[Federal Register Volume 90, Number 238 (Monday, December 15, 2025)]
[Notices]
[Pages 58062-58065]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-22724]
[[Page 58062]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104357; File No. SR-CboeBZX-2025-155]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Its Fee Schedule
December 10, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on December 1, 2025, Cboe BZX Exchange, Inc. (the ``Exchange'' or
``BZX'') filed with the Securities and Exchange Commission
(``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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') proposes to
amend its Fees Schedule with respect to the Customer Penny Add Volume
Tier program. The text of the proposed rule change is provided in
Exhibit 5.
The text of the proposed rule change is also available on the
Commission's website (https://www.sec.gov/rules/sro.shtml), the
Exchange's website (https://www.cboe.com/us/equities/regulation/rule_filings/bzx/), and at the principal office of the Exchange.
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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend its Fee Schedule, effective December
1, 2025.
The Exchange first notes that it operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. More specifically, the
Exchange is only one of 18 options venues to which market participants
may direct their order flow. Based on publicly available information,
no single options exchange has more than 15% of the market share.\3\
Thus, in such a low-concentrated and highly competitive market, no
single options exchange possesses significant pricing power in the
execution of option order flow. The Exchange believes that the ever-
shifting market share among the exchanges from month to month
demonstrates that market participants can shift order flow or
discontinue to reduce use of certain categories of products in response
to fee changes. Accordingly, competitive forces constrain the
Exchange's transaction fees, and market participants can readily trade
on competing venues if they deem pricing levels at those other venues
to be more favorable. In response to competitive pricing, the Exchange,
like other options exchanges, offers rebates and assesses fees for
certain order types executed on or routed through the Exchange.
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\3\ See Cboe Global Markets U.S. Options Monthly Market Volume
Summary (November 24, 2025), available at https://markets.cboe.com/us/options/market_statistics/.
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The Exchange's Fees Schedule sets forth standard rebates and rates
applied per contract. For example, the Exchange provides a rebate of
$0.25 per contract for Customer orders that add liquidity in Penny
Securities, yielding fee code PY. Additionally, in response to the
competitive environment, the Exchange also offers tiered pricing, which
provides Members opportunities to qualify for higher rebates or reduced
fees where certain volume criteria and thresholds are met. Tiered
pricing provides an incremental incentive for Members to strive for
higher tier levels, which provides increasingly higher benefits or
discounts for satisfying increasingly more stringent criteria.
The Exchange currently offers six Customer Penny Add Volume Tiers
(``Customer Penny Add Tiers'') under footnote 1 of the Fee Schedule
which provide rebates between $0.35 and $0.52 per contract for
qualifying Customer orders which meet certain add liquidity thresholds
and yield fee code PY.\4\ Currently, the Customer Penny Add Tiers
include one Customer Cross-Asset Add Tier, which requires participation
on the Exchange's equities platform (``BZX Equities''). Under the
Customer Cross-Asset Add Tier,\5\ the Exchange provides a rebate of
$0.50 per contract where a Member has (1) an ADAV \6\ in Simple
Customer order >=0.50% of average OCV; \7\ and (2) on BZX Equities an
ADAV >=0.35% of average TCV,\11\ excluding sub-dollar securities.
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\4\ Fee Code ``PY'' is appended to Customer Penny orders that
add liquidity.
\5\ As part of the proposed change, the Exchange proposes to
rename this Customer Cross-Asset Add Tier as ``Customer Cross-Asset
Add Tier 1.''
\6\ ``ADAV'' means average daily added volume (in shares)
calculated as the number of contracts added.
\7\ ``OCC Customer Volume'' or ``OCV'' means the total equity
and ETF options volume that clears in the Customer range at the
Options Clearing Corporation (``OCC'') for the month for which the
fees apply, excluding volume on any day that the Exchange
experiences an Exchange System Disruption and on any day with a
scheduled early market close. Average OCV is the average daily OCV
for the month (i.e., total OCV divided by the number of trading days
in the month); for example, in a month with 20 trading days, if OCV
is 1,040,000,000, the average OCV would be 1,040,000,000/20, or
52,000,000.
