NYSE Arca Fee Schedule Proposal - Broker Credits

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1. Text of the Proposed Rule Change(a) Pursuant to the provisions of Section 19(b)(1) of the Securities Exchange Act of1934 (the “Act”)and Rule 19b-4 thereunder,NYSE Arca, Inc. (“NYSE Arca”or the “Exchange”) proposes to modify the NYSE Arca Options Fee Schedule(the “Fee Schedule”) to waive the maximum combined Submitting Broker creditspaid for QCC trades and Floor Broker rebates paid through the Manual BillableRebate Program for the month of March 2026.A notice of the proposed rule change for publication in the Federal Register isattached hereto as Exhibit 1, and the text of the proposed rule change is attachedas Exhibit 5.(b) The Exchange does not believe that the proposed rule change will have any directeffect, or any significant indirect effect, on any other Exchange rule in effect atthe time of this filing.(c) Not applicable.2. Procedures of the Self-Regulatory OrganizationSenior management has approved the proposed rule change pursuant to authoritydelegated to it by the Board of the Exchange. No further action is required under theExchange’s governing documents. Therefore, the Exchange’s internal procedures withrespect to the proposed rule change are complete.The person on the Exchange staff prepared to respond to questions and comments on theproposed rule change is:Le-Anh BuiDirector, Associate General CounselNYSE Group, Inc.(202) 661-3. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, theProposed Rule Change(a) PurposeThe purpose of this filing is to amend the Fee Schedule to waive the maximum combinedSubmitting Broker credits paid for QCC trades and Floor Broker rebates paid through theManual Billable Rebate Program for the month of March 2026.15 U.S.C. 78s(b)(1). The Exchange imposes a limit on the maximum combined Submitting Broker credits paidfor QCC trades and Floor Broker rebates paid through the Manual Billable RebateProgram per month per firm (the “Cap”).Because of elevated volumes on the Exchange,the Exchange proposes to waive the Cap for the month of March 2026 and to use theperiod during which the Cap is waived to evaluate an adjustment to the amount of theCap. The proposed waiver is being adopted in anticipation of firms reaching the Capbefore month’s end and potentially redirecting their order flow away from the Exchange.In the absence of the proposed waiver, firms may choose to redirect such order flow to acompeting market. Accordingly, the purpose of the proposal is to encourage SubmittingBrokers and Floor Brokers to continue to direct order flow to the Exchange, despiteincreasing industry volumes making it less difficult to reach the Cap.Although the Exchange cannot predict with certainty how many firms would be impactedby this change, the Exchange believes that the proposed change would incent firms tocontinue to direct their order flow to the Exchange, thus increasing liquidity to the benefitof all market participants.(b) Statutory BasisThe Exchange believes that the proposed rule change is consistent with Section 6(b) ofthe Act,in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act,inparticular, because it provides for the equitable allocation of reasonable dues, fees, andother charges among its members, issuers and other persons using its facilities and doesnot unfairly discriminate between customers, issuers, brokers or dealers.The proposed change is reasonable, equitable, and not unfairly discriminatory. As athreshold matter, the Exchange is subject to significant competitive forces in the marketfor options securities transaction services that constrain its pricing determinations in thatmarket. The Commission has repeatedly expressed its preference for competition overregulatory intervention in determining prices, products, and services in the securitiesmarkets. In Regulation NMS, the Commission highlighted the importance of marketforces in determining prices and SRO revenues and, also, recognized that currentregulation of the market system “has been remarkably successful in promoting marketcompetition in its broader forms that are most important to investors and listedcompanies.”There are currently 18 registered options exchanges competing for order flow. Based onpublicly-available information, and excluding index-based options, no single exchangeSee Fee Schedule, Endnote 17 (providing that Submitting Broker credits paid for QCC trades and FloorBroker rebates paid through the Manual Billable Rebate Program shall not combine to exceed $3,000,000per month per firm).15 U.S.C. 78f(b).15 U.S.C. 78f(b)(4) and (5).See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (S7-10-04) (“Reg NMS Adopting Release”).

