Notice2025-20529
Self-Regulatory Organizations: Notice of Filing and Immediate Effectiveness of a Proposed Rule Change by MIAX PEARL, LLC To Amend the MIAX Pearl Equities Fee Schedule
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
November 21, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 90 Issue 223 (Friday, November 21, 2025)</title>
</head>
<body><pre>
[Federal Register Volume 90, Number 223 (Friday, November 21, 2025)]
[Notices]
[Pages 52765-52774]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-20529]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104208; File No. SR-PEARL-2025-46)]
Self-Regulatory Organizations: Notice of Filing and Immediate
Effectiveness of a Proposed Rule Change by MIAX PEARL, LLC To Amend the
MIAX Pearl Equities Fee Schedule
November 18, 2025.
Pursuant to the provisions of 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, MIAX PEARL, LLC (``MIAX
Pearl'' or ``Exchange'') filed with the Securities and Exchange
Commission (``Commission'') a 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
The Exchange proposes to amend the fee schedule (the ``Fee
Schedule'') applicable to MIAX Pearl Equities, an equities trading
facility of the Exchange, to amend the following: (i) the standard
rebate for executions of orders in securities priced at or above $1.00
per share that add displayed liquidity to the Exchange and update the
corresponding Liquidity Indicator Codes; (ii) the standard rebate for
executions of orders in securities priced at or above $1.00 per share
that add non-displayed liquidity to the Exchange and update the
corresponding Liquidity Indicator Codes; (iii) the standard fee for
executions of orders in securities priced at or above $1.00 per share
that remove liquidity from the Exchange and update the corresponding
Liquidity Indicator Codes; (iv) the NBBO Setter Plus Table (described
below) to amend certain volume thresholds and the standard and enhanced
rebates for executions of orders in securities priced at or above $1.00
per share that add displayed liquidity to the Exchange; (v) the NBBO
Setter Additive Rebate under the NBBO Setter Plus Program (described
below); and (vi) Note 3 of the NBBO Setter Plus Table.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://www.miaxglobal.com/markets/us-options/pearl-options/rule-filings">https://www.miaxglobal.com/markets/us-options/pearl-options/rule-filings</a> and at MIAX Pearl's principal office.
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 amend the Fee Schedule to amend the
following: (i) the standard rebate \3\ for executions of orders in
securities priced at or above $1.00 per share that add displayed
liquidity to the Exchange (``Added Displayed Volume'') across all Tapes
and update the corresponding Liquidity Indicator Codes \4\; (ii) the
standard rebate for executions of orders in securities priced at or
above $1.00 per share that add non-displayed liquidity to the Exchange
(``Added Non-Displayed Volume'') and update the corresponding Liquidity
Indicator Codes; (iii) the standard fee for executions of orders in
securities priced at or above $1.00 per share that remove liquidity
from the Exchange and update the corresponding Liquidity Indicator
Codes; (iv) the NBBO Setter Plus Table \5\ to amend certain volume
thresholds and the standard and enhanced rebates for executions of
orders in securities priced at or above $1.00 per share that add
displayed liquidity to the Exchange; (v) the NBBO Setter Additive
Rebate under the NBBO Setter Plus Program (referred to herein as the
``NBBO Program''); and (vi) Note 3 of the NBBO Setter Plus Table.
---------------------------------------------------------------------------
\3\ The Exchange notes that rebates are indicated by parentheses
in the Fee Schedule. See the General Notes section of the Fee
Schedule.
\4\ See, generally, Fee Schedule, Section (1)(b).
\5\ See, generally, Fee Schedule, Section (1)(c).
---------------------------------------------------------------------------
Proposal To Amend Standard Rebate for Added Displayed Volume
The Exchange proposes to amend Section 1)a) of the Fee Schedule to
amend the standard rebate for executions of orders in securities priced
[[Page 52766]]
at or above $1.00 per share that add displayed liquidity to the
Exchange across all Tapes in all trading sessions. Currently, the
Exchange provides a standard rebate of ($0.0018) per share for
executions of orders in securities priced at or above $1.00 per share
that add displayed liquidity to the Exchange across all Tapes in all
trading sessions.\6\ The Liquidity Indicator Codes applicable to this
rebate are as follows: AA, EA, FA, AB, EB, FB, AC, EC, and FC.\7\
---------------------------------------------------------------------------
\6\ See Fee Schedule, Section (1)(a).
\7\ See Fee Schedule, Sections (1)(a)-(b).
---------------------------------------------------------------------------
The Exchange now proposes to reduce the standard rebate from
($0.0018) to ($0.0016) per share for executions of orders in securities
priced at or above $1.00 per share that add displayed liquidity to the
Exchange across all Tapes in all trading sessions. The purpose of this
proposed change is for business and competitive reasons. The Exchange
notes that despite the change proposed herein, the Exchange's proposed
standard rebate of ($0.0016) per share for executions of orders in
securities priced at or above $1.00 per share that add displayed
liquidity to the Exchange remains competitive with the standard rebate
for executions of orders in securities priced at or above $1.00 per
share for Added Displayed Volume that is provided by other equity
exchanges.\8\
---------------------------------------------------------------------------
\8\ See, e.g., MEMX LLC (``MEMX'') Equities Fee Schedule,
Transaction Fees (providing standard rebate of $0.0015 per share for
executions of orders in securities priced at or above $1.00 per
share for added displayed volume); and Cboe EDGX Exchange, Inc.
(``EDGX''), Equities Fee Schedule, Standard Rates (providing
standard rebate of $0.0016 per share for executions of orders in
securities priced at or above $1.00 per share that add liquidity).
---------------------------------------------------------------------------
Proposal To Amend Standard Rebate for Added Non-Displayed Volume
The Exchange proposes to amend Section 1)a) of the Fee Schedule to
amend the standard rebate for executions of orders in securities priced
at or above $1.00 per share that add non-displayed liquidity to the
Exchange across all Tapes in all trading sessions. Currently, the
Exchange provides a standard rebate of ($0.00205) per share for
executions of orders in securities priced at or above $1.00 per share
that add non-displayed liquidity to the Exchange across all Tapes in
all trading sessions.\9\ The Liquidity Indicator Codes applicable to
this rebate are as follows: Aa, Ea, Fa, Ab, Eb, Fb, Ac, Ec, Fc, Ap, Ep,
Fp, Ar, Er, and Fr.\10\
---------------------------------------------------------------------------
\9\ See Fee Schedule, Section 1)a).
\10\ See Fee Schedule, Sections 1)a)-b).
---------------------------------------------------------------------------
The Exchange now proposes to reduce the standard rebate from
($0.00205) to ($0.00200) per share for executions of orders in
securities priced at or above $1.00 per share that add non-displayed
liquidity to the Exchange across all Tapes in all trading sessions. The
purpose of this proposed change is for business and competitive
reasons. The Exchange notes that despite the change proposed herein,
the Exchange's proposed standard rebate of ($0.00200) per share for
executions of orders in securities priced at or above $1.00 per share
that add non-displayed liquidity to the Exchange remains competitive
with the standard rebate for executions of orders in securities priced
at or above $1.00 per share for Added Non-Displayed Volume that is
provided by at least one other equity exchange.\11\
---------------------------------------------------------------------------
\11\ See, e.g., NYSE Arca, Inc. (``NYSE Arca'') Equities Fees
and Charges, Section VII, page 9 (providing rebates ranging from
$0.0004 up to $0.0020 per share for non-displayed orders adding
liquidity across all tapes).
