[Federal Register Volume 90, Number 154 (Wednesday, August 13, 2025)]
[Notices]
[Pages 39005-39007]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-15320]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103664; File No. SR-CboeEDGA-2025-024]
Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Amend Its Fee Schedule To Provide a Temporary Discount for EDGA
Historical Depth Data
August 8, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on July 30, 2025, Cboe EDGA Exchange, Inc. (the ``Exchange'' or
``EDGA'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe EDGA Exchange, Inc. (the ``Exchange'' or ``EDGA'') proposes to
amend its Fee Schedule to provide a temporary 20% discount on fees
assessed to EDGA Members and non-Members that purchase $20,000 or more
of or more of ad hoc purchases of EDGA Historical Depth Data. The text
of the proposed rule change is provided in Exhibit 5.
The text of the proposed rule change is also available on the
Exchange's website (http://markets.cboe.com/us/equities/regulation/rule_filings/edga/) and at the Exchange's Office of the Secretary.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to update its Fee Schedule to provide a
temporary 20% discount on fees assessed to EDGA Members (``Members'')
\3\ and non-Members that purchase $20,000 or more of or more of ad hoc
purchases of EDGA Historical Depth Data (``Historical Depth Reports''),
effective July 30, 2025 through September 30, 2025.
---------------------------------------------------------------------------
\3\ See Rule 1.5(n) (``Member''). The term ``Member'' shall mean
any registered broker or dealer that has been admitted to membership
in the Exchange. A Member will have the status of a ``member'' of
the Exchange as that term is defined in Section 3(a)(3) of the Act.
Membership may be granted to a sole proprietor, partnership,
corporation, limited liability company or other organization which
is a registered broker or dealer pursuant to Section 15 of the Act,
and which has been approved by the Exchange.
---------------------------------------------------------------------------
By way of background, the Exchange currently makes available for
purchase Depth Data, which is a daily archive of the Exchange's depth
of book real-time feed, which provides depth-of-book quotations and
execution information based on equity orders entered into the System.
The Exchange also offers Historical Depth Data, which offers such data
on a historical basis, i.e. T+1 or later. The Historical Depth Report
is a completely voluntary product, in that the Exchange is not required
by any rule or regulation to make this data available and that
potential customers may purchase it on an ad-hoc basis only if they
voluntarily choose to do so.
Cboe LiveVol, LLC (``LiveVol''), a wholly owned subsidiary of the
Exchange's parent company, Cboe Global Markets, Inc., makes the
Historical Depth Report available for purchase to Users on the LiveVol
DataShop website (datashop.cboe.com). The Historical Depth Data is
available for purchase to Members and Non-Members; the Exchange charges
a fee per month of historical data of $1,000. The Historical Depth
Report provided on a historical basis is only provided to data
recipients for internal use only, and thus, no redistribution will be
permitted. The Exchange notes that the Historical Depth Report is
subject to direct competition from other exchanges, as other exchanges
offer similar products for a fee.\4\
---------------------------------------------------------------------------
\4\ See e.g., https://www.nasdaqtrader.com/Trader.aspx?id=DPPriceListOptions#nom; and https://www.nyse.com/publicdocs/nyse/data/NYSE_Market_Data_Fee_Schedule.pdf.
---------------------------------------------------------------------------
The Exchange's affiliated equities and options exchanges (i.e.,
Cboe Exchange, Inc. (``Cboe Options''), Cboe C2 Exchange, Inc. (``C2
Options''), Cboe EDGX Exchange, Inc. (``EDGX''), Cboe BZX Exchange,
Inc. (``BZX''), and Cboe BYX Exchange, Inc. (``BYX''), (collectively,
``Affiliates'') also offer similar data products.\5\ Particularly, each
of the Exchange's Affiliates offer a daily and historical archive of
their depth of book real-time feed with execution information based on
their trading activity that is substantially similar to the information
provided by the Exchange through its Depth Data products.
