of the Budgeted CAT Costs 2026-1. To the extent that CAT Fee 2026-1 collects more than two-thirds of the Budgeted CAT Costs 2026-1, any excess money collected will be used to offset future fees and/or to fund the reserve for the CAT. To the extent that CAT Fee 2026-1 collects less than two-thirds of the Budgeted CAT Costs 2026-1, the budget for the CAT in the ensuing months will reflect such shortfall. Furthermore, proposed paragraph (a)(6)(C) of the fee schedule would describe how long CAT Fee 2026-1 would remain in effect. It would state that "[n]otwithstanding the last invoice date of January 2027 for CAT Fee 2026-1 in paragraph 6(A), CAT Fee 2026-1 shall continue in

effect after January 2027, with each CAT Executing Broker receiving an invoice for CAT Fee 2026-1 each month, until a new subsequent CAT Fee is in effect with regard to Industry Members in accordance with Section 19(b) of the Exchange Act. Consolidated Audit Trail, LLC will provide notice when CAT Fee 2026-1 will no longer be in effect."

Finally, proposed paragraph (a)(6)(D) of the fee schedule would set forth the requirement for the CAT Executing Brokers to pay the invoices for CAT Fee 2026-1. It would state that "[e]ach CAT Executing Broker shall be required to pay each invoice for CAT Fee 2026-1 in accordance with paragraph (b)." (B) Manner of Payment Paragraph (b)(1) of the "Consolidated Audit Trail Funding Fees" section of the fee schedule describes the manner of payment of Industry Member CAT fees. It states that "[e]ach CAT Executing Broker shall pay its CAT fees as required pursuant to paragraph (a) each month to the Consolidated Audit Trail, LLC in the manner prescribed by the Consolidated Audit Trail, LLC." The CAT NMS Plan requires the Operating Committee to establish a system for the collection of CAT fees. The Plan Processor has established a billing system for CAT fees. 102 103 Accordingly, CAT Executing Brokers would be required to pay CAT Fee 2026-1 in accordance with such system. (C) Failure to Pay CAT Fees The CAT NMS Plan further states that:

The billing process and system are described in CAT Alert 2023-02 as well as in the CAT FAQs related to103the billing of CAT fees, the Industry Member CAT Reporter Portal User Guide, the FCAT Industry Member Onboarding Guide, the FCAT Connectivity Supplement for Industry Members and the CAT Billing Webinars (dated Sept. 28, 2023 and Nov. 7, 2023), each available on the CAT website.

Participants shall require each Industry Member to pay all applicable fees authorized under this Article XI within thirty (30) days after receipt of an invoice or other notice indicating payment is due (unless a longer payment period is otherwise indicated). If an Industry Member fails to pay any such fee when due (as determined in accordance with the preceding sentence), such Industry Member shall pay interest on the outstanding balance from such due date until such fee is paid at a per annum rate equal to the lesser of: (a) the Prime Rate plus 300 basis points; or (b) the maximum rate permitted by applicable law. 104 Paragraph (b)(2) of the fee schedule states that: Each CAT Executing Broker shall pay the CAT fees required pursuant to paragraph (a) within thirty days after receipt of an invoice or other notice indicating payment is due (unless a longer payment period is otherwise indicated). If a CAT Executing Broker fails to pay any such CAT fee when due, such CAT Executing Broker shall pay interest on the outstanding balance from such due date until such fee is paid at a per annum rate equal to the lesser of (i) the Prime Rate plus 300 basis points, or (ii) the maximum rate permitted by applicable law. The requirements of paragraph (b)(2) would apply to CAT Fee 2026-1. (5) CAT Fee Details

Details regarding the calculation of a Participant or CAT Executing Broker's CAT Fees will be provided upon request to such Participant or CAT Executing Broker. At a minimum, such details would include each Participant or CAT Executing

Broker's executed equivalent share volume and corresponding fee by (1) Listed Options, NMS Stocks and OTC Equity Securities, (2) by transactions executed on each exchange and transactions executed otherwise than on an exchange, and (3) by buy-side transactions and sell-side transactions. 105 Such information would provide CEBBs and CEBSs with the ability to understand the details regarding the calculation of their CAT Fee. CAT LLC will provide CAT Executing 106 Brokers with these details regarding the calculation of their CAT Fees on their monthly invoice for the CAT Fees. In addition, CAT LLC will make certain aggregate statistics regarding CAT Fees publicly available. Specifically, the CAT NMS Plan states that, "[f]or each CAT Fee, at a minimum, CAT LLC will make publicly available the aggregate executed equivalent share volume and corresponding aggregate fee by (1) Listed Options, NMS Stocks and OTC Equity Securities, (2) by transactions executed on each exchange and transactions executed otherwise than on an exchange, and (3) by buy-side transactions and sell-side transactions." Such aggregate 107 statistics will be available on the CAT website. Furthermore, CAT LLC will make publicly available on the CAT website the total amount invoiced each month that CAT Fee 2026-1 is in effect as well as the total amount invoiced for CAT Fee 2026-1 for all months since its commencement. CAT LLC also will make

Section 11.3(a)(iv)(A) of the CAT NMS Plan.105 In approving the CAT Funding Model, the Commission stated that, "[i]n the Commission's view, providing106CAT Execut[ing] Brokers information regarding the calculation of their CAT Fees will aid in transparency and permit CAT Execut[ing] Brokers to confirm the accuracy of their invoices for CAT Fees." CAT Funding Model Approval Order at 13454. Section 11.3(a)(iv)(B) of the CAT NMS Plan. In approving the CAT Funding Model, the Commission107stated that "[t]he publication of the aggregate executed equivalent share volume and aggregate fee is appropriate because it would allow Participants and CAT Executing Brokers a high-level validation of executed volume and fees." CAT Funding Model Approval Order at 13454.

