Notice2025-23939
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 14.13 (Company Listing Fees)
Primary source
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Published
December 30, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 246 (Tuesday, December 30, 2025)</title>
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[Federal Register Volume 90, Number 246 (Tuesday, December 30, 2025)]
[Notices]
[Pages 61192-61194]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23939]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104493; File No. SR-CboeBZX-2025-166]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Rule 14.13 (Company Listing Fees)
December 22, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on December 16, 2025, Cboe BZX Exchange, Inc. (the ``Exchange'' or
``BZX'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe BZX Exchange, Inc. (``BZX'' or the ``Exchange'') is filing
with the Securities and Exchange Commission (``Commission'' or ``SEC'')
a proposal to amend 14.13 (Company Listing Fees) to (1) explicitly
state that an issuer will be charged the lowest of the applicable
annual listing fees when multiple fee categories could apply to the
issuer's securities, and (2) clarify the timing of annual fee
assessments by specifying that the Exchange assesses all annual fees
upon initial listing and annually in the first quarter of each calendar
year. 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
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange is proposing to amend Rule 14.13 (Company Listing
Fees) to provide clarification and codify existing Exchange practices
regarding the assessment of annual listing fees. Specifically, the
proposed amendments will: (1) explicitly state that an issuer will be
charged the lowest of the applicable annual listing fees when multiple
fee categories could apply to the issuer's securities, and (2) clarify
the timing of annual fee assessments by specifying that the Exchange
assesses all annual fees upon initial listing and annually in the first
quarter of each calendar year.
These amendments are intended to address potential ambiguity in the
current rule text and ensure that the Exchange's fee schedule is
transparent and easily understood by current and prospective issuers.
The proposed changes do not alter the Exchange's existing fee structure
or introduce new fees; rather, they codify practices that the Exchange
has consistently applied in administering annual listing fees.
First, the clarification that issuers will be charged the lowest
applicable annual listing fee addresses situations where an issuer's
securities may fall into multiple fee categories under Rule 14.13. By
explicitly stating that the Exchange will apply the most favorable fee
structure, the proposed amendment eliminates any potential confusion
and ensures consistent, predictable treatment of all issuers. This
practice is already followed by the Exchange and aligning the rule text
with operational practice benefits issuers by providing certainty
regarding their fee obligations.
Second, the clarification regarding the timing of annual fee
assessments provides issuers with clear guidance on when fees will be
invoiced and due. This timing has been the Exchange's longstanding
practice and codifying it in the rule text enhances transparency and
allows issuers to better plan and budget for their listing expenses.
The proposed language does not change when or how fees are assessed; it
simply makes the existing practice explicit in the rule.
Listed and prospective issuers will benefit from increased clarity
and transparency regarding annual listing fees. The explicit statement
that the lowest applicable fee will be charged provides certainty and
may reduce inquiries or disputes regarding fee assessments. The timing
clarification allows issuers to anticipate when annual fees will be
invoiced, facilitating financial planning. No issuer will experience an
increase in fees as a result of these amendments.
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.\3\ Specifically, the Exchange believes the proposed rule change is
consistent with the Section 6(b)(5) \4\ 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
[[Page 61193]]
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) \5\ 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) \6\ 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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\3\ 15 U.S.C. 78f(b).
\4\ 15 U.S.C. 78f(b)(5).
\5\ Id.
\6\ 15 U.S.C. 78f(b)(4).
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In particular, the proposed rule change promotes just and equitable
principles of trade and removes impediments to a free and open market
by enhancing transparency and eliminating potential ambiguity in the
Exchange's annual listing fee structure. By explicitly codifying that
issuers will be charged the lowest applicable annual listing fee when
multiple fee categories could apply, the proposed amendment ensures
that all issuers receive consistent and predictable treatment. This
clarity reduces the potential for confusion or disputes regarding fee
assessments and ensures that issuers are not subject to arbitrary or
inconsistent fee determinations. Transparent and predictable fee
structures facilitate informed decision-making by issuers when
selecting a listing venue, thereby promoting competition among
exchanges and contributing to the efficient operation of the national
market system.
The proposed rule change protects investors and the public interest
by ensuring that listed companies have clear visibility into their
ongoing listing obligations and costs. This stability benefits
investors by reducing the risk of unexpected delistings or financial
strain on issuers due to unanticipated fee assessments. Additionally,
by codifying the timing of annual fee assessments the proposed
amendment provides issuers with the information necessary to plan for
these obligations, further contributing to listing stability and
investor protection.