---------------------------------------------------------------------------
\5\ See e.g., EDGX Fee Schedule, BZX Fee Schedule, BYX Fee
Schedule.
---------------------------------------------------------------------------
The Exchange proposes to provide a temporary pricing incentive
program in which Members or Non-Members that purchase Historical Depth
Reports will receive a percentage fee discount where specific purchase
thresholds are met. Specifically, the Exchange proposes to provide a
20% discount for ad-hoc purchases of Historical Depth Data of $20,000
or more.\6\ The proposed program will apply to all market participants
irrespective of whether the market participant is a new or current
purchaser; however, the discount cannot be combined with any other
discounts offered by the Exchange. The Exchange intends to introduce
the discount program beginning July 30, 2025, with the program
remaining in effect through September 30, 2025. The Exchange also notes
that it previously adopted similar discount programs for other
historical data products offered by the Exchange.\7\
---------------------------------------------------------------------------
\6\ The discount will apply on an order-by-order basis. The
discount will apply to the total purchase price, once the $20,000
minimum purchase is satisfied (for example, a qualifying order of
$25,000 would be discounted to $20,000, i.e. receive a 20% discount
of $5,000).
\7\ See e.g., Securities Exchange Act Release No. 88195
(December 14, 2023), 88 FR 88193 (December 20, 2023) (SR-CboeEDGA-
2023-021) and Securities Exchange Act Release No. 100334 (June 14,
2024), 89 FR 52161 (June 21, 2024) (SR-CboeEDGA-2024-024).
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of
[[Page 39006]]
Section 6(b) of the Act.\8\ Specifically, the Exchange believes the
proposed rule change is consistent with the Section 6(b)(5) \9\
requirements that the rules of an exchange be designed to prevent
fraudulent and manipulative acts and practices, to promote just and
equitable principles of trade, to foster cooperation and coordination
with persons engaged in regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system, and, in general, to
protect investors and the public interest. Additionally, the Exchange
believes the proposed rule change is consistent with the Section
6(b)(5) \10\ requirement that the rules of an exchange not be designed
to permit unfair discrimination between customers, issuers, brokers, or
dealers. The Exchange also believes the proposed rule change is
consistent with Section 6(b)(4) of the Act,\11\ which requires that
Exchange rules provide for the equitable allocation of reasonable dues,
fees, and other charges among its Members and other persons using its
facilities.
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(5).
\10\ Id.
\11\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------
In adopting Regulation NMS, the Commission granted self-regulatory
organizations (``SROs'') and broker-dealers increased authority and
flexibility to offer new and unique market data to the public. It was
believed that this authority would expand the amount of data available
to consumers, and also spur innovation and competition for the
provision of market data. The Exchange believes that the proposed fee
changes will further broaden the availability of U.S. equity market
data to investors consistent with the principles of Regulation NMS. The
Exchange believes the dissemination of historical depth of book data
via Historical Depth Reports benefits investors through increased
transparency and may promote better informed trading, as well as
research and studies of the equities industry. Nevertheless, the
Exchange notes that such data is not necessary for trading and as noted
above, is entirely optional. Moreover, several other exchanges offer a
similar data product which offer the same type of data content through
similar reports.\12\
---------------------------------------------------------------------------
\12\ See supra note 4.
---------------------------------------------------------------------------
The Exchange operates in a highly competitive environment. Indeed,
there are currently 16 registered equities exchanges that trade
equities. Based on publicly available information, no single equities
exchange has more than 15% of the equity market share.\13\ The
Commission has repeatedly expressed its preference for competition over
regulatory intervention in determining prices, products, and services
in the securities markets. Particularly, in Regulation NMS, the
Commission highlighted the importance of market forces in determining
prices and SRO revenues and, also, recognized that current regulation
of the market system ``has been remarkably successful in promoting
market competition in its broader forms that are most important to
investors and listed companies.'' \14\ Making similar data products
available to market participants fosters competition in the
marketplace, and constrains the ability of exchanges to charge
supercompetitive fees. In the event that a market participant views one
exchange's data product as more attractive than the competition, that
market participant can, and often does, switch between similar
products. The proposed fees are a result of the competitive environment
of the U.S. equities industry as the Exchange seeks to adopt fees to
attract purchasers of Historical Depth Reports.