has more than 16% of the market share of executed volume of multiply-listed equity andETF options trades.Therefore, currently no exchange possesses significant pricingpower in the execution of multiply-listed equity and ETF options order flow. Morespecifically, in January 2026, the Exchange had 10.39% market share of executed volumeof multiply-listed equity and ETF options trades.In such a low-concentrated and highlycompetitive market, no single options exchange possesses significant pricing power in theexecution of options order flow. Within this environment, market participants can freelyand often do shift their order flow among the Exchange and competing venues inresponse to changes in their respective pricing schedules.The proposed waiver of the Cap is reasonable because it is designed to encourage the roleperformed by Submitting Brokers in facilitating QCC transactions and Floor Brokers infacilitating the execution of orders via open outcry, functions that the Exchange wishes tosupport for the benefit of all market participants, and would allow the Exchange time toevaluate changes to the amount of the Cap. Absent the proposed waiver, the Exchangebelieves that, as soon as firms reach the Cap, they are likely to redirect order flow awayfrom the Exchange, which may adversely impact other market participants trading on theExchange. To the extent that the proposed waiver encourages Submitting Brokers andFloor Brokers to facilitate transactions on the Exchange instead of on a competingmarket, all market participants at the Exchange would benefit from the increasedliquidity. The Exchange believes the proposed waiver should continue to incentSubmitting Brokers and Floor Brokers to encourage market participants to aggregate theirexecutions at the Exchange as a primary execution venue. To the extent that the proposedchange achieves its purpose in attracting more volume to the Exchange, this increasedorder flow would continue to make the Exchange a more competitive venue for orderexecution, thus improving market quality for all market participants.The Exchange believes the proposed waiver of the Cap is an equitable allocation of itsfees and credits and is not unfairly discriminatory because the proposal is based on theamount and type of business transacted on the Exchange. Submitting Brokers and FloorBrokers are not obligated to execute QCC transactions or manual transactions to earncredits and rebates applied toward the Cap. However, the proposed waiver is designed tocontinue to encourage the roles performed by Submitting Brokers and Floor Brokers infacilitating the execution of QCC transactions and orders via open outcry, functions thatthe Exchange wishes to support for the benefit of all market participants.To the extent that the proposed waiver of the Cap continues to attract manual transactionsand QCCs to the Exchange, this increased order flow would continue to make theExchange a more competitive venue for order execution. Thus, the Exchange believes theproposed waiver would improve market quality for all market participants on the

Exchange and attract more order flow to the Exchange, thereby improving market-widequality and price discovery. The resulting increased volume and liquidity would providemore trading opportunities and tighter spreads to all market participants and thus wouldpromote just and equitable principles of trade, remove impediments to and perfect themechanism of a free and open market and a national market system and, in general,protect investors and the public interest.Finally, the Exchange believes that it is subject to significant competitive forces, asdescribed below in the Exchange’s statement regarding the burden on competition.4. Self-Regulatory Organization’s Statement on Burden on CompetitionIn accordance with Section 6(b)(8) of the Act, the Exchange does not believe that theproposed rule change would impose any burden on competition that is not necessary orappropriate in furtherance of the purposes of the Act. Instead, as discussed above, theExchange believes that the proposed changes would encourage the submission ofadditional liquidity to a public exchange, thereby promoting market depth, pricediscovery and transparency and enhancing order execution opportunities for all marketparticipants. As a result, the Exchange believes that the proposed change furthers theCommission’s goal in adopting Regulation NMS of fostering integrated competitionamong orders, which promotes “more efficient pricing of individual stocks for all typesof orders, large and small.”Intramarket Competition. The proposed waiver of the Cap would apply equally to all similarly situated Submitting Brokers and Floor Brokers. To the extent that there is anadditional competitive burden on non-Submitting Brokers or non-Floor Brokers, theExchange believes that any such burden would be appropriate because SubmittingBrokers and Floor Brokers serve an important function in facilitating the execution ofQCC transactions and orders in open outcry, to the benefit of all market participants.Intermarket Competition. The Exchange operates in a highly competitive market in which market participants can readily favor one of the other 17 competing options exchanges ifthey deem the Exchange’s fee levels to be excessive. In such an environment, theExchange must continually adjust its fees to remain competitive with other exchangesand to attract order flow to the Exchange. Based on publicly-available information, andexcluding index-based options, no single exchange has more than 16% of the marketshare of executed volume of multiply-listed equity and ETF options trades.Therefore,currently no exchange possesses significant pricing power in the execution of multiply-listed equity and ETF options order flow. More specifically, in January 2026, theSee Reg NMS Adopting Release, supra note 6, at 37499.