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The Exchange proposes to update the Customer Penny Add Tiers by
adopting a new Customer Cross-Asset Add Tier 2, which requires
participation on BZX Equities. Under the proposed tier, the Exchange
would provide a rebate of $0.52 per contract where a Member has (1) an
ADAV \8\ in Simple Market-Maker order >=0.25% of average OCV; \9\ and
(2) on BZX Equities an ADAV >=0.45% of average TCV,\11\ excluding sub-
dollar securities.
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\8\ ``ADAV'' means average daily added volume (in shares)
calculated as the number of contracts added.
\9\ ``OCC Customer Volume'' or ``OCV'' means the total equity
and ETF options volume that clears in the Customer range at the
Options Clearing Corporation (``OCC'') for the month for which the
fees apply, excluding volume on any day that the Exchange
experiences an Exchange System Disruption and on any day with a
scheduled early market close. Average OCV is the average daily OCV
for the month (i.e., total OCV divided by the number of trading days
in the month); for example, in a month with 20 trading days, if OCV
is 1,040,000,000, the average OCV would be 1,040,000,000/20, or
52,000,000.
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The required criteria and corresponding rebates for current Tiers 1
through 5 and Customer Cross-Asset Add Tier 1 remain unchanged.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the
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Securities Exchange Act of 1934 (the ``Act'') and the rules and
regulations thereunder applicable to the Exchange and, in particular,
the requirements of Section 6(b) of the Act.\10\ Specifically, the
Exchange believes the proposed rule change is consistent with the
Section 6(b)(5) \11\ 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) \12\ 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,\13\ 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.
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\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(5).
\12\ Id.
\13\ 15 U.S.C. 78f(b)(4).
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As noted above, the Exchange operates in a highly competitive
market. The Exchange is only one of several options venues to which
market participants may direct their order flow, and it represents a
small percentage of the overall market. Competing options exchanges
offer similar tiered pricing structures to that of the Exchange,
including schedules of rebates and fees that apply based upon Members
achieving certain volume and/or growth thresholds.
The Exchange believes the proposed change to the Customer Penny Add
Tiers is reasonable because it provides an additional opportunity for
Members to receive a rebate by providing alternative criteria for which
they can reach. In particular, the Exchange believes the proposed
Customer Penny Add Tier 2 is a reasonable means to encourage Members to
increase their liquidity on the Exchange and also their participation
on BZX Equities. Further, rebates that are designed to incentivize add
volume order flow may increase transactions on the Exchange, which the
Exchange believes incentivizes liquidity providers to submit additional
liquidity and execution opportunities. As noted above, an overall
increase in activity deepens the Exchange's liquidity pool, offers
additional cost savings, supports the quality of price discovery,
promotes market transparency and improves market quality for all
investors. The Exchange believes that adopting tiers with alternative
criteria to the existing Customer Penny Add Tiers may encourage Members
to increase their order flow on BZX Options and Equities.
For example, the proposed Customer Cross-Asset Tier 2 would provide
an opportunity for Members who have an ADAV in Simple Market Maker
orders of at least 0.25% of average OCV, but less than an ADAV in
Simple Customer orders of at least 0.20% of average OCV (the
requirement under current Tier 3), to receive a higher rebate than they
may currently receive, if they also meet the threshold requirements
based on BZX Equities participation. Similarly, for Members that
participate on both BZX Options and Equities, and do not currently meet
the 0.50% ADAV in Customer volume threshold under current Customer
Cross-Asset Add Tier, but can or do meet the proposed equities
threshold, the proposed tier may incentivize those participants to grow
their Market-Maker options volume in order to receive enhanced rebates.