---------------------------------------------------------------------------
\13\ See Cboe Global Markets, U.S. Equities Market Volume
Summary, Month-to-Date (July 29, 2025), available at https://www.cboe.com/us/equities/market_statistics/.
\14\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting
Release'').
---------------------------------------------------------------------------
The Exchange believes that the proposed incentive program for any
Member or non-Member who purchases Historical Depth Reports is
reasonable because such purchasers would receive a 20% discount for
purchasing $20,000 or more worth of Historical Depth Reports. The
Exchange believes the proposed discount is reasonable as it will give
purchasers the ability to use and test the Historical Depth Reports at
a discounted rate, prior to purchasing additional months or a monthly
subscription, and will therefore encourage users to purchase Historical
Depth Reports. Further, the proposed discount is intended to promote
increased use of the Exchange's Historical Depth Reports by defraying
some of the costs a purchaser would ordinarily have to expend before
using the data product. The Exchange believes that the proposed
discount is equitable and not unfairly discriminatory because it will
apply equally to all Members and non-Members who purchase Historical
Depth Reports. Lastly, the purchase of this data product is
discretionary and not compulsory. Indeed, no market participant is
required to purchase the Historical Depth Reports, and the Exchange is
not required to make Historical Depth Reports available to all
investors. Potential purchasers may request the data at any time if
they believe it to be valuable or may decline to purchase such data. As
noted above, the Exchange previously adopted similar discount programs
for other historical data products offered by the Exchange.\15\
---------------------------------------------------------------------------
\15\ See e.g., Securities Exchange Act Release No. 88195
(December 14, 2023), 88 FR 88193 (December 20, 2023) (SR-CboeEDGA-
2023-021) and Securities Exchange Act Release No. 100334 (June 14,
2024), 89 FR 52161 (June 21, 2024) (SR-CboeEDGA-2024-024).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange operates in a
highly competitive environment in which the Exchange must continually
adjust its fees to remain competitive. Because competitors are free to
modify their own fees in response, including the adoption of similar
discounts to those fees, the Exchange believes that the degree to which
fee changes (including discounts and rebates) in this market may impose
any burden on competition is extremely limited. As discussed above, the
Exchange's Historical Depth Reports offering is subject to direct
competition from several other options exchanges that offer similar
data products. Moreover, purchase of Historical Depth Reports is
optional. It is designed to help investors understand underlying market
trends to improve the quality of investment decisions, but is not
necessary to execute a trade.
The proposed rule changes are grounded in the Exchange's efforts to
compete more effectively. In this competitive environment, potential
purchasers are free to choose which, if any, similar product to
purchase to satisfy their need for market information. As a result, the
Exchange believes this proposed rule change permits fair competition
among national securities exchanges. Further, the Exchange believes
that these changes will not cause any unnecessary or inappropriate
burden on intermarket competition, as the proposed incentive program
applies uniformly to any purchaser of Historical Depth Reports.
[[Page 39007]]
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \16\ and paragraph (f) of Rule 19b-4 \17\
thereunder.
---------------------------------------------------------------------------
\16\ 15 U.S.C. 78s(b)(3)(A).
\17\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------
At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission will institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
file number SR-CboeEDGA-2025-024 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-CboeEDGA-2025-024. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the filing will be available for inspection and
copying at the principal office of the Exchange. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection.
All submissions should refer to file number SR-CboeEDGA-2025-024
and should be submitted on or before September 3, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\18\
---------------------------------------------------------------------------
\18\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2025-15320 Filed 8-12-25; 8:45 am]
BILLING CODE 8011-01-P