publicly available on the CAT website the total costs to be collected from Industry Members for CAT Fee 2026-1. (6) Financial Accountability Milestones The CAT NMS Plan states that "[n]o Participant will make a filing with the SEC pursuant to Section 19(b) of the Exchange Act regarding any CAT Fee related to Prospective CAT Costs until the Financial Accountability Milestone related to Period 4 described in Section 11.6 has been satisfied." Under Section 1.1 of the CAT NMS Plan, a Financial Accountability 108 Milestone is considered complete as of the date identified in the Participants' Quarterly Progress Reports. As indicated by the Participants' Quarterly Progress Report for the second and third quarter of 2024, the Financial Accountability Milestone related to Period 4 was satisfied on 109 July 15, 2024. In addition, the satisfaction of the Financial Accountability Milestone related to Period 4 was described in detail in the fee filing for the first Prospective CAT Fee, CAT Fee 2024-1. 110 (7) Participant Invoices While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act, CAT fees charged to Participants are 111 implemented via an approval of the CAT fees by the Operating Committee in accordance with the requirements of the CAT NMS Plan. On March 31, 2026, the Operating Committee 112 approved the Participant fee related to CAT Fee 2026-1. Specifically, pursuant to the

Section 11.3(a)(iii)(C) of the CAT NMS Plan.108 Q2 & Q3 2024 Quarterly Progress Report (July 29, 2024).109 See Securities Exchange Act Rel. No. 100849 (August 24, 2024), 89 FR 72102 (SR-NYSEARCA-2024-11069).

111 112

requirements of CAT NMS Plan, each Participant would be required to pay a CAT fee calculated using the fee rate of $0.000001 per executed equivalent share, which is the same fee rate that applies to CEBBs and CEBSs. Like CEBBs and CEBSs, each Participant would be invoiced such CAT fees on a monthly basis for eight months, from June 2026 until January 2027, and each Participant's fee for each month would be calculated based on the transactions in Eligible Securities executed on the applicable exchange (for the Participant exchanges) or otherwise than on an exchange (for FINRA) in the prior month. Accordingly, each Participant will receive its first invoice in June 2026, and would receive an invoice each month thereafter until January 2027. Like with the CAT Fee 2026-1 applicable to CEBBs and CEBSs as described in proposed paragraph (a)(6)(C) of the fee schedule, notwithstanding the last invoice date of January 2027, Participants will continue to receive invoices for this fee each month until a new subsequent CAT Fee is in effect with regard to Industry Members. Furthermore, Section 11.4 of the CAT NMS Plan states that each Participant is required to pay such invoices as required by Section 3.7(b) of the CAT NMS Plan. Section 3.7(b) states, in part, that [e]ach Participant shall pay all fees or other amounts required to be paid under this Agreement within thirty (30) days after receipt of an invoice or other notice indicating payment is due (unless a longer payment period is otherwise indicated) (the "Payment Date"). The Participant shall pay interest on the outstanding balance from the Payment Date until such fee or amount is paid at a per annum rate equal to the lesser of: (i) Prime Rate plus 300 basis points; or (ii) the maximum rate permitted by applicable law.

1. Statutory Basis The Exchange believes the proposed rule change is consistent with the requirements of the Exchange Act. The Exchange believes that the proposed rule change is consistent with Section 6(b)(5) of the Act, which requires, among other things, that the Exchange's rules must 114 be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest, and not designed to permit unfair discrimination between customers, issuers, brokers and dealers. The Exchange also believes that the proposed rule change is consistent with the provisions of Section 6(b)(4) of the Act, because it provides for the equitable allocation of reasonable dues, fees and 115 other charges among members and issuers and other persons using its facilities and does not unfairly discriminate between customers, issuers, brokers or dealers. The Exchange further believes that the proposed rule change is consistent with Section 6(b)(8) of the Act, which 116 requires that the Exchange's rules not impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Exchange Act. These provisions also require that the Exchange be "so organized and [have] the capacity to be able to carry out the purposes" of the Act and "to comply, and . . . to enforce compliance by its members and persons associated with its members," with the provisions of the Exchange Act. Accordingly, a reasonable 117 reading of the Act indicates that it intended that regulatory funding be sufficient to permit an exchange to fulfill its statutory responsibility under the Act, and contemplated that such funding would be achieved through equitable assessments on the members, issuers, and other users of an exchange's facilities.

15 U.S.C. 78f(b)(6).114 15 U.S.C. 78f(b)(4).115

See 15 U.S.C. 78f(b)(1).117

The Exchange believes that this proposal is consistent with the Act because it implements provisions of the Plan and is designed to assist the Exchange in meeting regulatory obligations pursuant to the Plan. In approving the Plan, the SEC noted that the Plan "is necessary and appropriate in the public interest, for the protection of investors and the maintenance of fair and orderly markets, to remove impediments to, and perfect the mechanism of a national market system, or is otherwise in furtherance of the purposes of the Act." To the extent that this 118 proposal implements the Plan and applies specific requirements to Industry Members, the Exchange believes that this proposal furthers the objectives of the Plan, as identified by the SEC, and is therefore consistent with the Act. The Exchange believes that the proposed fees to be paid by the CEBBs and CEBSs are reasonable, equitably allocated and not unfairly discriminatory. First, the CAT Fee 2026-1 fees to be collected are directly associated with the budgeted costs of establishing and maintaining the CAT, where such costs include Plan Processor costs and costs related to technology, legal, consulting, insurance, and professional and administration costs. The proposed CAT Fee 2026-1 fees would be charged to Industry Members in support of the maintenance of a consolidated audit trail for regulatory purposes. The proposed fees, therefore, are consistent with the Commission's view that regulatory fees be used for regulatory purposes and not to support the Exchange's business operations. The proposed fees would not cover Exchange services unrelated to the CAT. In addition, any surplus would be used as a reserve to offset future fees. Given the direct relationship between CAT fees and CAT costs, the Exchange believes that the proposed fees are reasonable, equitable and not unfairly discriminatory.