The Exchange notes that increased Market-Maker activity, particularly,
facilitates tighter spreads and an increase in overall liquidity
provider activity, both of which signal additional corresponding
increase in order flow from other market participants, contributing
towards a robust, well-balanced market ecosystem. Indeed, increased
overall order flow benefits investors across both the Exchange's
options and equities platforms by continuing to deepen the Exchange's
liquidity pool, potentially providing even greater execution incentives
and opportunities, offering additional flexibility for all investors to
enjoy cost savings, supporting the quality of price discovery,
promoting market transparency and improving investor protection. The
Exchange also believes that proposed enhanced rebate is reasonable
based on the difficulty of satisfying the tier's criteria and ensures
the proposed rebate and thresholds appropriately reflect the
incremental difficulty to achieve the existing Customer Penny Add
Tiers.
The proposed enhanced rebate amounts also do not represent a
significant departure from the enhanced rebates currently offered under
the Exchange's existing Customer Penny Add Tiers. Indeed, the proposed
enhanced rebate amount under the proposed Customer Cross-Asset Add Tier
2 ($0.52) is incrementally higher than current Tiers 1, 2, 3, and 4
($0.35, $0.47, $0.49, and $0.50 respectively), which the Exchange
believes offer slightly less stringent criteria than the proposed
Customer Cross-Asset Add Tier 2, but is the same as the rebate offered
under existing Tier 5 ($0.52), which the Exchange believes reflects a
similar level of difficulty but using alternative types of criteria.
Finally, the proposed enhanced rebate amount under the proposed
Customer Cross-Asset Tier 2 ($0.52) is incrementally higher than the
rebate offered under existing Customer Cross-Asset Add Tier 1 ($0.50),
which the Exchange believes is less stringent than the proposed
criteria than the proposed Customer Cross-Asset Add Tier 2. The
Exchange also notes that the proposed rebates remain within the range
of the enhanced rebates offered under the current Customer Penny Add
Tiers (i.e., $0.35-$0.52).
The Exchange believes that the proposal represents an equitable
allocation of fees and is not unfairly discriminatory because it
applies uniformly to all Market-Makers. While the Exchange has no way
of knowing whether this proposed rule change would definitively result
in any particular Market-Maker qualifying for the proposed tier, the
Exchange anticipates that approximately two Market-Makers will be able
to compete for and achieve the proposed criteria of the proposed Cross-
Asset Add Tier 2; however, the proposed tier is open to any Market-
Maker that satisfies the tier's criteria. The Exchange believes the
proposed tier could provide an incentive for other Members to submit
additional liquidity on BZX Options and Equities to qualify for the
proposed enhanced rebate. To the extent a Member participates on the
Exchange but not on BZX Equities, the Exchange does believe that the
proposal is still reasonable, equitably allocated and non-
discriminatory with respect to such Member based on the overall benefit
to the Exchange resulting from the success of BZX Equities.
Particularly, the Exchange believes such success allows the Exchange to
continue to provide and potentially expand its existing incentive
programs to the benefit of all participants on the Exchange, whether
they participate on BZX Equities or not. The proposed pricing program
is also fair and equitable in that membership in BZX Equities is
available to all market participants, which would provide them
[[Page 58064]]
with access to the benefits on BZX Equities provided by the proposed
change, even where a member of BZX Equities is not necessarily eligible
for the proposed enhanced rebates on the Exchange.
The Exchange also notes that it does not believe the proposed
changes will adversely impact any Member's pricing or ability to
qualify for other tiers. Rather, should a Member not meet the proposed
criteria, the Member will merely not receive the proposed enhanced
rebate, and has six alternative choices to aim to achieve under the
Customer Penny Add Tiers.