---------------------------------------------------------------------------
Proposal To Amend Standard Fee for Removed Volume
The Exchange proposes to amend Section 1)a) of the Fee Schedule to
amend the standard fee for executions of orders in securities priced at
or above $1.00 per share that remove liquidity from the Exchange across
all Tapes in all trading sessions. Currently, the Exchange assesses a
standard fee of $0.00295 per share for executions of orders in
securities priced at or above $1.00 per share that remove liquidity
from the Exchange across all Tapes in all trading sessions.\12\ The
Liquidity Indicator Codes applicable to this fee are as follows: RA,
eA, fA, Ra, ea, fa, RB, eB, fB, Rb, eb, fb, RC, eC, fC, Rc, ec, fc, Rp,
ep, fp, RR, eR, fR, Rr, er, fr, RT, eT, fT, Rt, et, and ft.\13\
---------------------------------------------------------------------------
\12\ See Fee Schedule, Section 1)a).
\13\ See Fee Schedule, Sections 1)a)-b).
---------------------------------------------------------------------------
The Exchange now proposes to increase the standard fee from
$0.00295 to $0.00300 per share for executions of orders in securities
priced at or above $1.00 per share that remove liquidity from the
Exchange across all Tapes in all trading sessions. The purpose of this
proposed change is for business and competitive reasons. The Exchange
notes that despite the change proposed herein, the Exchange's proposed
standard fee of $0.00300 per share for executions of orders in
securities priced at or above $1.00 per share that remove liquidity
from the Exchange remains competitive with the standard fee for
executions of orders in securities priced at or above $1.00 per share
for removed volume that is charged by other equity exchanges.\14\
---------------------------------------------------------------------------
\14\ See, e.g., MEMX Equities Fee Schedule, Transaction Fees
(providing standard fee of $0.0030 per share for executions of
orders in securities priced at or above $1.00 per share for removed
volume); EDGX Equities Fee Schedule, Standard Rates (providing
standard fee of $0.0030 per share for executions of orders in
securities priced at or above $1.00 per share that removes
liquidity).
---------------------------------------------------------------------------
Proposal To Make Corresponding Changes to Liquidity Indicator Codes
Next, the Exchange proposes to amend Section 1)b) of the Fee
Schedule to make the corresponding changes to the Liquidity Indicator
Codes that are impacted as a result of the Exchange's proposal to amend
the standard rebate for executions of orders in securities priced at or
above $1.00 per share that add displayed liquidity to the Exchange
across all Tapes in all trading sessions. In particular, the Exchange
proposes to amend the table of Liquidity Indicator Codes and Associated
Fees to update the rebate from ($0.0018) to ($0.0016) that is
associated with Liquidity Indicator Codes AA, EA, FA, AB, EB, FB, AC,
EC, and FC.
In addition, the Exchange proposes to amend Section 1)b) of the Fee
Schedule to make the corresponding changes to the Liquidity Indicator
Codes that are impacted as a result of the Exchange's proposal to amend
the standard rebate for executions of orders in securities priced at or
above $1.00 per share that add non-displayed liquidity to the Exchange
across all Tapes in all trading sessions. In particular, the Exchange
proposes to amend the table of Liquidity Indicator Codes and Associated
Fees to update the rebate from ($0.00205) to ($0.00200) that is
associated with Liquidity Indicator Codes Aa, Ea, Fa, Ab, Eb, Fb, Ac,
Ec, Fc, Ap, Ep, Fp, Ar, Er, and Fr.
The Exchange also proposes to amend Section 1)b) of the Fee
Schedule to make the corresponding changes to the Liquidity Indicator
Codes that are impacted as a result of the Exchange's proposal to amend
the standard fee for executions of orders in securities priced at or
above $1.00 per share that remove liquidity from the Exchange across
all Tapes in all trading sessions. In particular, the Exchange proposes
to amend the table of Liquidity Indicator Codes and Associated Fees to
update the fee from $0.00295 to $0.00300 that is associated with
Liquidity Indicator Codes RA, eA, fA, Ra, ea, fa, RB, eB, fB, Rb, eb,
fb, RC, eC, fC, Rc, ec, fc, Rp, ep, fp, RR, eR, fR, Rr, er, fr, RT, eT,
fT, Rt, et, and ft.
The purpose of amending the table of Liquidity Indicator Codes and
Associated Fees is to provide Equity Members \15\ increased clarity as
to the amended rebates and fees that will be
[[Page 52767]]
applied to these particular executions in light of the Exchange's
proposed changes to the standard rebates and fees in Section 1)a) of
the Fee Schedule, described above.
---------------------------------------------------------------------------
\15\ The term ``Equity Member'' is a Member authorized by the
Exchange to transact business on MIAX Pearl Equities. See Exchange
Rule 1901.
---------------------------------------------------------------------------
Proposal To Amend Certain Volume Thresholds and Rebates for the NBBO
Program
The NBBO Program was implemented beginning September 1, 2023 and
subsequently amended several times.\16\ In general, the NBBO Program
provides enhanced rebates for Equity Members that add displayed
liquidity in securities priced at or above $1.00 per share in all Tapes
based on increasing volume thresholds and increasing market quality
levels (described below).\17\
---------------------------------------------------------------------------
\16\ See, e.g., Securities Exchange Act Release Nos. 98472
(September 21, 2023), 88 FR 66533 (September 27, 2023) (SR-PEARL-
2023-45); 99318 (January 11, 2024), 89 FR 3488 (January 18, 2024)
(SR-PEARL-2023-73); 99695 (March 8, 2024), 89 FR 18694 (March 14,
2024) (SR-PEARL-2024-11); 99982 (April 17, 2024), 79 FR 30408 (April
23, 2024) (SR-PEARL-2024-18); 100338 (June 14, 2024), 89 FR 52141
(June 21, 2024) (SR-PEARL-2024-26); 100491 (July 10, 2024) 89 FR
57974 (July 16, 2024) (SR-PEARL-2024-28); 101100 (September 19,
2024), 89 FR 78359 (September 25, 2024) (SR-PEARL-2024-41); 101611
(November 13, 2024), 89 FR 91455 (November 19, 2024) (SR-PEARL-2024-
50); 102448 (February 19, 2025), 90 FR 10676 (February 25, 2025)
(SR-PEARL-2025-05); 103234 (June 11, 2025), 90 FR 25699 (June 17,
2025) (SR-PEARL-2025-28); 103645 (August 6, 2025), and 90 FR 38677
(August 11, 2025) (SR-PEARL-2025-38).
\17\ The NBBO Program provides the following additional
incentives that Equity Members may achieve: (1) an NBBO Setter
Additive Rebate; and (2) an NBBO First Joiner Additive Rebate. The
NBBO Setter Additive Rebate is an additive rebate of ($0.0003) per
share for executions of orders in securities priced at or above
$1.00 per share that set the NBB or NBO on MIAX Pearl Equities with
a minimum size of a round lot. The Exchange proposes to amend the
NBBO Setter Additive Rebate, which is described in further detail
below. Equity Members must also execute at least 0.015% of NBBO Set
Volume as a percentage of TCV during the relevant month to qualify
for this additive rebate. See Fee Schedule, Section 1)c). ``NBBO Set
Volume'' means the ADAV in all securities of an Equity Member that
sets the NBB or NBO on MIAX Pearl Equities. See id. ``TCV'' means
total consolidated volume calculated as the volume in shares
reported by all exchanges and reporting facilities to a consolidated
transaction reporting plan for the month for which the fees apply.
