Notice2025-20385
Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Fee Schedule
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Published
November 20, 2025
Issuing agencies
Securities and Exchange Commission
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<title>Federal Register, Volume 90 Issue 222 (Thursday, November 20, 2025)</title>
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[Federal Register Volume 90, Number 222 (Thursday, November 20, 2025)]
[Notices]
[Pages 52467-52470]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-20385]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104186; File No. SR-CboeEDGX-2025-080]
Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Amend Its Fee Schedule
November 17, 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 September 30, 2025, Cboe EDGX Exchange, Inc. (the ``Exchange'' or
``EDGX'') 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 EDGX Exchange, Inc. (the ``Exchange'' or ``EDGX'') proposes to
amend its Fee Schedule by: (i) eliminating the fee cap for orders
yielding fee code O; and (ii) introducing a new Routing Tier. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>), the
Exchange's website (<a href="https://www.cboe.com/us/equities/regulation/rule_filings/bzx/">https://www.cboe.com/us/equities/regulation/rule_filings/bzx/</a>), 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.
[[Page 52468]]
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 by: (i) eliminating
the fee cap for orders yielding fee code O; and (ii) introducing a new
Routing Tier. The Exchange proposes to implement these changes
effective October 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 16 registered equities exchanges, as well as a
number of alternative trading systems and other off-exchange venues
that do not have similar self-regulatory responsibilities under the
Securities Exchange Act of 1934 (the ``Act''), to which market
participants may direct their order flow. Based on publicly available
information,\3\ no single registered equities exchange has more than
14% of the market share. Thus, in such a low-concentrated and highly
competitive market, no single equities exchange possesses significant
pricing power in the execution of order flow. The Exchange in
particular operates a ``Maker-Taker'' model whereby it pays rebates to
members that add liquidity and assesses fees to those that remove
liquidity. The Exchange's Fee Schedule sets forth the standard rebates
and rates applied per share for orders that provide and remove
liquidity, respectively. Currently, for orders in securities priced at
or above $1.00, the Exchange provides a standard rebate of $0.00160 per
share for orders that add liquidity and assesses a fee of $0.0030 per
share for orders that remove liquidity.\4\ For orders in securities
priced below $1.00, the Exchange provides a rebate of $0.00003 per
share for orders that add liquidity and assesses a fee of 0.30% of the
total dollar value for orders that remove liquidity.\5\ 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.
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\3\ See Cboe Global Markets, U.S. Equities Market Volume
Summary, Month-to-Date (September 19, 2025), available at <a href="https://www.cboe.com/us/equities/_statistics/">https://www.cboe.com/us/equities/_statistics/</a>.
\4\ See EDGX Equities Fee Schedule, Standard Rates.
\5\ Id.
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Fee Code O and Routing Tier
The Exchange proposes to amend footnote 5 of its Fee Schedule to
remove the $35,000 cap applicable to orders yielding fee code O \6\ and
introduce a new Routing Tier. Currently, orders appended with fee code
O are charged a fee of $0.00100 per share for orders in securities
priced at or above $1.00 and $0.30% of the transaction dollar value for
securities priced below $1.00. When the Exchange routes to a listing
exchange's opening or re-opening cross, such as the Nasdaq Stock Market
LLC (``Nasdaq''), the Exchange passes through the tier saving that Bats
Trading, Inc. (``Bats Trading''), the Exchange's routing broker-dealer,
achieves on an away exchange to its Members. This tier savings takes
the form of a cap of a Member's fees at $35,000 per month. The proposed
removal of the cap under footnote 5 is for business and competitive
reasons as the Exchange will no longer be able to support such a fee
cap when its Fee Schedule must comply with the Securities and Exchange
Commission's (the ``SEC'' or ``Commission'') final rule regarding the
transparency of better priced orders, which ``prohibits a national
securities exchange from imposing . . . any fee or fees, or providing .
. . any rebate or other remuneration. . .for the execution of an order
in an NMS stock unless such fee, rebate or other remuneration can be
determined by the market participant at the time of execution.''.\7\
The Exchange has previously announced that effective November 3, 2025,
it will transition to a billing methodology where tiers are determined
based on the prior month's trading activity.\8\ The Exchange notes that
the purpose of fee code O is to recoup costs incurred by the Exchange
when routing orders to other listing markets on behalf of Exchange
Members. While footnote 5 (associated with fee code O) is a fee cap and
not a tier as described in the Exchange's customer notice, the Exchange
cannot impose the fee cap incurred in the current month as the fee cap
cannot be determined by the Member at the time of execution.\9\ This
change is being made solely to comply with the Commission's Fee
Transparency Final Rule.