Exchange had 10.39% market share of executed volume of multiply-listed equity andETF options trades.The Exchange believes that the proposed waiver of the Cap reflects this competitiveenvironment because it is designed to continue to incent Submitting Brokers and FloorBrokers to direct manual and QCC transactions to the Exchange, to provide liquidity andto attract order flow. To the extent that Submitting Brokers and Floor Brokers areencouraged to utilize the Exchange as a primary trading venue for all transactions, allExchange market participants stand to benefit from the improved market quality andincreased opportunities for price improvement. The Exchange notes that it operates in ahighly competitive market in which market participants can readily favor competingvenues. In such an environment, the Exchange must continually review, and consideradjusting, its fees and credits to remain competitive with other exchanges. For the reasonsdescribed above, the Exchange believes that the proposed rule change reflects thiscompetitive environment.5. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule ChangeReceived from Members, Participants, or OthersThe Exchange has neither solicited nor received written comments on the proposed rulechange.6. Extension of Time Period for Commission ActionNot applicable.7. Basis for Summary Effectiveness Pursuant to Section 19(b)(3) or for AcceleratedEffectiveness Pursuant to Section 19(b)(2)The foregoing rule change is effective upon filing pursuant to Section 19(b)(3)(A)(ii) ofthe Actbecause it establishes a due, fee, or other charge imposed by the Exchange. Atany time within 60 days of the filing of such proposed rule change, the Commissionsummarily may temporarily suspend such rule change if it appears to the Commissionthat such action is necessary or appropriate in the public interest, for the protection ofinvestors, or otherwise in furtherance of the purposes of the Act. If the Commission takessuch action, the Commission shall institute proceedings under Section 19(b)(2)(B) of theAct to determine whether the proposed rule change should be approved or disapproved.8. Proposed Rule Change Based on Rules of Another Self-Regulatory Organization or of theCommission15 U.S.C. 78s(b)(3)(A)(ii).15 U.S.C. 78s(b)(2)(B).

The proposed rule change is not based on the rules of another self-regulatory organizationor of the Commission.9. Security-Based Swap Submissions Filed Pursuant to Section 3C of the ActNot applicable.10. Advance Notices Filed Pursuant to Section 806(e) of the Payment, Clearing andSettlement Supervision ActNot applicable.11. ExhibitsExhibit 1 – Form of Notice of the Proposed Rule Change for Publication in the FederalRegisterExhibit 5 – Amendment to the Exchange’s Fee Schedule

EXHIBIT 1SECURITIES AND EXCHANGE COMMISSION(Release No. 34- ; File No. SR-NYSEARCA-2026-32)[Date]Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectivenessof Proposed Rule Change to Modify the NYSE Arca Options Fee SchedulePursuant to Section 19(b)(1)of the Securities Exchange Act of 1934 (“Act”)and Rule19b-4 thereunder,notice is hereby given that, on March 17, 2026, NYSE Arca, Inc. (“NYSEArca” or the “Exchange”) filed with the Securities and Exchange Commission (the“Commission”) the proposed rule change as described in Items I, II, and III below, which Itemshave been prepared by the self-regulatory organization. The Commission is publishing thisnotice to solicit comments on the proposed rule change from interested persons.I. Self-Regulatory Organization’s Statement of the Terms of Substance of the ProposedRule ChangeThe Exchange proposes to modify the NYSE Arca Options Fee Schedule (the “FeeSchedule”) to waive the maximum combined Submitting Broker credits paid for QCC trades andFloor Broker rebates paid through the Manual Billable Rebate Program for the month of March2026. The proposed rule change is available on the Exchange’s website at www.nyse.com, at theprincipal office of the Exchange, and at the Commission’s Public Reference Room.II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, theProposed Rule ChangeIn its filing with the Commission, the self-regulatory organization included statements15 U.S.C. 78s(b)(1).15 U.S.C. 78a.