Id. The Exchange does not propose to amend the NBBO First Joiner
Additive Rebate, which is an additive rebate of ($0.0001) per share
for executions of orders in securities priced at or above $1.00 per
share that bring MIAX Pearl Equities to the established NBB or NBO
with a minimum size of a round lot. See Fee Schedule, Section 1)c).
Equity Members must also execute at least 0.015% of NBBO Set Volume
as a percentage of TCV during the relevant month to qualify for this
additive rebate. See id.
---------------------------------------------------------------------------
Pursuant to the NBBO Setter Plus Table in Section 1)c) of the Fee
Schedule, the NBBO Program provides six volume tiers enhanced by three
market quality levels to provide increasing rebates in this segment.
The six volume tiers are achievable by greater volume from the best of
four alternative methods. The three market quality levels are
achievable by greater NBBO participation in a minimum number of
specific securities (described below).
MIAX Pearl Equities first determines the applicable NBBO Program
tier based on four different volume calculation methods. The four
volume-based methods to determine the Equity Member's tier for purposes
of the NBBO Program are calculated in parallel in each month, and each
Equity Member receives the highest tier achieved from any of the four
methods each month. All four volume calculation methods are based on an
Equity Member's respective ADAV, NBBO Set Volume, or ADV, each as a
percent of industry TCV as the denominator.\18\
---------------------------------------------------------------------------
\18\ ``ADAV'' means average daily added volume calculated as the
number of shares added per day and ``ADV'' means average daily
volume calculated as the number of shares added or removed,
combined, per day. ADAV and ADV are calculated on a monthly basis.
See the Definitions Section of the Fee Schedule.
---------------------------------------------------------------------------
Under volume calculation Method 1, the Exchange provides tiered
rebates based on an Equity Member's ADAV as a percentage of TCV. An
Equity Member qualifies for the base rebates in Tier 1 for executions
of orders in securities priced at or above $1.00 per share for Added
Displayed Volume across all Tapes by achieving an ADAV of at least
0.00% and less than 0.035% of TCV. An Equity Member qualifies for the
enhanced rebates in Tier 2 for executions of orders in securities
priced at or above $1.00 per share for Added Displayed Volume across
all Tapes by achieving an ADAV of at least 0.035% and less than 0.05%
of TCV. An Equity Member qualifies for the enhanced rebates in Tier 3
for executions of orders in securities priced at or above $1.00 per
share for Added Displayed Volume across all Tapes by achieving an ADAV
of at least 0.05% and less than 0.08% of TCV. An Equity Member
qualifies for the enhanced rebates in Tier 4 for executions of orders
in securities priced at or above $1.00 per share for Added Displayed
Volume across all Tapes by achieving an ADAV of at least 0.08% and less
than 0.20% of TCV. An Equity Member qualifies for the enhanced rebates
in Tier 5 for executions of orders in securities priced at or above
$1.00 per share for Added Displayed Volume across all Tapes by
achieving an ADAV of at least 0.20% and less than 0.40% of TCV.
Finally, an Equity Member qualifies for the enhanced rebates in Tier 6
for executions of orders in securities priced at or above $1.00 per
share for Added Displayed Volume across all Tapes by achieving an ADAV
of at least 0.40% of TCV.
Under volume calculation Method 2, the Exchange provides tiered
rebates based on an Equity Member's NBBO Set Volume as a percentage of
TCV. Under volume calculation Method 2, an Equity Member qualifies for
the base rebates in Tier 1 for executions of orders in securities
priced at or above $1.00 per share for Added Displayed Volume across
all Tapes by achieving an NBBO Set Volume of at least 0.00% and less
than 0.01% of TCV. An Equity Member qualifies for the enhanced rebates
in Tier 2 for executions of orders in securities priced at or above
$1.00 per share for Added Displayed Volume across all Tapes by
achieving an NBBO Set Volume of at least 0.01% and less than 0.015% of
TCV. An Equity Member qualifies for the enhanced rebates in Tier 3 for
executions of orders in securities priced at or above $1.00 per share
for Added Displayed Volume across all Tapes by achieving an NBBO Set
Volume of at least 0.015% and less than 0.02% of TCV. An Equity Member
qualifies for the enhanced rebates in Tier 4 for executions of orders
in securities priced at or above $1.00 per share for Added Displayed
Volume across all Tapes by achieving an NBBO Set Volume of at least
0.02% and less than 0.03% of TCV. An Equity Member qualifies for the
enhanced rebates in Tier 5 for executions of orders in securities
priced at or above $1.00 per share for Added Displayed Volume across
all Tapes by achieving an NBBO Set Volume of at least 0.03% and less
than 0.08% of TCV. Finally, an Equity Member qualifies for the enhanced
rebates in Tier 6 for executions of orders in securities priced at or
above $1.00 per share for Added Displayed Volume across all Tapes by
achieving an NBBO Set Volume of at least 0.08% of TCV.
Under volume calculation Method 3, the Exchange provides tiered
rebates based on an Equity Member's ADV as a percentage of TCV. An
Equity Member qualifies for the base rebates in Tier 1 for executions
of orders in securities priced at or above $1.00 per share for Added
Displayed Volume across all Tapes by achieving an ADV of at least 0.00%
and less than 0.15% of TCV. An Equity Member qualifies for the enhanced
rebates in Tier 2 for executions of orders in securities priced at or
above $1.00 per share for Added Displayed Volume across all Tapes by
achieving an ADV of at least 0.15% and less than 0.18% of TCV. An
Equity Member qualifies for the enhanced rebates in Tier 3 for
executions of orders
[[Page 52768]]
in securities priced at or above $1.00 per share for Added Displayed
Volume across all Tapes by achieving an ADV of at least 0.18% and less
than 0.20% of TCV. An Equity Member qualifies for the enhanced rebates
in Tier 4 for executions of orders in securities priced at or above
$1.00 per share for Added Displayed Volume across all Tapes by
achieving an ADV of at least 0.20% and less than 0.60% of TCV. An
Equity Member qualifies for the enhanced rebates in Tier 5 for
executions of orders in securities priced at or above $1.00 per share
for Added Displayed Volume across all Tapes by achieving an ADV of at
least 0.60% and less than 1.00% of TCV. Finally, an Equity Member
qualifies for the enhanced rebates in Tier 6 for executions of orders
in securities priced at or above $1.00 per share for Added Displayed
Volume across all Tapes by achieving an ADV of at least 1.00% of TCV.