CAT NMS Plan Approval Order at 84697.118

As further discussed below, the SEC approved the CAT Funding Model, finding it was reasonable and that it equitably allocates fees among Participants and Industry Members. The Exchange believes that the proposed fees adopted pursuant to the CAT Funding Model approved by the SEC are reasonable, equitably allocated and not unfairly discriminatory. (1) Implementation of CAT Funding Model in CAT NMS Plan Section 11.1(b) of the CAT NMS Plan states that "[t]he Participants shall file with the SEC under Section 19(b) of the Exchange Act any such fees on Industry Members that the Operating Committee approves." Per Section 11.1(b) of the CAT NMS Plan, the Exchange has filed this fee filing to implement the Industry Member CAT fees included in the CAT Funding Model. The Exchange believes that this proposal is consistent with the Exchange Act because it is consistent with, and implements, the CAT Funding Model in the CAT NMS Plan, and is designed to assist the Exchange and its Industry Members in meeting regulatory obligations pursuant to the CAT NMS Plan. In approving the CAT NMS Plan, the SEC noted that the Plan "is necessary and appropriate in the public interest, for the protection of investors and the maintenance of fair and orderly markets, to remove impediments to, and perfect the mechanism of a national market system, or is otherwise in furtherance of the purposes of the Act." 119 Similarly, in approving the CAT Funding Model, the SEC concluded that the CAT Funding Model met this standard. As this proposal implements the Plan and the CAT Funding Model 120 described therein, and applies specific requirements to Industry Members in compliance with the Plan, the Exchange believes that this proposal furthers the objectives of the Plan, as identified by the SEC, and is therefore consistent with the Exchange Act. (2) Calculation of Fee Rate for CAT Fee 2026-1 is Reasonable

Id.119 CAT Funding Model Approval Order at 13481.120

The SEC has determined that the CAT Funding Model satisfies the requirements of the Exchange Act. Specifically, the SEC has concluded that the method for determining CAT Fees as set forth in Section 11.3 of the CAT NMS Plan, including the formula for calculating the Fee Rate, the identification of the parties responsible for payment and the transactions subject to the fee rate for CAT Fees, satisfies the Exchange Act. In each respect, as discussed above, CAT 121 Fee 2026-1 is calculated, and would be applied, in accordance with the requirements applicable to CAT Fees as set forth in the CAT NMS Plan. Furthermore, as discussed below, the Exchange believes that each of the figures for the variables in the SEC-approved formula for calculating the fee rate for CAT Fee 2026-1 is reasonable and consistent with the Exchange Act. The calculation of Fee Rate 2026-1 for CAT Fee 2026-1 requires the figures for Budgeted CAT Costs 2026-1, the executed equivalent share volume for the prior twelve months, the determination of the CAT Fee 2026-1 Period, and the projection of the executed equivalent share volume for the CAT Fee 2026-1 Period. Each of these variables is reasonable and satisfies the Exchange Act, as discussed throughout this filing. (A) Budgeted CAT Costs 2026-1 The formula for calculating a Fee Rate requires the amount of Budgeted CAT Costs to be recovered. Specifically, Section 11.3(a)(iii)(B) of the CAT NMS Plan requires a fee filing to provide:

including a brief description of each line item in the budget, including (1) the

Id.121

fees, change request fees, and capitalized developed technology costs, (2) legal, (3)

In accordance with this requirement, the Exchange has set forth the amount and type of Budgeted CAT Costs 2026-1 for each of these categories above. Section 11.3(a)(iii)(B) of the CAT NMS Plan also requires that the fee filing provide "sufficient detail to demonstrate that the budget for the upcoming year, or part of year, as applicable, is reasonable and appropriate." As discussed below, the Exchange believes that the budget for the CAT Fee 2026-1 Period is "reasonable and appropriate." Each of the costs included in CAT Fee 2026-1 is reasonable and appropriate because the costs are consistent with standard industry practice, based on the need to comply with the requirements of the CAT NMS Plan, incurred subject to negotiations performed on an arm's length basis, and/or is consistent with the needs of any legal entity, particularly one with no employees. (i) Technology: Cloud Hosting Services In approving the CAT Funding Model, the Commission recognized that it is appropriate to recover budgeted costs related to cloud hosting services as a part of CAT Fees. CAT LLC 122 determined that the budgeted costs related to cloud hosting services described in this filing are reasonable and should be included as a part of Budgeted CAT Costs 2026-1. As described above, the cloud hosting services costs reflect, among other things, the breadth of the CAT cloud activities, data volumes far in excess of the original volume estimates, the need for specialized