concerning the purpose of, and basis for, the proposed rule change and discussed any commentsit received on the proposed rule change. The text of those statements may be examined at theplaces specified in Item IV below. The Exchange has prepared summaries, set forth in sectionsA, B, and C below, of the most significant parts of such statements.A. Self-Regulatory Organization’s Statement of the Purpose of, and the StatutoryBasis for, the Proposed Rule Change1. PurposeThe purpose of this filing is to amend the Fee Schedule to waive the maximum combinedSubmitting Broker credits paid for QCC trades and Floor Broker rebates paid through theManual Billable Rebate Program for the month of March 2026.The Exchange imposes a limit on the maximum combined Submitting Broker credits paidfor QCC trades and Floor Broker rebates paid through the Manual Billable Rebate Program permonth per firm (the “Cap”).Because of elevated volumes on the Exchange, the Exchangeproposes to waive the Cap for the month of March 2026 and to use the period during which theCap is waived to evaluate an adjustment to the amount of the Cap. The proposed waiver is beingadopted in anticipation of firms reaching the Cap before month’s end and potentially redirectingtheir order flow away from the Exchange. In the absence of the proposed waiver, firms maychoose to redirect such order flow to a competing market. Accordingly, the purpose of theproposal is to encourage Submitting Brokers and Floor Brokers to continue to direct order flowto the Exchange, despite increasing industry volumes making it less difficult to reach the Cap.Although the Exchange cannot predict with certainty how many firms would be impactedby this change, the Exchange believes that the proposed change would incent firms to continue toSee Fee Schedule, Endnote 17 (providing that Submitting Broker credits paid for QCC trades and FloorBroker rebates paid through the Manual Billable Rebate Program shall not combine to exceed $3,000,000per month per firm).

direct their order flow to the Exchange, thus increasing liquidity to the benefit of all marketparticipants.2. Statutory BasisThe Exchange believes that the proposed rule change is consistent with Section 6(b) ofthe Act,in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act,inparticular, because it provides for the equitable allocation of reasonable dues, fees, and othercharges among its members, issuers and other persons using its facilities and does not unfairlydiscriminate between customers, issuers, brokers or dealers.The proposed change is reasonable, equitable, and not unfairly discriminatory. As athreshold matter, the Exchange is subject to significant competitive forces in the market foroptions securities transaction services that constrain its pricing determinations in that market.The Commission has repeatedly expressed its preference for competition over regulatoryintervention in determining prices, products, and services in the securities markets. In RegulationNMS, the Commission highlighted the importance of market forces in determining prices andSRO revenues and, also, recognized that current regulation of the market system “has beenremarkably successful in promoting market competition in its broader forms that are mostimportant to investors and listed companies.”There are currently 18 registered options exchanges competing for order flow. Based onpublicly-available information, and excluding index-based options, no single exchange has morethan 16% of the market share of executed volume of multiply-listed equity and ETF options15 U.S.C. 78f(b).15 U.S.C. 78f(b)(4) and (5).See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (S7-10-04) (“Reg NMS Adopting Release”).