Under volume calculation Method 4, the Exchange provides tiered
rebates based on an Equity Member's ADAV as a percentage of TCV,
excluding sub-dollar volume in the calculation. An Equity Member
qualifies for the base rebates in Tier 1 for executions of orders in
securities priced at or above $1.00 per share for Added Displayed
Volume (excluding sub-dollar securities) across all Tapes by achieving
an ADAV of at least 0.00% and less than 0.035% of TCV. An Equity Member
qualifies for the enhanced rebates in Tier 2 for executions of orders
in securities priced at or above $1.00 per share for Added Displayed
Volume (excluding sub-dollar securities) across all Tapes by achieving
an ADAV of at least 0.035% and less than 0.05% of TCV. An Equity Member
qualifies for the enhanced rebates in Tier 3 for executions of orders
in securities priced at or above $1.00 per share for Added Displayed
Volume (excluding sub-dollar securities) across all Tapes by achieving
an ADAV of at least 0.05% and less than 0.08% of TCV. An Equity Member
qualifies for the enhanced rebates in Tier 4 for executions of orders
in securities priced at or above $1.00 per share for Added Displayed
Volume (excluding sub-dollar securities) across all Tapes by achieving
an ADAV of at least 0.08% and less than 0.20% of TCV. An Equity Member
qualifies for the enhanced rebates in Tier 5 for executions of orders
in securities priced at or above $1.00 per share for Added Displayed
Volume (excluding sub-dollar securities) across all Tapes by achieving
an ADAV of at least 0.20% and less than 0.40% of TCV. Finally, an
Equity Member qualifies for the enhanced rebates in Tier 6 for
executions of orders in securities priced at or above $1.00 per share
for Added Displayed Volume (excluding sub-dollar securities) across all
Tapes by achieving an ADAV of at least 0.40% of TCV.
After the volume calculation is performed to determine highest tier
achieved by the Equity Member, the applicable rebate is calculated
based on two different measurements based on the Equity Member's
participation at the NBBO on the Exchange in certain securities
(referenced below).
The Exchange provides one column of base rebates (referred to in
the NBBO Setter Plus Table as ``Level A'') and two columns of enhanced
rebates (referred to in the NBBO Setter Plus Table as ``Level B'' and
``Level C''),\19\ depending on the Equity Member's Percent Time at NBBO
\20\ on MIAX Pearl Equities in a certain amount of specified securities
(``Market Quality Securities'' or ``MQ Securities'').\21\ The NBBO
Setter Plus Table specifies the percentage of time that the Equity
Member must be at the NBB or NBO on MIAX Pearl Equities in at least 200
symbols out of the full list of 1,000 MQ Securities (which symbols may
vary from time to time based on market conditions). The list of MQ
Securities is generally based on the top multi-listed 1,000 symbols by
ADV across all U.S. securities exchanges. The list of MQ Securities is
updated monthly by the Exchange and published on the Exchange's
website.\22\
---------------------------------------------------------------------------
\19\ For the purpose of determining qualification for the
rebates described in all Levels of the Market Quality Tier columns
in the NBBO Setter Plus Table, the Exchange will exclude from its
calculation: (1) any trading day that the Exchange's system
experiences a disruption that lasts for more than 60 minutes during
regular trading hours; (2) any day with a scheduled early market
close; (3) the ``Russell Reconstitution Day'' (typically the last
Friday in June); (4) any day that the MSCI Equities Indexes are
rebalanced (i.e., on a quarterly basis); and (5) any day that the
S&P 400, S&P 500, and S&P 600 Indexes are rebalanced (i.e., on a
quarterly basis). See the General Notes section of the Fee Schedule.
\20\ ``Percent Time at NBBO'' means the aggregate of the
percentage of time during regular trading hours where a Member has a
displayed order of at least one round lot at the national best bid
(``NBB'') or national best offer (``NBO''). For the avoidance of
doubt, only orders that are at the NBB or NBO during the Regular
Trading Session count towards the Percent Time at NBBO calculation.
See the Definitions section of the Fee Schedule. The term ``Regular
Trading Session'' shall mean the time between the completion of the
Opening Process or Contingent Open as defined in Exchange Rule 2615
and 4:00 p.m. Eastern Time. See Exchange Rule 1901.
\21\ ``Market Quality Securities'' or ``MQ Securities'' shall
mean a list of securities designated as such, that are used for the
purposes of qualifying for the rebates described in Level B and
Level C of the Market Quality Tier columns in the NBBO Setter Plus
Program. The universe of these securities will be determined by the
Exchange and published on the Exchange's website. See the
Definitions section of the Fee Schedule.
\22\ See e.g, MIAX Pearl Equities Exchange--Market Quality
Securities (MQ Securities) List, available at <a href="https://www.miaxglobal.com/markets/us-equities/pearl-equities/fees">https://www.miaxglobal.com/markets/us-equities/pearl-equities/fees</a> (last
visited September 24, 2025).
---------------------------------------------------------------------------
The base rebates (``Level A'') are as follows: ($0.00180) per share
in Tier 1; ($0.00275) per share in Tier 2; ($0.00285) per share in Tier
3; ($0.00295) per share in Tier 4; ($0.00320) per share in Tier 5; and
($0.00325) per share in Tier 6. Under Level B, the Exchange provides
enhanced rebates for executions of orders in securities priced at or
above $1.00 per share for Added Displayed Volume across all Tapes if
the Equity Member's Percent Time at NBBO is at least 25% and less than
50% in at least 200 MQ Securities per trading day during the month. The
Level B rebates are as follows: ($0.00210) per share in Tier 1;
($0.00280) per share in Tier 2; ($0.00290) per share in Tier 3;
($0.00300) per share in Tier 4; ($0.00325) per share in Tier 5; and
($0.00330) per share in Tier 6. Under Level C, the Exchange provides
enhanced rebates for executions of orders in securities priced at or
above $1.00 per share for Added Displayed Volume across all Tapes if
the Equity Member's Percent Time at NBBO is at least 50% in at least
200 MQ Securities per trading day during the month. The Level C rebates
are as follows: ($0.00215) per share in Tier 1; ($0.00285) per share in
Tier 2; ($0.00295) per share in Tier 3; ($0.00305) per share in Tier 4;
($0.00330) per share in Tier 5; \23\ and ($0.00335) per share in Tier
6.
---------------------------------------------------------------------------
\23\ The Exchange provides an alternative method for Equity
Members to qualify for the enhanced rebate of Tier 5, Level C by
satisfying the following three requirements in the relevant month:
(1) Midpoint ADAV of at least 2,500,000 shares; (2) displayed ADAV
of at least 10,000,000 shares; and (3) Percent Time at the NBBO of
at least 50% in 200 or more symbols from the list of MQ Securities.
See Fee Schedule, Section 1)c), note 3. The Exchange proposes to
amend the first requirement of the alternative method (described
below).
---------------------------------------------------------------------------
The Exchange proposes to amend the NBBO Setter Plus Table in
Section (1)(c) of the Fee Schedule to amend volume calculation methods
used to determine the Equity Member's tier for purposes of the NBBO
Program. Specifically, the Exchange proposes to increase the maximum
volume threshold by 0.005% for Tier 1 of volume calculation Method 1
and make the corresponding change to increase the minimum threshold by
0.005% for Tier 2 of volume calculation Method 1 of the NBBO Program.
The Exchange proposes to increase the maximum volume threshold by 0.01%
for Tier 2 of volume calculation Method
[[Page 52769]]
1 and make the corresponding change to increase the minimum threshold
by 0.01% for Tier 3 of volume calculation Method 1 of the NBBO Program.