cloud services given the volume and unique nature of the CAT, the processing time requirements of the Plan, and regular efforts to seek to minimize costs where permissible under the Plan. CAT LLC determined that use of cloud hosting services is necessary for implementation of the CAT, particularly given the substantial data volumes associated with the CAT, and that the fees for cloud hosting services negotiated by FCAT were reasonable, taking into consideration a variety of factors, including the expected volume of data and the breadth of services provided and market rates for similar services. Indeed, the actual costs of the CAT are far in excess of the 123 original estimated costs of the CAT due to various factors, including the higher volumes and greater complexity of the CAT than anticipated when Rule 613 was originally adopted. To comply with the requirements of the Plan, the breadth of the cloud activities related to the CAT is substantial. The cloud services not only include the production environment for the CAT, but they also include two industry testing environments, support environments for quality assurance and stress testing and disaster recovery capabilities. Moreover, the cloud storage costs are driven by the requirements of the Plan, which requires the storage of multiple versions of the data, from the original submitted version of the data through various processing steps, to the final version of the data. Data volume is a significant driver of costs for cloud hosting services. When the Commission adopted the CAT NMS Plan in 2016, it estimated that the CAT would need to receive 58 billion records per day and that annual operating costs for the CAT would range 124 from $36.5 million to $55 million. In contrast to the 2016 projections, the actual daily Q3 125 2025 data volumes averaged 792 billion events per day.

For a discussion of the amount and type of cloud hosting services fees, see Section 3(a)(2)(C)(i) above.123 Section 1.3 of Appendix D of the CAT NMS Plan at n.262.124 CAT NMS Plan Approval Order at 84801.125

In addition to the effect of the data volume on the cloud hosting costs, the processing timelines set forth in the Plan contribute to the cloud hosting costs. Although CAT LLC has proactively sought to manage cloud hosting costs while complying with the Plan, including through requests to the Commission for exemptive relief and amendments to the CAT NMS Plan to reduce costs, stringent CAT NMS Plan requirements do not allow for any material flexibility in cloud architecture design choices, processing timelines (e.g., the use of non-peak processing windows), or lower-cost storage tiers. As a result, the required CAT processing timelines contribute to the cloud hosting costs of the CAT. The costs for cloud hosting services also reflect the need for specialized cloud hosting services given the data volume and unique processing needs of the CAT. The data volume as well as the data processing needs of the CAT necessitate the use of cloud hosting services. The equipment, power and services required for an on-premises data model, the alternative to cloud hosting services, would be cost prohibitive. Moreover, as CAT was being developed, there were limited cloud hosting providers that could satisfy all the necessary CAT requirements, including the operational and security criteria. Over time, more providers offering cloud hosting services that would satisfy these criteria have entered the market. CAT LLC will continue to evaluate alternative cloud hosting services, recognizing that the time and cost to move to an alternative cloud provider would be substantial. The reasonableness of the cloud hosting services costs is further supported by key cost discipline mechanisms for the CAT--a cost-based funding structure, cost transparency, cost management efforts (including regular efforts to lower compute and storage costs where

permitted by the Plan) and oversight. Together, these mechanisms help ensure the ongoing reasonableness of the CAT's costs and the level of fees assessed to support those costs. 126 (ii) Technology: Operating Fees

recover budgeted costs related to operating fees as a part of CAT Fees. CAT LLC determined 127 that the budgeted costs related to operating fees described in this filing are reasonable and should be included as a part of Budgeted CAT Costs 2026-1. The operating fees would include the negotiated fees paid by CAT LLC to the Plan Processor to operate and maintain the system for order-related information and to perform business operations related to the system, including compliance, security, testing, training, communications with the industry (e.g., management of the FINRA CAT Helpdesk, FAQs, website and webinars) and program management. CAT LLC determined that the selection of FCAT as the Plan Processor was reasonable and appropriate given its expertise with securities regulatory reporting, after a process of considering other potential candidates. CAT LLC also 128 determined that the fixed price contract, negotiated on an arm's length basis with the goals of managing costs and receiving services required to comply with the CAT NMS Plan and Rule 613, was reasonable and appropriate, taking into consideration a variety of factors, including the breadth of services provided and market rates for similar types of activity. The services to be 129

See Securities Exchange Act Rel. No. 97151 (Mar. 15, 2023), 88 Fed. Reg. 17086, 17117 (Mar. 21, 2023)126(describing key cost discipline mechanisms for the CAT).

See Section 3(a)(2)(C)(ii) above.128 Id.129

performed by FCAT for CAT Fee 2026-1 Period and the budgeted costs related to such services are described above. 130 The operating costs also include costs related to the receipt of market data. CAT LLC anticipates receiving certain market data from Algoseek during the CAT Fee 2026-1 Period. CAT LLC anticipates that Algoseek will provide data as set forth in the SIP Data requirements of the CAT NMS Plan and that the fees are reasonable and in line with market rates for market data received. 131 (iii) Technology: CAIS Operating Fees

recover budgeted costs related to CAIS operating fees as a part of CAT Fees. CAT LLC 132 determined that the budgeted costs related to CAIS operating fees described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2026-1. The CAIS operating fees would include the fees paid to the Plan Processor to operate and maintain the Reference Database and to perform the business operations related to the system, including compliance, security, testing, training, communications with the industry (e.g., management of the FINRA CAT Helpdesk, FAQs, website and webinars) and program management. CAT LLC determined that the fees for FCAT's services related to the Reference Database, negotiated on an

with the CAT NMS Plan, taking into consideration a variety of factors, including the services to be provided and market rates for similar types of activity, are reasonable and appropriate. The 133

Id.130 Id.131

See Section 3(a)(2)(C)(iii) above.133

services to be performed by FCAT for the CAT Fee 2026-1 Period and the budgeted costs for