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\6\ Fee code O is appended to orders that are routed to a
listing market's opening or re-opening cross.
\7\ See Securities Exchange Act Release No. 34-101070 (September
18, 2024), 89 FR 81620 (October 8, 2024), File No. S7-30-22 (``Fee
Transparency Final Rule'') at 81663.
\8\ See ``Cboe Equities Supports SEC Transparency of Fee
Requirements'' (last accessed September 25, 2025); available at:
<a href="https://www.cboe.com/notices//?id=55963">https://www.cboe.com/notices//?id=55963</a>.
\9\ See, e.g., Nasdaq Price List, Nasdaq Crossing Network,
Execution Fees for the NASDAQ Opening Cross. Each firm's Opening
Cross charges (in securities priced at or above $1.00) from Market-
On-Open (MOO) and Limit-On-Open (LOO) orders will be capped at
$35,000 per month, provided that firm adds one million shares of
liquidity, on average, during the month.
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In addition to removing the current $35,000 cap under footnote 5,
the Exchange also proposes to introduce a new Routing Tier that will
assess a reduced fee for orders yielding fee code O where a Member
achieves a certain routable volume in securities priced at or above
$1.00. The proposed criteria is as follows:
<bullet> The Routing Tier assesses a reduced fee of $0.00085 per
share in securities priced at or above $1.00 to qualifying orders
(i.e., orders yielding fee code O) where a Member has an opening routed
shares ADV (yielding fee code O) of 1,750,000.
The proposed addition of the Routing Tier is intended to provide an
opportunity for Members to receive discounted fees on their routable
orders submitted to the Exchange. The Exchange notes that the purpose
of the proposed Routing Tier is to recoup costs incurred by the
Exchange when routing orders to other listing markets on behalf of
Exchange Members, however, should a Member satisfy the proposed
criteria they will incur a discounted fee for its routed orders.
Routing services offered by the Exchange are completely optional and
market participants can readily select between various providers of
routing services, including other exchanges and broker-dealers.
Further, the Exchange notes that Members may elect to mark their orders
as non-routable to avoid incurring any routing fees, including the
discounted fee under the proposed Routing Tier.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
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
[[Page 52469]]
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 as well as Section 6(b)(4) \13\ as it is designed to 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 described above, the Exchange 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. The Exchange believes its
proposal to introduce a new Routing Tier reflects a competitive pricing
structure designed to incentivize market participants to direct their
routable order flow in securities priced at or above $1.00 to the
Exchange, which the Exchange believes would enhance market quality to
the benefit of all Members. Specifically, the Exchange's proposal to
introduce a Routing Tier is not a significant departure from existing
criteria, is reasonably correlated to discounted fees offered by the
Exchange and other competing exchanges,\14\ and will continue to
incentivize Members to submit order flow to the Exchange. Additionally,
the Exchange notes that similar incentives and discounts have been
adopted by exchanges,\15\ including the Exchange,\16\ because they are
reasonable, equitable, and non-discriminatory because they are open to
all Members on an equal basis and provide additional benefits or
discounts that are reasonably related to (i) the value to an exchange's
market quality and (ii) associated higher levels of market activity,
such as higher levels of liquidity provision and/or growth patterns.
Competing equity exchanges offer similar tiered pricing structures,
including schedules or rebates and fees that apply based upon members
achieving certain volume and/or growth thresholds, as well assess
similar fees or rebates for similar types of orders, to that of the
Exchange.
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\14\ See e.g., EDGX Equities Fee Schedule, Footnote 1, Add/
Remove Volume Tiers. EDGX provides discounted fees under its Remove
Volume Tiers for Members that achieve certain volume-based criteria.
\15\ See, e.g., Nasdaq Price List, Route Rates, RFTY Strategies.
Nasdaq's RFTY Strategies range from free to $0.0025.
\16\ See e.g., EDGX Equities Fee Schedule, Footnote 1, Add/
Remove Volume Tiers.
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In particular, the Exchange believes its proposal to introduce the
Routing Tier is reasonable because the proposed tier will be available
to all Members and provide all Members with an opportunity to receive a
discounted fee on their routable orders in securities priced at or
above $1.00. The Exchange further believes its proposal to introduce
the Routing Tier will provide a reasonable means to encourage Members
to submit routable order flow in securities priced at or above $1.00 to
the Exchange by offering them an opportunity to receive a discounted
fee on qualifying orders. An overall increase in activity would deepen
the Exchange's liquidity pool, offer additional cost savings, support
the quality of price discovery, promote market transparency and improve
market quality, for all investors.