The Exchange proposes to increase the maximum volume threshold by 0.02%
for Tier 3 of volume calculation Method 1 and make the corresponding
change to increase the minimum threshold by 0.02% for Tier 4 of volume
calculation Method 1 of the NBBO Program. Accordingly, with the
proposed changes to volume calculation Method 1, an Equity Member will
qualify for the base rebates in Tier 1 for executions of orders in
securities priced at or above $1.00 per share for Added Displayed
Volume across all Tapes by achieving an ADAV of at least 0.00% and less
than 0.04% of TCV. An Equity Member will qualify for the rebates in
Tier 2 for executions of orders in securities priced at or above $1.00
per share for Added Displayed Volume across all Tapes by achieving an
ADAV of at least 0.04% and less than 0.06% of TCV. An Equity Member
will qualify for the rebates in Tier 3 for executions of orders in
securities priced at or above $1.00 per share for Added Displayed
Volume across all Tapes by achieving an ADAV of at least 0.06% and less
than 0.10% of TCV. An Equity Member will qualify for the rebates in
Tier 4 for executions of orders in securities priced at or above $1.00
per share for Added Displayed Volume across all Tapes by achieving an
ADAV of at least 0.10% and less than 0.20% of TCV. The Exchange does
not propose to amend the volume threshold percentages in in Tiers 5 and
6 for volume calculation Method 1.
The Exchange proposes to increase the maximum volume threshold by
0.05% for Tier 3 of volume calculation Method 3 and make the
corresponding change to increase the minimum threshold by 0.05% for
Tier 4 of volume calculation Method 3 of the NBBO Program. Accordingly,
an Equity Member will qualify for the rebates in Tier 3 for executions
of orders in securities priced at or above $1.00 per share for Added
Displayed Volume across all Tapes by achieving an ADV of at least 0.18%
and less than 0.25% of TCV. An Equity Member will qualify for the
rebates in Tier 4 for executions of orders in securities priced at or
above $1.00 per share for Added Displayed Volume across all Tapes by
achieving an ADV of at least 0.25% and less than 0.60% of TCV. The
Exchange does not propose to amend the volume threshold percentages in
Tiers 1, 2, 5 and 6 for volume calculation Method 3.
The Exchange proposes to increase the maximum volume threshold by
0.005% for Tier 1 of volume calculation Method 4 and make the
corresponding change to increase the minimum threshold by 0.005% for
Tier 2 of volume calculation Method 4 of the NBBO Program. The Exchange
proposes to increase the maximum volume threshold by 0.01% for Tier 2
of volume calculation Method 4 and make the corresponding change to
increase the minimum threshold by 0.01% for Tier 3 of volume
calculation Method 4 of the NBBO Program. The Exchange proposes to
increase the maximum volume threshold by 0.02% for Tier 3 of volume
calculation Method 4 and make the corresponding change to increase the
minimum threshold by 0.02% for Tier 4 of volume calculation Method 4 of
the NBBO Program. Accordingly, an Equity Member will qualify for the
rebates in Tier 1 for executions of orders in securities priced at or
above $1.00 per share for Added Displayed Volume (excluding sub-dollar
securities) across all Tapes by achieving an ADAV of at least 0.00% and
less than 0.04% of TCV. An Equity Member will qualify for the rebates
in Tier 2 for executions of orders in securities priced at or above
$1.00 per share for Added Displayed Volume (excluding sub-dollar
securities) across all Tapes by achieving an ADAV of at least 0.04% and
less than 0.06% of TCV. An Equity Member will qualify for the rebates
in Tier 3 for executions of orders in securities priced at or above
$1.00 per share for Added Displayed Volume (excluding sub-dollar
securities) across all Tapes by achieving an ADAV of at least 0.06% and
less than 0.10% of TCV. An Equity Member will qualify for the rebates
in Tier 4 for executions of orders in securities priced at or above
$1.00 per share for Added Displayed Volume (excluding sub-dollar
securities) across all Tapes by achieving an ADAV of at least 0.10% and
less than 0.20% of TCV. The Exchange does not propose to amend the
volume threshold percentages in Tiers 5 and 6 for volume calculation
Method 4.
The Exchange proposes to amend the NBBO Setter Plus Table in
Section 1)c) of the Fee Schedule to decrease the rebates for Tiers 1
through 5 for all rebate levels of the NBBO Program. With the proposed
changes, the Level A rebates will be as follows: ($0.00160) per share
in Tier 1; ($0.00245) per share in Tier 2; ($0.00265) per share in Tier
3; ($0.00285) per share in Tier 4; and ($0.00310) per share in Tier 5.
The Level B rebates will be as follows: ($0.00165) per share in Tier 1;
($0.00250) per share in Tier 2; ($0.00270) per share in Tier 3;
($0.00290) per share in Tier 4; and ($0.00315) per share in Tier 5. The
Level C rebates will be as follows: ($0.00170) per share in Tier 1;
($0.00255) per share in Tier 2; ($0.00275) per share in Tier 3;
($0.00295) per share in Tier 4; and ($0.00325) per share in Tier 5. The
Exchange does not propose to make any changes to the rebates for Tier 6
of the NBBO Program.
The purpose of increasing the volume thresholds and reducing the
standard and enhanced rebates for executions of Added Displayed Volume
for the above-described tiers and market quality levels of the NBBO
Program is for business and competitive reasons. The Exchange notes
that even with the proposed increase in the volume thresholds and
decrease in the NBBO Program rebates, the base and enhanced rebates of
the NBBO Program remain competitive with, or higher than, the rebates
provided by other exchanges for executions of orders in securities
priced at or above $1.00 per share that add displayed liquidity to
those exchanges.\24\
---------------------------------------------------------------------------
\24\ See MEMX Equities Fee Schedule, Transaction Fees section
(providing a highest enhanced rebate of $0.0033 per share for
executions of orders in securities priced at or above $1.00 per
share that meet certain volume requirements); and Cboe BZX Exchange,
Inc. (``BZX''), Equities Fee Schedule, Add/Remove Volume Tiers
(providing a highest enhanced rebate of $0.0032 per share for
executions of orders in securities priced at or above $1.00 per
share that meet certain volume requirements).
---------------------------------------------------------------------------
Proposal To Amend the NBBO Setter Additive Rebate
The Exchange proposes to amend the NBBO Setter Additive Rebate in
the NBBO Setter Plus Table in Section 1)c) of the Fee Schedule.
Currently, the Exchange provides an NBBO Setter Additive Rebate of
($0.0003) per share, which applies only to executions of orders in
securities priced at or above $1.00 per share for Added Displayed
Volume (other than Retail Orders \25\) that set the NBB or NBO on MIAX
Pearl Equities with a minimum size of a round lot. Equity Members must
also execute at least 0.015% of NBBO Set Volume as a percentage of TCV
during the relevant month to qualify for this additive rebate.
---------------------------------------------------------------------------
\25\ A ``Retail Order'' is an agency or riskless principal order
that meets the criteria of FINRA Rule 5320.03 that originates from a
natural person and is submitted to the Exchange by a Retail Member
Organization, provided that no change is made to the terms of the
order with respect to price or side of market and the order does not
originate from a trading algorithm or any other computerized
methodology. See Exchange Rule 2626(a)(2).
---------------------------------------------------------------------------
The Exchange now proposes to increase the NBBO Setter Additive
Rebate from ($0.0003) to ($0.00035) per share for executions of orders
in securities priced at or above $1.00 per share for Added Displayed
Volume (other than Retail Orders) that set the
[[Page 52770]]
NBB or NBO on MIAX Pearl Equities with a minimum size of a round lot.