The proposed rule change is consistent with Section 6(b)(4) of the
Act because it provides for the equitable allocation of reasonable fees
among issuers using the Exchange's listing facilities. By explicitly
stating that the Exchange will charge the lowest applicable fee when
multiple categories could apply, the amendment ensures that no issuer
is disadvantaged or charged a higher fee than warranted by the
characteristics of its securities. This approach treats similarly
situated issuers consistently and ensures that fee assessments are
based on objective criteria rather than subjective interpretation. The
clarification of fee timing similarly promotes equitable treatment by
ensuring all issuers are assessed fees on the same schedule,
eliminating any potential for preferential or discriminatory treatment
in the timing of fee invoicing.
The proposed rule change does not permit unfair discrimination
between customers, issuers, brokers, or dealers in accordance with
Section 6(b)(5) of the Act. The amendments apply uniformly to all
issuers listed on the Exchange and do not create different standards or
treatment for different classes of issuers. By codifying that the
lowest applicable fee will be charged, the Exchange is ensuring that
all issuers benefit equally from this clarification, regardless of
size, industry, or other characteristics. The timing clarification
similarly applies uniformly to all issuers, ensuring consistent
treatment across the Exchange's listing population.
Finally, the proposed rule change removes impediments to and
perfects the mechanism of a free and open market by reducing
administrative burdens and potential friction in the listing process.
Clear, unambiguous rules regarding fee assessments allow issuers to
focus on their business operations and capital formation activities
rather than navigating uncertainty about listing costs. This efficiency
benefits the broader market by facilitating capital formation and
ensuring that exchanges can attract and retain listings based on the
merits of their services rather than confusion about fee structures.
Moreover, because the proposed amendments codify existing Exchange
practices rather than introducing new requirements, they impose no new
burdens on issuers while providing the benefits of enhanced clarity and
transparency.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed amendments are
clarifications that codify existing Exchange practices and do not alter
the substantive fee structure or create new obligations for any market
participant.
The proposed rule change does not impose any burden on intramarket
competition. The amendments apply uniformly to all issuers listed or
seeking to list on the Exchange, regardless of issuer size, industry,
security type, or other characteristics. By explicitly codifying that
the Exchange will charge the lowest applicable annual listing fee when
multiple fee categories could apply, the proposed rule change ensures
consistent and equitable treatment of all issuers. No category of
issuer is advantaged or disadvantaged relative to other issuers as a
result of these clarifications. The timing clarification similarly
applies uniformly to all issuers, ensuring that annual fees are
assessed on the same schedule for all market participants. Because the
amendments codify existing practices rather than introducing new
requirements or fee structures, no issuer will experience any change in
competitive position relative to other issuers on the Exchange.
The proposed rule change does not impose any burden on intermarket
competition. The amendments enhance transparency and clarity regarding
the Exchange's annual listing fee structure and assessment timing,
which may make the Exchange's fee schedule more easily understood by
prospective issuers comparing listing venues. To the extent that
increased transparency benefits issuers listed on the Exchange, this
reflects legitimate competition among exchanges based on the clarity
and predictability of their fee structures. Issuers are free to choose
among competing listing venues based on their evaluation of fees,
services, and other factors. Other exchanges remain free to adopt
similar clarifications to their own fee schedules or to compete on
other dimensions of listing services. The proposed amendments do not
create barriers to competition or prevent other exchanges from offering
competitive listing services.
The proposed rule change does not involve the Exchange undertaking
activities usually performed by other market participants. The
amendments relate solely to the Exchange's administration of its own
listing fee schedule, which is a core exchange function. No broker-
dealer, service provider, or other market participant is displaced or
burdened by these clarifications.
The Exchange believes that the proposed rule change will relieve
any burden on, or otherwise promote, competition. By enhancing
transparency and eliminating potential ambiguity in
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the Exchange's fee structure, the proposed amendments facilitate more
informed decision-making by issuers when selecting a listing venue.
Clear, predictable fee structures allow issuers to compare listing
costs across exchanges more easily, thereby promoting competition among
exchanges based on the merits of their services and fee structures. The
explicit codification that the Exchange will charge the lowest
applicable fee when multiple categories could apply demonstrates the
Exchange's commitment to fair and transparent pricing, which may
enhance the Exchange's competitive position based on the quality and
clarity of its fee schedule rather than on confusion or ambiguity. This
type of competition--based on transparency, predictability, and fair
treatment--benefits issuers and contributes to the efficient operation
of the national market system.
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 \7\ and paragraph (f) of Rule 19b-4 \8\
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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\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 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#0e7c7b626b236d6163636b607a7d4e7d6b6d20696178"><span class="__cf_email__" data-cfemail="5c2e293039713f3331313932282f1c2f393f723b332a">[email protected]</span></a>. Please include
file number SR-CboeBZX-2025-166 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-CboeBZX-2025-166. 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-CboeBZX-2025-166 and should be submitted
on or before January 20, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23939 Filed 12-29-25; 8:45 am]
BILLING CODE 8011-01-P
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