(iv) Technology: Change Request Fees

recover budgeted costs related to change request fees as a part of CAT Fees. CAT LLC 135 determined that the budgeted costs related to change request fees described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2026-1. It is common practice to utilize a change request process to address evolving needs in technology projects. This is particularly true for a project like CAT that is the first of its kind, both in substance and in scale. The substance and costs of each of the change requests are evaluated by the Operating Committee and approved in accordance with the requirements for Operating Committee meetings. In each case, CAT LLC forecasts that the change requests will be necessary to implement the CAT. As described above, CAT LLC determined that it was reasonable not to 136 include any change request fees in the Budgeted CAT Costs 2026-1. (v) Capitalized Developed Technology Costs

recover budgeted costs related to capitalized developed technology costs as a part of CAT Fees. In general, capitalized developed technology costs would include costs related to, for137 example, certain development costs, costs related to certain modifications, upgrades and other changes to the CAT and license fees. The amount and type of budgeted capitalized developed

Id.134

See Section 3(a)(2)(C)(iv) above.136

technology costs for the CAT Fee 2026-1 Period, which relate to the software license fee and technology changes to be implemented by FCAT, are described in more detail above. 138 (vi) Legal

recover budgeted costs related to legal fees as a part of CAT Fees. CAT LLC determined that 139 the budgeted legal costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2026-1. Given the unique nature of the CAT, the number of parties involved with the CAT (including, for example, the SEC, Participants, Industry Members, and vendors) and the many regulatory, contractual and other issues associated with the CAT, the scope of the necessary legal services is substantial. CAT LLC determined that the scope of the proposed legal services is necessary to implement and maintain the CAT and that the legal rates reflect the specialized services necessary for such a project. CAT LLC determined to hire and continue to use each law firm based on a variety of factors, including their relevant expertise and fees. In each case, CAT LLC determined that the fee rates were in line with market rates for specialized legal expertise. In addition, CAT LLC determined that the budgeted costs for the legal projects were appropriate given the breadth of the services provided. The services to be performed by each law firm for the CAT Fee 2026-1 Period and the budgeted costs related to

(vii) Consulting

See Section 3(a)(2)(C)(v) above.138 Section 11.3(a)(iii)(B)(B)(2) of the CAT NMS Plan.139 See Section 3(a)(2)(C)(vi) above.140

recover budgeted consulting costs as a part of CAT Fees. 141 budgeted consulting costs described in this filing are reasonable and should be included as a part of Budgeted CAT Costs 2026-1. Because there are no CAT employees and because of the 142 significant number of issues associated with the CAT, the consultants are budgeted to provide assistance in the management of various CAT matters and the processes related to such matters. CAT LLC determined the budgeted consulting costs were appropriate, as the 143 consulting services were to be provided at reasonable market rates that were comparable to the rates charged by other consulting firms for similar work. Moreover, the total budgeted costs for such consulting services were appropriate in light of the breadth of services provided by Deloitte. The services budgeted to be performed by Deloitte and the budgeted costs related to such services are described above. 144 (viii) Insurance

recover budgeted insurance costs as a part of CAT Fees. 145 budgeted insurance costs described in this filing are reasonable and should be included as a part of the Budgeted CAT Costs 2026-1. CAT LLC determined that it is common practice to have directors' and officers' liability insurance, and errors and omissions liability insurance. CAT

Section 11.3(a)(iii)(B)(B)(3) of the CAT NMS Plan.141 As stated in the filing of the proposed CAT NMS Plan, "[i]t is the intent of the Participants that the142Company have no employees." Securities Exchange Act Rel. No. 77724 (Apr. 27, 2016), 81 Fed. Reg. 30614, 30621 (May 17, 2016). CAT LLC uses certain third parties to perform tasks that may be performed by administrators for other143NMS Plans. See, e.g., CTA Plan and CQ Plan. Section 3(a)(2)(C)(vii) above.144 Section 11.3(a)(iii)(B)(B)(4) of the CAT NMS Plan.145

LLC further determined that it was important to have cyber security insurance given the nature of the CAT, and such a decision is consistent with the CAT NMS Plan, which states that the cyber incident response plan may include "[i]nsurance against security breaches." As 146 discussed above, CAT LLC determined that the budgeted insurance costs were appropriate 147 given its prior experience with this market and an analysis of the alternative insurance offerings. Based on this analysis, CAT LLC determined that the selected insurance policies provided appropriate coverage at reasonable market rates. 148 (ix) Professional and Administration

recover budgeted professional and administration costs as a part of CAT Fees. CAT LLC 149 determined that the budgeted professional and administration costs described in this filing are reasonable and should be included as a part of Budgeted CAT Costs 2026-1. Because there are no CAT employees, all required accounting, financial, tax, cash management and treasury functions for CAT LLC have been outsourced at market rates. In addition, the required annual financial statement audit of CAT LLC is included in professional and administration costs, which costs are also at market rates. The services performed by Anchin and Grant Thornton and the costs related to such services are described above. 150 CAT LLC anticipates continuing to make use of Anchin, a financial advisory firm, to assist with financial matters for the CAT. CAT LLC determined that the budgeted costs for

Section 4.1.5 of Appendix D of the CAT NMS Plan.146 See Section 3(a)(2)(C)(viii) above.147 Id.148 Section 11.3(a)(iii)(B)(B)(5) of the CAT NMS Plan.149 See Section 3(a)(2)(C)(ix) above.150