Equity Members will continue to have to execute at least 0.015% of NBBO
Set Volume as a percentage of TCV during the relevant month to qualify
for this additive rebate. The purpose of the proposed increase to the
NBBO Setter Additive Rebate is to continue to provide an additional
incentive for Equity Members to contribute Added Displayed Volume in
securities priced at or above $1.00 per share that sets the NBB or NBO
on MIAX Pearl Equities, which should benefit all Equity Members by
providing greater execution opportunities on the Exchange and
contribute to a deeper, more liquid market, to the benefit of all
investors and market participants.
Proposal To Amend the Notes Section of the NBBO Setter Plus Table
The Exchange proposes to amend the Notes section of the NBBO Setter
Plus Table to amend Note 3 regarding the alternative volume calculation
method for Equity Members to qualify for the Tier 5, Level C enhanced
rebate, as proposed to be reduced. Currently, Note 3 provides that an
Equity Member may qualify for the enhanced rebate of Tier 5, Level C
via an alternative method by satisfying the following three
requirements in the relevant month: (1) Midpoint ADAV \26\ of at least
2,500,000 shares; (2) Displayed ADAV of at least 10,000,000 shares; and
(3) Percent Time at the NBBO of at least 50% in 200 or more symbols
from the list of MQ Securities. The Exchange now proposes to amend the
first requirement for an Equity Member to qualify for the enhanced
rebate of Tier 5, Level C via an alternative method to increase the
minimum midpoint ADAV requirement from 2,500,000 to 7,000,000 shares.
---------------------------------------------------------------------------
\26\ Midpoint ADAV means the ADAV for the current month
consisting of Midpoint Peg Orders in securities priced at or above
$1.00 per share that execute at the midpoint of the Protected NBBO
and add liquidity to the Exchange. A Midpoint Peg Order is a non-
displayed Limit Order that is assigned a working price pegged to the
midpoint of the PBBO. A Midpoint Peg Order receives a new timestamp
each time its working price changes in response to changes in the
midpoint of the PBBO. See Exchange Rule 2614(a)(3). With respect to
the trading of equity securities, the term ``the term ``Protected
NBB'' or ``PBB'' shall mean the national best bid that is a
Protected Quotation, the term ``Protected NBO'' or ``PBO'' shall
mean the national best offer that is a Protected Quotation, and the
term ``Protected NBBO'' or ``PBBO'' shall mean the national best bid
and offer that is a Protected Quotation. See Exchange Rule 1901.
---------------------------------------------------------------------------
The purpose of this proposed change is for business and competitive
reasons in light of recent volume growth on the Exchange. The Exchange
believes the proposed alternative method for Equity Members to achieve
the enhanced rebate of Tier 5, Level C of the NBBO Program is a
reasonable means to continue incentivizing additional liquidity at the
midpoint of the Protected NBBO and Added Displayed Volume, which in
turn should increase the attractiveness of the Exchange as a
destination venue as Equity Members seeking price improvement would be
more motivated to direct their orders to the Exchange because they
would have a heightened expectation of the availability of liquidity at
the midpoint of the Protected NBBO.
Implementation
The proposed changes are effective beginning October 1, 2025.
2. Statutory Basis
The Exchange believes that its proposal to amend its Fee Schedule
is consistent with Section 6(b) of the Act \27\ in general, and
furthers the objectives of Section 6(b)(4) of the Act \28\ in
particular, in that the proposed changes are an equitable allocation of
reasonable fees and other charges among the Exchange's Equity Members
and issuers and other persons using its facilities. The Exchange also
believes that the proposal is consistent with the objectives of Section
6(b)(5) \29\ requirements that the rules of an exchange be designed to
prevent fraudulent and manipulative acts and practices, and 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, and, particularly, is not
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
---------------------------------------------------------------------------
\27\ 15 U.S.C. 78f(b).
\28\ 15 U.S.C. 78f(b)(4).
\29\ 15 U.S.C 78f(b)(5).
---------------------------------------------------------------------------
The Exchange operates in a highly fragmented and competitive market
in which market participants can readily direct their 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 seventeen registered equities exchanges, and
there are a number of alternative trading systems and other off-
exchange venues, to which market participants may direct their order
flow. For the month of August 2025, based on publicly available
information, no single registered equities exchange had more than
approximately 13.90% of the total market share of executed volume of
equities trading.\30\ Thus, in such a low-concentrated and highly
competitive market, no single equities exchange possesses significant
pricing power in the execution of order flow. For the month of August
2025, the Exchange represented 1.03% of the total market share of
executed volume of equities trading.\31\ The Commission and the courts
have repeatedly expressed their preference for competition over
regulatory intervention in determining prices, products, and services
in the securities markets. 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.'' \32\
---------------------------------------------------------------------------
\30\ See the ``Market Share'' section of the Exchange's website,
available at <a href="https://www.miaxglobal.com/">https://www.miaxglobal.com/</a> (last visited September 24,
2025).
\31\ Id.
\32\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37499 (June 29, 2005).
---------------------------------------------------------------------------
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 new or different pricing structures being
introduced into the market. Accordingly, competitive forces constrain
the Exchange's transaction fees and rebates, and market participants
can readily trade on competing venues if they deem pricing levels at
those other venues to be more favorable. The Exchange believes the
proposal reflects a reasonable and competitive pricing structure
designed to continue to incentivize market participants to direct their
order flow to the Exchange, which the Exchange believes would continue
to enhance liquidity and market quality to the benefit of all Equity
Members and market participants.
Proposal To Amend the Standard Rebate for Adding Displayed Liquidity
The proposal to reduce the rebate for executions of orders in
securities priced at or above $1.00 per share that add displayed
liquidity to the Exchange is reasonable, equitably allocated, and not
unfairly discriminatory because, even with the proposed decrease, the
[[Page 52771]]
Exchange believes the proposed rebate of ($0.0016) per share will not
discourage order flow. The Exchange notes that despite the change
proposed herein, the Exchange's proposed standard rebate of ($0.0016)
per share for executions of orders in securities priced at or above
$1.00 per share that add displayed liquidity to the Exchange remains
competitive with the standard rebate for similar executions that is
provided by other equity exchanges.\33\ The Exchange believes that even
with the proposed decrease, the Exchange's standard rebate will
continue to encourage Equity Members to maintain their order flow
directed to the Exchange. In turn, this should continue to contribute
to a deep and liquid market to the benefit of all market participants
and allow the Exchange to maintain its attractiveness as a trading
venue. The Exchange further believes the proposed reduced standard
rebate for executions of orders that add displayed liquidity is fair,
equitable and not unfairly discriminatory because the standard rebate
will apply to all Equity Members that add displayed liquidity in
securities priced at or above $1.00 per share across all Tapes and
trading sessions.
---------------------------------------------------------------------------
\33\ See supra note 8.