The Exchange believes that its proposal to introduce the Routing
Tier is reasonable as the proposed criteria does not represent a
significant departure from the criteria currently offered in the Fee
Schedule. The Exchange also believes that the proposal represents an
equitable allocation of fees and rebates and is not unfairly
discriminatory because all Members will be eligible for the proposed
Routing Tier and have the opportunity to meet the tier's criteria and
receive the corresponding discounted fee if such criteria is met.
Without having a view of activity on other markets and off-exchange
venues, the Exchange has no way of knowing whether this proposed rule
change would definitely result in any Members qualifying for the
proposed Routing Tier. While the Exchange has no way of predicting with
certainty how the proposed changes will impact Member activity, based
on the prior month's volume the Exchange anticipates that at least one
Member will be able to satisfy the proposed Routing Tier. The Exchange
also notes that the proposed changes will not adversely impact any
Member's ability to qualify for enhanced rebates or discounted fees
offered under other tiers. Should a Member not meet the proposed new
criteria, the member will merely not receive that corresponding
discounted fee. The Exchange notes that routing services offered by the
Exchange are completely optional and Members can readily select between
various providers of routing services, including other exchanges and
broker-dealers if the Members disagree with the Exchange's Fee
Schedule.
Similarly, the Exchange believes its proposal to remove the $35,000
fee cap associated with fee code O is reasonable, equitable, and
consistent with the Act because such change is required in order to
comply with the Commission's Fee Transparency Final Rule where a Member
must be able to determine an applicable fee or rebate at the time of
execution. The Exchange's proposal to remove the $35,000 fee cap is
also not unfairly discriminatory because it applies to all Members
equally, in that no Member will be subject to the fee cap.
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. Rather, as discussed above,
the Exchange believes that the proposed change would encourage the
submission of additional order flow to a public exchange, thereby
promoting market depth, execution incentives and enhanced execution
opportunities, as well as price discovery and transparency for all
Members. As a result, the Exchange believes that the proposed changes
further 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.''
The Exchange believes the proposed rule changes do not impose any
burden on intramarket competition that is not necessary or appropriate
in furtherance of the purposes of the Act. Particularly, the proposed
change to introduce a new Routing Tier does not impose an unnecessary
burden as all Members are eligible to receive the discounted fee under
the proposed Routing Tier. The Exchange does not believe the proposed
changes burden competition, but rather, enhances competition as it is
intended to increase the competitiveness of EDGX by amending existing
pricing incentives in order to attract order flow and incentivize
participants to increase their participation on the Exchange, providing
for additional execution opportunities for market participants and
improved price transparency. Greater overall order flow, trading
opportunities, and pricing transparency benefits all market
participants on the Exchange by enhancing market quality and continuing
to encourage Members
[[Page 52470]]
to send orders, thereby contributing towards a robust and well-balanced
market ecosystem.
The Exchange believes the proposed change to eliminate the fee cap
associated with fee code O under footnote 5 does not impose any burden
on intramarket competition that is not necessary or appropriate in
furtherance of the purposes of the Act. Particularly, the proposed
elimination of the fee cap associated with fee code O is not being made
for competitive reasons, but rather to comply with the Commission's Fee
Transparency Final Rule.
Next, the Exchange believes the proposed rule changes do not 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 other equities exchanges, off-
exchange venues, and alternative trading systems. Additionally, the
Exchange represents a small percentage of the overall market. Based on
publicly available information, no single equities exchange has more
than 14% of the market share.\17\ Therefore, no exchange possesses
significant pricing power in the execution of 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.'' \18\ 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'. . . .''.\19\ 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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\17\ Supra note 3.
\18\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\19\ 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 \20\ and paragraph (f) of Rule 19b-4 \21\
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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\20\ 15 U.S.C. 78s(b)(3)(A).
\21\ 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
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#dba9aeb7bef6b8b4b6b6beb5afa89ba8beb8f5bcb4ad"><span class="__cf_email__" data-cfemail="8af8ffe6efa7e9e5e7e7efe4fef9caf9efe9a4ede5fc">[email protected]</span></a>. Please include
file number SR-CboeEDGX-2025-080 on the subject line.
Paper Comments
<bullet> 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-CboeEDGX-2025-080. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). 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-CboeEDGX-2025-080 and should be
submitted on or before December 11, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\22\
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\22\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-20385 Filed 11-19-25; 8:45 am]
BILLING CODE 8011-01-P
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