Anchin were appropriate, as the financial advisory services were to be provided at reasonable market rates that were comparable to the rates charged by other such firms for similar work. Moreover, the total budgeted costs for such financial advisory services were appropriate in light of the breadth of services provided by Anchin. The services budgeted to be performed by Anchin and the budgeted costs related to such services are described above. 151 CAT LLC anticipates continuing to make use of Grant Thornton, an independent accounting firm, to complete the audit of CAT LLC's financial statements, in accordance with the requirements of the CAT NMS Plan. CAT LLC determined that the budgeted costs for Grant Thornton were appropriate, as the accounting services were to be provided at reasonable market rates that were comparable to the rates charged by other such firms for similar work. Moreover, the total budgeted costs for such accounting services were appropriate in light of the breadth of services provided by Grant Thornton. The services budgeted to be performed by Grant Thornton and the budgeted costs related to such services are described above. 152

recover budgeted public relations costs as a part of CAT Fees. However, as described 153 above, CAT LLC determined not to include any public relations costs in Budgeted CAT Costs 154 2026-1. CAT LLC determined that it was reasonable not to include any public relations costs in

Id.151 Id.152 Section 11.3(a)(iii)(B)(B)(6) of the CAT NMS Plan.153 See Section 3(a)(2)(C)(x) above.154

for interest income. Specifically, the Updated 2026 CAT Budget includes $1,453,382 in interest CAT LLC determined that using interest income to 155 reduce the amount to be collected via CAT Fees is reasonable and should be included as a part of

recover budgeted reserve costs as a part of CAT Fees. CAT LLC determined that the reserve 156 in the amount of 25% of the Updated 2026 CAT Budget (other than the reserve) complies with the requirements of the CAT NMS Plan related to a reserve, is a reasonable amount, and, therefore, should be included as a part of the Updated 2026 CAT Budget. In its approval order for the CAT Funding Model, the Commission stated that it would be appropriate for the annual operating budget for the CAT to "include a reserve of not more than 25% of the annual budget." In making this statement, the Commission noted the following: 157 Because the CAT is a critical regulatory tool/system, the CAT needs to have a stable funding source to build financial stability to support the Company as a going concern. Funding for the CAT, as noted in Section 11.1(b), is the responsibility of the Participants and the industry. Because CAT fees are charged based on the budget, which is based on anticipated volume, it is appropriate to have a reserve on hand to prevent a shortfall in the event there is an unexpectedly high volume in a

Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan.156 CAT Funding Model Approval Order at 13444.157

given year. A reserve would help to assure that the CAT has sufficient resources to cover costs should there be unanticipated costs or costs that are higher than expected. 158 The SEC also recognized that a reserve would help address the difficulty in predicting certain variable CAT costs, like trading volume. The SEC also recognized that CAT fees will be 159 collected approximately three months after trading activity on which a CAT fee is based, or 25% of the year, and that the reserve would be available to address funding needs related to this three- month delay. The inclusion of the proposed reserve in the Updated 2026 CAT Budget would160 provide each of these benefits to the CAT. The reserve is discussed further above. 161 As discussed further below, however, a surplus reserve balance in excess of the 162 budgeted 25% reserve has been collected as of the beginning of the year of 2026. Accordingly, the Updated 2026 CAT Budget indicates that this surplus would be used to offset a portion of CAT costs for the CAT Fee 2026-1 Period, thereby reducing the fee rate for CAT Fee 2026-1 ($0.000001 per executed equivalent share). If the fee rate for CAT Fee 2026-1 were calculated solely based on the reasonably budgeted costs for CAT for May - December 2026, excluding the reduction in that amount due to the surplus reserve offset, the fee rate would be $0.000010 per executed equivalent share. (B) Reconciliation of Budget to the Collected Fees

Id.158 Id.159 Id.160

See Section 3(b)(2)(B) below.162

The CAT NMS Plan also requires fee filings for Prospective CAT Fees to include "a discussion of how the budget is reconciled to the collected fees." As discussed above, this 163 164 reserve balance of $102,391,135 collected via prior CAT Fees would be used to offset a portion of CAT costs for CAT Fee Period 2026-1, thereby reducing the fee rate to be paid for CAT Fee 2026-1. Specifically, the total costs (including the 25% reserve) for CAT Fee 2026-1 of $117,540,783 would be reduced by the $102,391,135 in reserve. Therefore, the Total Budgeted CAT Costs 2026-1 would be $15,149,648. Such surplus reserve balance would be used to reduce the fee rate for CAT Fee 2026-1 ($0.000001 per executed equivalent share). (C) Total Executed Equivalent Share Volume for the Prior 12 Months

period from March 2025 through February 2026 was 5,980,937,549,360.49 executed equivalent shares. CAT LLC determined the total executed equivalent share volume for the prior twelve months by counting executed equivalent shares in the same manner as it counts executed equivalent shares for CAT billing purposes. 165 (D) Projected Executed Equivalent Share Volume for the CAT Fee 2026-1 Period CAT LLC has determined that the projected total executed equivalent share volume for the eight months of the CAT Fee 2026-1 Period by multiplying by 8/12ths the executed equivalent share volume for the prior twelve months: 8/12 times 5,980,937,549,360.49 executed equivalent shares. The Operating Committee determined that such an approach was 166