---------------------------------------------------------------------------
Proposal To Amend the Standard Rebate for Adding Non-Displayed
Liquidity
The proposal to reduce the rebate for executions of orders in
securities priced at or above $1.00 per share that add non-displayed
liquidity to the Exchange is reasonable, equitably allocated, and not
unfairly discriminatory because, even with the proposed decrease, the
Exchange believes the proposed rebate of ($0.00200) per share will not
discourage order flow. The Exchange notes that despite the change
proposed herein, the Exchange's proposed standard rebate of ($0.00200)
per share for executions of orders in securities priced at or above
$1.00 per share that add non-displayed liquidity to the Exchange
remains competitive with the standard rebate for similar executions
that is provided by other equity exchanges.\34\ The Exchange believes
that even with the proposed decrease, the Exchange's standard rebate
will continue to encourage Equity Members to maintain their order flow
directed to the Exchange. In turn, this should continue to contribute
to a deep and liquid market to the benefit of all market participants
and allow the Exchange to maintain its attractiveness as a trading
venue. The Exchange further believes the proposed reduced standard
rebate for executions of orders that add non-displayed liquidity is
fair, equitable and not unfairly discriminatory because the standard
rebate will apply to all Equity Members that add non-displayed
liquidity in securities priced at or above $1.00 per share across all
Tapes and trading sessions.
---------------------------------------------------------------------------
\34\ See supra note 11.
---------------------------------------------------------------------------
Proposal To Amend the Standard Fee for Removing Liquidity
The proposal to increase the fee for executions of orders in
securities priced at or above $1.00 per share that remove liquidity
from the Exchange is reasonable, equitably allocated, and not unfairly
discriminatory because, even with the proposed increase, the Exchange
believes the proposed fee of $0.00300 per share will not discourage
order flow. The Exchange notes that despite the change proposed herein,
the Exchange's proposed standard fee of $0.00300 per share for
executions of orders in securities priced at or above $1.00 per share
that remove liquidity from the Exchange remains competitive with the
standard fee for similar executions that is charged by other equity
exchanges.\35\ The Exchange believes that even with the proposed
increase, the Exchange's standard fee will continue to encourage Equity
Members to remove liquidity from the Exchange. In turn, this should
continue to contribute to a deep and liquid market to the benefit of
all market participants and allow the Exchange to maintain its
attractiveness as a trading venue. The Exchange further believes the
proposed increased standard fee for executions of orders that remove
liquidity is fair, equitable and not unfairly discriminatory because
the standard fee will apply to all Equity Members that remove liquidity
in securities priced at or above $1.00 per share across all Tapes and
trading sessions.
---------------------------------------------------------------------------
\35\ See supra note 14.
---------------------------------------------------------------------------
Proposal To Make Corresponding Changes to Liquidity Indicator Codes
The Exchange believes its proposal to amend the table of Liquidity
Indicator Codes and Associated Fees to update the Liquidity Indicator
Codes associated with the proposed changes described above in Section
1)a) of the Fee Schedule is reasonable, equitably allocated and not
unfairly discriminatory. This is because the proposed changes will
provide clarity and consistency in the Fee Schedule as to the amended
rebate (for Added Displayed Volume and Added Non-Displayed Volume) and
amended fee (for removed volume) that will be applied to these
executions in light of the Exchange's proposed changes to reduce the
standard rebate (or increase the standard fee) for executions of orders
in securities priced at or above $1.00 per share that add (or remove)
displayed (or non-displayed) liquidity to the Exchange across all Tapes
and trading sessions. It is in the public interest for the Fee Schedule
to be clear and concise.
Proposal To Amend Certain Volume Thresholds and Rebates for the NBBO
Program
The Exchange believes its proposal to increase the volume threshold
requirements for Tiers 1, 2, 3, and 4 of volume calculation Methods 1
and 2 [sic], and Tiers 3 and 4 of volume calculation Method 3, and
decrease the rebates applicable to Tiers 1, 2, 3, 4, and 5 for all
rebate Levels of the NBBO Program provides a reasonable means to
continue to encourage Equity Members to not only increase their order
flow to the Exchange but also to contribute to price discovery and
market quality on the Exchange by submitting aggressively priced
displayed liquidity in securities priced at or above $1.00 per share.
The Exchange believes that the NBBO Program, as modified with this
proposal, continues to be equitable and not unfairly discriminatory
because it is open to all Equity Members on an equal basis and provides
enhanced rebates that are reasonably related to the value of the
Exchange's market quality associated with greater order flow by Equity
Members that set the NBB or NBO, and the introduction of higher volumes
of orders into the price and volume discovery process. It is designed
to incentivize the entry of aggressively priced displayed liquidity
that will create tighter spreads, thereby promoting price discovery and
market quality on the Exchange to the benefit of all Equity Members and
public investors.
In addition, the Exchange believes its proposal to increase the
volume threshold requirements for Tiers 1, 2, 3, and 4 of volume
calculation Methods 1 and 2 [sic], and Tiers 3 and 4 of volume
calculation Method 3, and decrease the rebates applicable to Tiers 1,
2, 3, 4, and 5 for all rebate Levels of the NBBO Program is reasonable
because, even with the proposed changes, the base rebates, enhanced
rebates and volume requirements of the NBBO Program remain competitive
with, or better than, the rebates and volume requirements provided by
other exchanges for executions of orders in securities priced at or
above $1.00 per share that add
[[Page 52772]]
displayed liquidity to those exchanges.\36\
---------------------------------------------------------------------------
\36\ See supra note 24.
---------------------------------------------------------------------------
Proposal To Amend the NBBO Setter Additive Rebate
The Exchange believes its proposal to increase the NBBO Setter
Additive Rebate to ($0.00035) per share for Added Displayed Volume
(other than Retail Orders) for executions of orders in securities
priced at or above $1.00 per share that set the NBB or NBO on MIAX
Pearl Equities with a minimum size of a round lot is reasonable,
equitably allocated and not unfairly discriminatory because the
Exchange believes it will continue to provide an additional incentive
for Equity Members to contribute Added Displayed Volume in securities
priced at or above $1.00 per share that sets the NBB or NBO on MIAX
Pearl Equities. In turn, this should benefit all Equity Members by
providing greater execution opportunities on the Exchange and
contribute to a deeper, more liquid market, to the benefit of all
investors and market participants. Further, the NBBO Setter Additive
Rebate is available to all Equity Members of the Exchange that transact
in securities priced at or above $1.00 per share in all Tapes. The
Exchange believes it is reasonable and not unfairly discriminatory to
continue to exclude Retail Orders from participating in the NBBO Setter
Additive Rebate because executions of orders in securities priced at or
above $1.00 per share for Added Displayed Volume in Retail Orders
already receive an enhanced rebate of ($0.0037) per share.\37\
---------------------------------------------------------------------------
\37\ See Fee Schedule, Section 1)b), Liquidity Indicator Code
``AR''.
---------------------------------------------------------------------------
Proposal To Amend the Notes Section of the NBBO Setter Plus Table
The Exchange believes that its proposal to amend the Notes section
of the NBBO Setter Plus Table to amend the alternative volume
calculation method for Equity Members to qualify for the Tier 5, Level
C enhanced rebate is reasonable, equitably allocated and not unfairly
discriminatory because it is open to all Equity Members on an equal
basis and provides enhanced rebates that are reasonably related to the
value of the Exchange's market quality associated with greater order
flow by Equity Members that set the NBBO, and the introduction of
higher volumes of orders into the price and volume discovery process.
It is designed to continue incentivizing the entry of aggressively
priced displayed liquidity that will create tighter spreads, thereby
promoting price discovery and market quality on the Exchange to the
benefit of all Equity Members and public investors.