trades.Therefore, currently no exchange possesses significant pricing power in the execution ofmultiply-listed equity and ETF options order flow. More specifically, in January 2026, theExchange had 10.39% market share of executed volume of multiply-listed equity and ETFoptions trades.In such a low-concentrated and highly competitive market, no single optionsexchange possesses significant pricing power in the execution of options order flow. Within thisenvironment, market participants can freely and often do shift their order flow among theExchange and competing venues in response to changes in their respective pricing schedules.The proposed waiver of the Cap is reasonable because it is designed to encourage the roleperformed by Submitting Brokers in facilitating QCC transactions and Floor Brokers infacilitating the execution of orders via open outcry, functions that the Exchange wishes tosupport for the benefit of all market participants, and would allow the Exchange time to evaluatechanges to the amount of the Cap. Absent the proposed waiver, the Exchange believes that, assoon as firms reach the Cap, they are likely to redirect order flow away from the Exchange,which may adversely impact other market participants trading on the Exchange. To the extentthat the proposed waiver encourages Submitting Brokers and Floor Brokers to facilitatetransactions on the Exchange instead of on a competing market, all market participants at theExchange would benefit from the increased liquidity. The Exchange believes the proposedwaiver should continue to incent Submitting Brokers and Floor Brokers to encourage marketparticipants to aggregate their executions at the Exchange as a primary execution venue. To theextent that the proposed change achieves its purpose in attracting more volume to the Exchange,

this increased order flow would continue to make the Exchange a more competitive venue fororder execution, thus improving market quality for all market participants.The Exchange believes the proposed waiver of the Cap is an equitable allocation of itsfees and credits and is not unfairly discriminatory because the proposal is based on the amountand type of business transacted on the Exchange. Submitting Brokers and Floor Brokers are notobligated to execute QCC transactions or manual transactions to earn credits and rebates appliedtoward the Cap. However, the proposed waiver is designed to continue to encourage the rolesperformed by Submitting Brokers and Floor Brokers in facilitating the execution of QCCtransactions and orders via open outcry, functions that the Exchange wishes to support for thebenefit of all market participants.To the extent that the proposed waiver of the Cap continues to attract manual transactionsand QCCs to the Exchange, this increased order flow would continue to make the Exchange amore competitive venue for order execution. Thus, the Exchange believes the proposed waiverwould improve market quality for all market participants on the Exchange and attract more orderflow to the Exchange, thereby improving market-wide quality and price discovery. The resultingincreased volume and liquidity would provide more trading opportunities and tighter spreads toall market participants and thus would promote just and equitable principles of trade, removeimpediments to and perfect the mechanism of a free and open market and a national marketsystem and, in general, protect investors and the public interest.Finally, the Exchange believes that it is subject to significant competitive forces, asdescribed below in the Exchange’s statement regarding the burden on competition.B. Self-Regulatory Organization’s Statement on Burden on CompetitionIn accordance with Section 6(b)(8) of the Act, the Exchange does not believe that the

proposed rule change would impose any burden on competition that is not necessary orappropriate in furtherance of the purposes of the Act. Instead, as discussed above, the Exchangebelieves that the proposed changes would encourage the submission of additional liquidity to apublic exchange, thereby promoting market depth, price discovery and transparency andenhancing order execution opportunities for all market participants. As a result, the Exchangebelieves that the proposed change furthers the Commission’s goal in adopting Regulation NMSof fostering integrated competition among orders, which promotes “more efficient pricing ofindividual stocks for all types of orders, large and small.”Intramarket Competition. The proposed waiver of the Cap would apply equally to all similarly situated Submitting Brokers and Floor Brokers. To the extent that there is an additionalcompetitive burden on non-Submitting Brokers or non-Floor Brokers, the Exchange believes thatany such burden would be appropriate because Submitting Brokers and Floor Brokers serve animportant function in facilitating the execution of QCC transactions and orders in open outcry, tothe benefit of all market participants.Intermarket Competition. The Exchange operates in a highly competitive market in which market participants can readily favor one of the other 17 competing options exchanges if theydeem the Exchange’s fee levels to be excessive. In such an environment, the Exchange mustcontinually adjust its fees to remain competitive with other exchanges and to attract order flow tothe Exchange. Based on publicly-available information, and excluding index-based options, nosingle exchange has more than 16% of the market share of executed volume of multiply-listedequity and ETF options trades.Therefore, currently no exchange possesses significant pricingSee Reg NMS Adopting Release, supra note 7, at 37499.