Section 11.3(a)(iii)(B)(C) of the CAT NMS Plan.163

See Section 3(a)(2)(D) above.165 Id.166

reasonable as the CAT's annual executed equivalent share volume has increased from prior years (e.g., the executed equivalent share volume for 2024 was 4,295,884,600,069.41), and the Operating Committee believes that it is reasonable to conclude that the annual executed equivalent share volume will remain at the higher level. (E) Actual Fee Rate for CAT Fee 2026-1 (i) Decimal Places As noted in the approval order for the CAT Funding Model, as a practical matter, the fee filing for a CAT Fee would provide the exact fee per executed equivalent share to be paid for each CAT Fee, by multiplying the Fee Rate by one-third and describing the relevant number of decimal places for the fee rate. Accordingly, proposed paragraph (a)(6)(B) of the fee schedule 167 would set forth a fee rate of $0.000001 per executed equivalent share. This fee rate is calculated by multiplying Fee Rate 2026-1 by one-third and rounding the result to six decimal places. CAT LLC determined that the use of six decimal places is reasonable as it balances the accuracy of the calculation with the potential systems and other impracticalities of using additional decimal places in the calculation. 168 (ii) Reasonable Fee Level The Exchange believes that charging CAT Fee 2026-1 with a fee rate of $0.000001 per executed equivalent share is reasonable because it provides for a revenue stream for the Company that is aligned with the Budgeted CAT Costs 2026-1. Moreover, the Exchange believes that the level of the fee rate is reasonable, as it is less than CAT Fee 2025-2 and is comparable to other transaction-based fees, including fees assessed pursuant to Section 31. As 169

See Section 3(a)(5)(A) above.168 For example, as the SEC noted in the CAT Funding Model Approval Order, recent Section 31 fees ranged169

a result, the magnitude of CAT Fee 2026-1 is small, and therefore will mitigate any potential adverse economic effects or inefficiencies. 170 (3) CAT Fee 2026-1 Provides for an Equitable Allocation of Fees CAT Fee 2026-1 provides for an equitable allocation of fees, as it equitably allocates CAT costs between and among the Participants and Industry Members. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfied the requirements of the Exchange Act, including the formula for calculating CAT Fees as well as the Industry Members to be charged the CAT Fees. In approving the CAT Funding Model, the 171 SEC stated that "[t]he Participants have sufficiently demonstrated that the proposed allocation of fees is appropriate and meets the Rule 608(b) approval standard." Accordingly, the CAT 172 Funding Model sets forth the requirements for allocating fees related to Budgeted CAT Costs among Participants and Industry Members, and the fee filings for CAT Fees must comply with those requirements. CAT Fee 2026-1 provides for an equitable allocation of fees as it complies with the requirements regarding the calculation of CAT Fees as set forth in the CAT NMS Plan. For example, as described above, the calculation of CAT Fee 2026-1 complies with the formula set forth in Section 11.3(a) of the CAT NMS Plan. In addition, CAT Fee 2026-1 would be charged to CEBBs and CEBSs in accordance with Section 11.3(a) of the CAT NMS Plan. Furthermore, the Participants would be charged for their designated share of the Budgeted CAT Costs 2026-1

from $0.00007 per share to $0.00072 per share. CAT Funding Model Approval Order at 13469. Id.170 See Section 11.3(a) of the CAT NMS Plan.171 CAT Funding Model Approval Order at 13412.172

through a fee implemented via the CAT NMS Plan, which would have the same fee rate as CAT Fee 2026-1. In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2026- 1--the Budgeted CAT Costs 2026-1, the count for the executed equivalent share volume for the prior 12 months, and the projected executed equivalent share volume for the CAT Fee 2026-1 Period--is reasonable. Moreover, these inputs lead to a reasonable fee rate for CAT Fee 2026-1 that is lower than other fee rates for transaction-based fees. A reasonable fee rate allocated in accordance with the requirements of the CAT Funding Model provides for an equitable allocation of fees. (4) CAT Fee 2026-1 is Not Unfairly Discriminatory CAT Fee 2026-1 is not an unfairly discriminatory fee. The SEC approved the CAT Funding Model, finding that each aspect of the CAT Funding Model satisfies the requirements of the Exchange Act. In reaching this conclusion, the SEC analyzed the potential effect of CAT Fees calculated pursuant to the CAT Funding Model on affected categories of market participants, including Participants (including exchanges and FINRA), Industry Members (including subcategories of Industry Members, such as alternative trading systems, CAT Executing Brokers and market makers), and investors generally, and considered market effects related to equities and options, among other things. CAT Fee 2026-1 complies with the requirements regarding the calculation of CAT Fees as set forth in the CAT NMS Plan. In addition, as discussed above, each of the inputs into the calculation of CAT Fee 2026-1 and the resulting fee rate for CAT Fee 2026-1 is reasonable. Therefore, CAT Fee 2026-1 does not impose an unfairly discriminatory fee on Industry Members.

The Exchange believes the proposed fees established pursuant to the CAT Funding Model promote just and equitable principles of trade, and, in general, protect investors and the public interest, and are provided in a transparent manner and with specificity in the fee schedule. The Exchange also believes that the proposed fees are reasonable because they would provide ease of calculation, ease of billing and other administrative functions, and predictability of a fee based on fixed rate per executed equivalent share. Such factors are crucial to estimating a reliable revenue stream for CAT LLC and for permitting Exchange members to reasonably predict their payment obligations for budgeting purposes.