For the reasons discussed above, the Exchange submits that the
proposal satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of
the Act in that it provides for the equitable allocation of reasonable
dues, fees and other charges among its Equity Members and other persons
using its facilities and is not designed to unfairly discriminate
between customers, issuers, brokers, or dealers.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed changes will impose
any burden on competition not necessary or appropriate in furtherance
of the purposes of the Act.
Intramarket Competition
The Exchange does not believe that the proposal will impose any
burden on intra-market competition not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange believes that its
proposal to reduce the standard and enhanced rebates provided for in
the NBBO Program that apply to executions of orders in securities
priced at or above $1.00 per share for Added Displayed Volume will not
impose any burden on intramarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act because these
changes are for business and competitive reasons. The Exchange notes
that despite the modest reduction proposed herein to the standard and
enhanced rebates for executions of orders in securities priced at or
above $1.00 per share that add displayed liquidity to the Exchange, the
Exchange's rebates remain competitive with, or higher than, the
standard and enhanced rebates provided by other exchanges for
executions of orders in securities priced at or above $1.00 per share
for Added Displayed Volume on those exchanges.\38\
---------------------------------------------------------------------------
\38\ See supra notes 8 and 24.
---------------------------------------------------------------------------
The Exchange believes that its proposal to reduce the standard
rebate that applies to executions of orders in securities priced at or
above $1.00 per share for added non-displayed volume will not impose
any burden on intramarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act because these
changes are for business and competitive reasons. The Exchange notes
that despite the modest reduction proposed herein to the standard and
enhanced rebates for executions of orders in securities priced at or
above $1.00 per share that add non-displayed liquidity to the Exchange,
the Exchange's rebates remain competitive with, or higher than, the
standard and enhanced rebates provided by other exchanges for
executions of orders in securities priced at or above $1.00 per share
for added non-displayed volume on those exchanges.\39\
---------------------------------------------------------------------------
\39\ See supra note 14.
---------------------------------------------------------------------------
The Exchange believes that even with the proposed decrease to the
standard and enhanced Added Displayed Volume rebates and the standard
rebate for added non-displayed volume, the Exchange's rebate structure
for such orders will continue to incentivize market participants to
direct order flow to the Exchange, thereby contributing to a deeper and
more liquid market to the benefit of all market participants and
enhancing the attractiveness of the Exchange as a trading venue. The
Exchange believes that this, in turn, will continue to encourage market
participants to direct additional orders in securities priced at or
above $1.00 per share to the Exchange. Greater liquidity benefits all
Equity Members by providing more trading opportunities and encourages
Equity Members to send orders to the Exchange, thereby contributing to
robust levels of liquidity, which benefits all market participants.
The Exchange believes that its proposal to increase the fee that
apply to executions of orders in securities priced at or above $1.00
per share for removing liquidity from the Exchange will not impose any
burden on intramarket competition that is not necessary or appropriate
in furtherance of the purposes of the Act because these changes are for
business and competitive reasons. The Exchange notes that despite the
modest increase proposed herein to the standard fee for executions of
orders in securities priced at or above $1.00 per share that remove
liquidity from the Exchange, the Exchange's fee remains competitive
with the standard fee charged by other exchanges for executions of
orders in securities priced at or above $1.00 per share for removed
volume from those exchanges.
The Exchange believes that its proposal to increase the volume
thresholds in the NBBO Setter Plus Table and the Note 3 to NBBO Setter
Plus Table will not impose any burden on intramarket competition that
is not necessary or appropriate in furtherance of the purposes of the
Act because these changes are for business and competitive reasons. The
Exchange
[[Page 52773]]
notes that despite the modest increase proposed herein to the volume
thresholds, the proposed changes are designed to continue incentivizing
the entry of aggressively priced displayed liquidity that will create
tighter spreads, thereby promoting price discovery and market quality
on the Exchange to the benefit of all Equity Members and public
investors.
The Exchange believes its proposal to increase the NBBO Setter
Additive Rebate will not impose any burden on intramarket competition
that is not necessary or appropriate in furtherance of the purposes of
the Act because the Exchange believes it will continue to provide an
additional incentive for Equity Members to contribute Added Displayed
Volume in securities priced at or above $1.00 per share that sets the
NBB or NBO on MIAX Pearl Equities. In turn, this should benefit all
Equity Members by providing greater execution opportunities on the
Exchange and contribute to a deeper, more liquid market, to the benefit
of all investors and market participants.
The Exchange does not believe its proposal to update the Liquidity
Indicator Codes impacted by the proposed changes to Section 1)a) of the
Fee Schedule, described above, will impose any burden on intramarket
competition. The changes to these Liquidity Indicator Codes is to
provide consistency throughout the Fee Schedule in light of the
proposed changes to Section 1)a) for standard rebates and fees for
adding or removing liquidity on the Exchange. Additionally, the
proposed changes will provide specificity to the Fee Schedule so that
Equity Members may connect an execution to the applicable rebate or
fee.
Intermarket Competition
The Exchange believes its proposal will benefit competition as the
Exchange operates in a highly competitive market. Equity Members have
numerous alternative venues they may participate on and direct their
order flow to, including seventeen other equities exchanges and
numerous alternative trading systems and other off-exchange venues. As
noted above, no single registered equities exchange currently has more
than approximately 13.90% of the total market share of executed
equities volume. Thus, in such a low-concentrated and highly
competitive market, no single equities exchange possesses significant
pricing power in the execution of order flow. Moreover, the Exchange
believes that the ever-shifting market share among the exchanges from
month to month demonstrates that market participants can shift order
flow in response to new or different pricing structures being
introduced to the market. Accordingly, competitive forces constrain the
Exchange's transaction fees and rebates generally, including with
respect to executions of all orders in securities priced at or above
$1.00 per share that add displayed or non-displayed liquidity to the
Exchange, or remove liquidity from the Exchange. Market participants
can readily choose to send their orders to other exchanges and off-
exchange venues if they deem fee levels at those other venues to be
more favorable.
Additionally, 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.'' \40\ 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: ``[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 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 possess a
monopoly, regulatory or otherwise, in the execution of order flow from
broker dealers' . . . .'' \41\ Accordingly, the Exchange does not
believe its proposed pricing changes impose any burden on competition
that is not necessary or appropriate in furtherance of the purposes of
the Act.
---------------------------------------------------------------------------
\40\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\41\ See 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-NYSE-2006-21)).
---------------------------------------------------------------------------
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
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)(ii) of the Act,\42\ and Rule 19b-4(f)(2) \43\ 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 shall institute proceedings to determine whether
the proposed rule should be approved or disapproved.
---------------------------------------------------------------------------
\42\ 15 U.S.C. 78s(b)(3)(A)(ii).
\43\ 17 CFR 240.19b-4(f)(2).
---------------------------------------------------------------------------
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#abd9dec7ce86c8c4c6c6cec5dfd8ebd8cec885ccc4dd"><span class="__cf_email__" data-cfemail="b1c3c4ddd49cd2dedcdcd4dfc5c2f1c2d4d29fd6dec7">[email protected]</span></a>. Please include
file number
SR-PEARL-2025-46 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-PEARL-2025-46. 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-PEARL-2025-46 and
[[Page 52774]]
should be submitted on or before December 12, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\44\
---------------------------------------------------------------------------
\44\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-20529 Filed 11-20-25; 8:45 am]
BILLING CODE 8011-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on November 21, 2025.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.