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 does not
believe the proposed changes will impose any burden on intramarket
competition. Particularly, the proposed changes to the Customer Penny
Add Volume Tiers apply uniformly to all Market-Makers, who will have
the opportunity to meet the proposed tier's criteria and receive the
corresponding enhanced rebate for the tier if such criteria is met. As
discussed above, increased Market-Maker activity, particularly,
facilitates tighter spreads and an increase in overall liquidity
provider activity, both of which signal additional corresponding
increase in order flow from other market participants, contributing
towards a robust, well-balanced market ecosystem. Indeed, increased
overall order flow benefits investors across both the Exchange's
options and equities platforms by continuing to deepen the Exchange's
liquidity pool, potentially providing even greater execution incentives
and opportunities, offering additional flexibility for all investors to
enjoy cost savings, supporting the quality of price discovery,
promoting market transparency and improving investor protection.
As discussed above, to the extent a Member participates on the
Exchange but not on BZX Equities, the Exchange notes that the proposed
changes can provide an overall benefit to the Exchange resulting from
the success of BZX Equities. Such success enables the Exchange to
continue to provide and potentially expand its existing incentive
programs to the benefit of all participants on the Exchange, whether
they participate on BZX Equities or not. The proposed pricing program
is also fair and equitable in that membership in BZX Equities is
available to all market participants. Additionally, the proposed change
is designed to attract additional order flow to the Exchange and BZX
Equities. Greater liquidity benefits all market participants on the
Exchange by providing more trading opportunities and encourages Members
to send orders, thereby contributing to robust levels of liquidity,
which benefits all market participant. As a result, the Exchange
believes that the proposed change furthers the Commission's goal in
adopting Regulation NMS of fostering competition among orders, which
promotes ``more efficient pricing of individual stocks for all types of
orders, large and small.'' \14\
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\14\ Securities Exchange Act Release No. 51808, 70 FR 37495,
37498-99 (June 29, 2005) (S7-10-04) (Final Rule).
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The Exchange also does not believe that the proposed rule change
will impose any burden on intermarket competition that is not necessary
or appropriate in furtherance of the purposes of the Act. As previously
discussed, the Exchange operates in a highly competitive market.
Members have numerous alternative venues that they may participate on
and direct their order flow, including 17 other options exchanges and
off-exchange venues. Additionally, the Exchange represents a small
percentage of the overall market. Based on publicly available
information, no single options exchange has more than 15% of the market
share.\15\ Therefore, no exchange possesses significant pricing power
in the execution of option order flow. Indeed, participants can readily
choose to send their orders to other exchange and off-exchange venues
if they deem fee levels at those other venues to be more favorable.
Moreover, the Commission has repeatedly expressed its preference for
competition over regulatory intervention in determining prices,
products, and services in the securities markets. Specifically, 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.'' \16\ The fact
that this market is competitive has also long been recognized by the
courts. In NetCoalition v. Securities and Exchange Commission, the D.C.
Circuit stated as follows: ``[n]o one disputes that competition for
order flow is `fierce.' . . . As the SEC explained, `[i]n the U.S.
national market system, buyers and sellers of securities, and the
broker-dealers that act as their order-routing agents, have a wide
range of choices of where to route orders for execution'; [and] `no
exchange can afford to take its market share percentages for granted'
because `no exchange possesses a monopoly, regulatory or otherwise, in
the execution of order flow from broker dealers'. . . .''.\17\
Accordingly, the Exchange does not believe its proposed fee change
imposes any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.
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\15\ See Cboe Global Markets U.S. Options Monthly Market Volume
Summary (November 24, 2025), available at https://markets.cboe.com/us/options/market_statistics/.
\16\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\17\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (December 2,
2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-
21)).
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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 \18\ and paragraph (f) of Rule 19b-4 \19\
thereunder. 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.
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\18\ 15 U.S.C. 78s(b)(3)(A).
\19\ 17 CFR 240.19b-4(f).
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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
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Send an email to [email protected]. Please include
file number SR-CboeBZX-2025-155 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-CboeBZX-2025-155. 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-CboeBZX-2025-155 and should be submitted
on or before January 5, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
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\20\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-22724 Filed 12-12-25; 8:45 am]
BILLING CODE 8011-01-P