power in the execution of multiply-listed equity and ETF options order flow. More specifically,in January 2026, the Exchange had 10.39% market share of executed volume of multiply-listedequity and ETF options trades.The Exchange believes that the proposed waiver of the Cap reflects this competitiveenvironment because it is designed to continue to incent Submitting Brokers and Floor Brokersto direct manual and QCC transactions to the Exchange, to provide liquidity and to attract orderflow. To the extent that Submitting Brokers and Floor Brokers are encouraged to utilize theExchange as a primary trading venue for all transactions, all Exchange market participants standto benefit from the improved market quality and increased opportunities for price improvement.The Exchange notes that it operates in a highly competitive market in which market participantscan readily favor competing venues. In such an environment, the Exchange must continuallyreview, and consider adjusting, its fees and credits to remain competitive with other exchanges.For the reasons described above, the Exchange believes that the proposed rule change reflectsthis competitive environment.C. Self-Regulatory Organization’s Statement on Comments on the Proposed RuleChange Received from Members, Participants, or OthersNo written comments were solicited or received with respect to the proposed rule change.III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission ActionPursuant to Section 19(b)(3)(A)(ii) of the Act,and Rule 19b-4(f)(2) thereundertheExchange has designated this proposal as establishing or changing a due, fee, or other charge15 U.S.C. 78s(b)(3)(A)(ii).

imposed on any person, whether or not the person is a member of the self-regulatoryorganization, which renders the proposed rule change effective upon filing. At any time within60 days of the filing of the proposed rule change, the Commission summarily may temporarilysuspend such rule change if it appears to the Commission that such action is necessary orappropriate in the public interest, for the protection of investors, or otherwise in furtherance ofthe purposes of the Act.IV. Solicitation of CommentsInterested persons are invited to submit written data, views and arguments concerning theforegoing, including whether the proposed rule change is consistent with the Act. Commentsmay be submitted by any of the following methods: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-2026-32 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-2026-32. This file numbershould be included on the subject line if email is used. To help the Commission process andreview your comments more efficiently, please use only one method. The Commission will postall comments on the Commission’s internet website (https://www.sec.gov/rules/sro.shtml).Copies of the filing will be available for inspection and copying at the principal office of the

Exchange. Do not include personal identifiable information in submissions; you should submitonly information that you wish to make available publicly. We may redact in part or withholdentirely from publication submitted material that is obscene or subject to copyright protection.All submissions should refer to file number SR-NYSEARCA-2026-32 and should be submittedon or before [INSERT DATE 21 DAYS AFTER DATE OF PUBLICATION IN THE FEDERAL REGISTER]. For the Commission, by the Division of Trading and Markets, pursuant to delegatedauthority.Sherry R. Haywood,Assistant Secretary. 17 CFR 200.30-3(a)(12).

EXHIBIT 5Additions underscoredDeletions [bracketed]NYSE Arca Options Fees and ChargesEffective Date: March [16]17, 2026**NYSE Arca OPTIONS: GENERALBILLING DISPUTESAll fee disputes concerning fees billed by the Exchange must be submitted to the Exchange inwriting and must be accompanied by supporting documentation. All fee disputes must besubmitted no later than sixty (60) days after receipt of a billing invoice.1. - 16. No Change17. A Manual trade executed by a Floor Broker against a Market Maker on the Trading Floorwill be eligible for a rebate of ($0.20) in lieu of any rebates achieved via the Manual BillableRebate Program. Submitting Broker QCC credits and Floor Broker rebates earned through theManual Billable Rebate Program shall not combine to exceed $3,000,000 per month per firm,except that such maximum combined limit will be waived for the month of March 2026.Submitting Broker QCC credits will not apply to any QCC trades that are included in the Limitof Fees On Options Strategy Executions.**