1. Self-Regulatory Organization's Statement on Burden on Competition Section 6(b)(8) of the Act requires that the Exchange's rules not impose any burden on 173 Act. The Exchange does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange notes that CAT Fee 2026-1 implements provisions of the CAT NMS Plan that were approved by the Commission and is designed to assist the Exchange in meeting its regulatory obligations pursuant to the Plan. In addition, all Participants (including exchanges and FINRA) are proposing to introduce CAT Fee 2026-1 on behalf of CAT LLC to implement the requirements of the CAT NMS Plan. Therefore, this is not a competitive fee filing, and, therefore, it does not raise competition issues between and among the Participants. Furthermore, in approving the CAT Funding Model, the SEC analyzed the potential competitive impact of the CAT Funding Model, including competitive issues related to market

services, trading services and regulatory services, efficiency concerns, and capital formation. The SEC also analyzed the potential effect of CAT fees calculated pursuant to the CAT Funding Model on affected categories of market participants, including Participants (including exchanges and FINRA), Industry Members (including subcategories of Industry Members, such as alternative trading systems, CAT Executing Brokers and market makers), and investors generally, and considered market effects related to equities and options, among other things. Based on this analysis, the SEC approved the CAT Funding Model as compliant with the Exchange Act. CAT Fee 2026-1 is calculated and implemented in accordance with the CAT Funding Model as approved by the SEC. As discussed above, each of the inputs into the calculation of CAT Fee 2026-1 is reasonable and the resulting fee rate for CAT Fee 2026-1 calculated in accordance with the CAT Funding Model is reasonable. Therefore, CAT Fee 2026-1 would not impose any burden on

Act.

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
   The foregoing rule change has become effective upon filing pursuant to Section 19(b)(3)(A) of the Act and paragraph (f) thereunder. At any time within 60 days of the filing175 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

CAT Funding Model Approval Order at 13457-81.174 15 U.S.C. 78s(b)(3)(A).175

interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act.

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-NYSEARCA-2026-40 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-2026-40 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 submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission's Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10 a.m. and 3

p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR-NYSEARCA-2026-40 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. 176 Sherry R. Haywood, Assistant Secretary.

17 CFR 200.30-3(a)(12).176

EXHIBIT 5A Proposed new language is underlined; Proposed deletions are in [brackets]. NYSE Arca Equities FEES AND CHARGES Effective Date: [March 6]May 1, 2026

• ---

  REGULATORY FEES

• ---

  CRD Fees for ETP Holders that are not FINRA Members

• ---

  Consolidated Audit Trail Funding Fees (a) CAT Fees. (1) No Change. (2) No Change. (3) No Change. (4) No Change. (5) No Change. (6) CAT Fee 2026-1 (A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2026-1 in June 2026, which shall set forth the CAT Fee 2026-1 fees calculated based on transactions in May 2026, and shall receive an invoice for CAT Fee 2026-1 for each (B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2026-1 on a monthly basis. Each month, such invoices shall set forth a fee for each transaction in Eligible Securities executed by the CAT Executing

Broker in its capacity as a CAT Executing Broker for the Buyer ("CEBB") and/or the CAT Executing Broker for the Seller ("CEBS") (as applicable) from the prior month as set forth in CAT Data. The fee for each such transaction will be calculated by multiplying the number of executed equivalent shares in the transaction by the fee rate of (C) Notwithstanding the last invoice date of January 2027 for CAT Fee 2026- 1 in paragraph 6(A), CAT Fee 2026-1 shall continue in effect after January 2027, with each CAT Executing Broker receiving an invoice for CAT Fee 2026-1 each month, until a new subsequent CAT Fee is in effect with regard to Industry Members in accordance with Section 19(b) of the Exchange Act. Consolidated Audit Trail, LLC will provide notice when CAT Fee 2026-1 will no longer be in effect. (D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2026-1 in accordance with paragraph (b). (b) No Change.

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EXHIBIT 5B Proposed new language is underlined; Proposed deletions are in [brackets]. NYSE Arca Options Fees and Charges Effective Date: [April 15]May 1, 2026 NYSE Arca GENERAL OPTIONS and TRADING PERMIT (OTP) FEES

• ---

  REGULATORY FEES

• ---

  CRD Fees for OTP Holders and OTP Firms that are not FINRA Members

• ---

  Consolidated Audit Trail Funding Fees (a) CAT Fees. (1) No Change. (2) No Change. (3) No Change. (4) No Change. (5) No Change. (6) CAT Fee 2026-1 (A) Each CAT Executing Broker shall receive its first invoice for CAT Fee 2026-1 in June 2026, which shall set forth the CAT Fee 2026-1 fees calculated based on transactions in May 2026, and shall receive an invoice for CAT Fee 2026-1 for each (B) Consolidated Audit Trail, LLC shall provide each CAT Executing Broker with an invoice for CAT Fee 2026-1 on a monthly basis. Each month, such invoices shall set forth a fee for each transaction in Eligible Securities executed by the CAT Executing

Broker in its capacity as a CAT Executing Broker for the Buyer ("CEBB") and/or the CAT Executing Broker for the Seller ("CEBS") (as applicable) from the prior month as set forth in CAT Data. The fee for each such transaction will be calculated by multiplying the number of executed equivalent shares in the transaction by the fee rate of (C) Notwithstanding the last invoice date of January 2027 for CAT Fee 2026- 1 in paragraph 6(A), CAT Fee 2026-1 shall continue in effect after January 2027, with each CAT Executing Broker receiving an invoice for CAT Fee 2026-1 each month, until a new subsequent CAT Fee is in effect with regard to Industry Members in accordance with Section 19(b) of the Exchange Act. Consolidated Audit Trail, LLC will provide notice when CAT Fee 2026-1 will no longer be in effect. (D) Each CAT Executing Broker shall be required to pay each invoice for CAT Fee 2026-1 in accordance with paragraph (b). (b) No Change.