Notice2025-20386
Self-Regulatory Organizations; Cboe EDGA 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
Full Text
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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 52474-52476]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-20386]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104187; File No. SR-CboeEDGA-2025-033]
Self-Regulatory Organizations; Cboe EDGA 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 EDGA Exchange, Inc. (the ``Exchange'' or
``EDGA'') 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 EDGA Exchange, Inc. (the ``Exchange'' or ``EDGA'') proposes to
amend its Fee Schedule by eliminating the fee cap for orders yielding
fee code O. 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.
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 applicable to its
equities trading platform (``EDGA Equities'') by eliminating the fee
cap for orders yielding fee code O. 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
15% 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 $0.00270 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 standard rebate of 0.15% of
dollar value for orders that add liquidity and assesses a fee of 0.15%
of dollar value for orders that remove liquidity.\5\
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\3\ See Cboe Global Markets, U.S. Equities Market Volume
Summary, Month-to-Date (September 22, 2025), available at <a href="https://www.cboe.com/us/equities/_statistics/">https://www.cboe.com/us/equities/_statistics/</a>.
\4\ See EDGA Equities Fee Schedule, Standard Rates.
\5\ Id.
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Fee Code O
The Exchange proposes to amend footnote 2 of its Fee Schedule to
remove the $20,000 cap applicable to orders yielding fee code O.\6\
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. The Exchange is not proposing to change the rates associated
with fee code O. 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 $20,000 per month. The proposed
removal of the cap under footnote 2 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 2 (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
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made solely to comply with the Commission's Fee Transparency Final
Rule. The Exchange notes that 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 fee associated with fee code O.
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\6\ Fee code O is appended to orders routed to a listing market
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/content/?id=55963">https://www.cboe.com/notices/content/?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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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 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 that
its proposal to eliminate the 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 further believes that
its proposal is not unfairly discriminatory because the change applies
to all Members equally, in that no Member will be subject to the
$20,000 fee cap associated with fee code O. The Exchange further 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.
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 changes 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 change 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 does 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 15% of the market share.\14\ 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.'' \15\ 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' . . . .''.\16\ 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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\14\ Supra note 3.
\15\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\16\ 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 \17\ and paragraph (f) of Rule 19b-4 \18\
thereunder. At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may
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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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\17\ 15 U.S.C. 78s(b)(3)(A).
\18\ 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#1a686f767f37797577777f746e695a697f79347d756c"><span class="__cf_email__" data-cfemail="3b494e575e16585456565e554f487b485e58155c544d">[email protected]</span></a>. Please include
file number SR-CboeEDGA-2025-033 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-CboeEDGA-2025-033. 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-CboeEDGA-2025-033
and should be submitted on or before December 11, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-20386 Filed 11-19-25; 8:45 am]
BILLING CODE 8011-01-P
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