Notice2026-00417
Self-Regulatory Organizations; MIAX Sapphire, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Extend the Options Regulatory Fee (ORF) Sunset Date From December 31, 2025 to June 30, 2026
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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
January 13, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 8 (Tuesday, January 13, 2026)</title>
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[Federal Register Volume 91, Number 8 (Tuesday, January 13, 2026)]
[Notices]
[Pages 1365-1368]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-00417]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104564; File No. SR-SAPPHIRE-2025-46]
Self-Regulatory Organizations; MIAX Sapphire, LLC; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Extend
the Options Regulatory Fee (ORF) Sunset Date From December 31, 2025 to
June 30, 2026
January 8, 2026.
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 29, 2025, MIAX Sapphire, LLC (``MIAX Sapphire'' or
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') a proposed rule change as described in Items I and II
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
The Exchange is filing a proposal to amend the MIAX Sapphire
Options Exchange Fee Schedule (the ``Fee Schedule'') relating to the
Options Regulatory Fee (``ORF'') to extend the current sunset date of
December 31, 2025 to June 30, 2026.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://www.miaxglobal.com/markets/us-options/all-options-exchanges/rule-filings">https://www.miaxglobal.com/markets/us-options/all-options-exchanges/rule-filings</a> and MIAX Sapphire's principal office.
[[Page 1366]]
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 its Fee Schedule related to the ORF
to extend the current sunset date of December 31, 2025 to June 30,
2026, and thus continue charging the previously established ORF in the
amount of $0.0013 per contract side through June 30, 2026. As discussed
herein, the ORF sunset date of December 31, 2025 was initially proposed
to provide time for the Exchange to inform its approach to ORF and
discuss alternative ORF models with market participants, so that it may
compete on equal footing with each of the other option exchanges that
charge similar regulatory fees. Those discussions have yielded a
consensus among market participants on a path forward that would
address industry concerns in a manner that would effect change broadly
across all U.S. options exchanges, however, the industry needs
additional time to implement the changes. Thus, the Exchange proposes
to extend the automatic sunset date of December 31, 2025 until June 30,
2026 in order to provide it additional time to implement changes to the
ORF methodology after the sunset date while continuing to fund a
portion of its regulatory program via ORF so that it may operate on
equal footing with each of the seventeen (17) other options exchanges
that charge similar regulatory fees in amounts that far exceed the
relatively modest amounts collected by the Exchange.
As background, on August 7, 2024 the Exchange initially filed this
proposal to establish an ORF in the amount of $0.0013 per contract side
that would automatically sunset on October 31, 2024 (SR-SAPPHIRE-2024-
14). The Exchange withdrew SR-SAPPHIRE-2024-14, and on August 21, 2024
replaced it with SR-SAPPHIRE-2024-25 (the ``Initial ORF Filing'').\3\
The Initial ORF Filing was published for comment in the Federal
Register on September 3, 2024.\4\ On October 31, 2024, the Exchange
filed to extend the Initial ORF Filing sunset date of October 31, 2024
to May 31, 2025.\5\ On May 14, 2025, the Exchange filed to extend the
Initial ORF Filing sunset date from May 31, 2025 to December 31,
2025.\6\ To date, the Securities and Exchange Commission (the
``Commission'') received no comments on the Initial ORF Filing or its
subsequent extension.
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\3\ See Securities Exchange Act Release No. 100824 (August 27,
2024), 89 FR 71496 (September 3, 2024) (SR-SAPPHIRE-2024-25).
\4\ See Supra note 3.
\5\ See Securities Exchange Act Release No. 101589 (October 31,
2024) [sic], 89 FR 90787 (November 18, 2024) (SR-SAPPHIRE-2024-35).
\6\ See Securities Exchange Act Release No. 103081 (May 14,
2025) [sic], 90 FR 22389 (May 27, 2025) (SR-SAPPHIRE-2025-24).
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The ORF is designed to recover a material portion of the costs to
the Exchange of the supervision and regulation of Members' \7\ customer
options business, including performing routine surveillances and
investigations, as well as policy, rulemaking, interpretive and
enforcement activities. The Exchange believes that revenue generated
from the ORF, when combined with all of the Exchange's other regulatory
fees and fines, will cover a material portion, but not all, of the
Exchange's regulatory costs. Currently, all other registered options
exchanges impose ORF on their members, and those exchanges also charge
ORF for executions occurring on the Exchange cleared by their
customers.\8\
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\7\ The term ``Member'' means an individual or organization that
is registered with the Exchange pursuant to Chapter II of MIAX
Sapphire Rules for purposes of trading on the Exchange as an
``Electronic Exchange Member'' or ``Market Maker.'' Members are
deemed ``members'' under the Exchange Act. See Exchange Rule 100.
\8\ See Securities Exchange Act Release Nos. 58817 (October 20,
2008), 73 FR 63744 (October 27, 2008) (SR-CBOE-2008-05) (notice of
filing and immediate effectiveness of Cboe adopting an ORF
applicable to transactions across all options exchanges); 61133
(December 9, 2009), 74 FR 66715 (December 16, 2009) (SR-Phlx-2009-
100) (notice of filing and immediate effectiveness of Phlx adopting
an ORF applicable to transactions across all options exchanges);
61154 (December 11, 2009), 74 FR 67278 (December 18, 2009) (SR-ISE-
2009-105) (notice of filing and immediate effectiveness of ISE
adopting an ORF applicable to transactions across all options
exchanges); 61388 (January 20, 2010), 75 FR 4431 (January 27, 2010)
(SR-BX-2010-001) (notice of filing and immediate effectiveness of
Nasdaq OMX BX, Inc. (``BX'') adopting an ORF applicable to
transactions across all options exchanges); 70200 (August 14, 2013)
78 FR 51242 (August 20, 2013)(SR-Topaz-2013-01)) (notice of filing
and immediate effectiveness of GEMX, formerly known as ISE Gemini
and Topaz Exchange, adopting an ORF applicable to transactions
across all options exchanges); 64400 (May 4, 2011), 76 FR 27118 (May
10, 2011) (SR-NYSEAmex-2011-27) (notice of filing and immediate
effectiveness of NYSE AMEX adopting an ORF applicable to
transactions across all options exchanges); 64399 (May 4, 2011), 76
FR 27114 (May 10, 2011) (SR-NYSEArca-2011-20) (notice of filing and
immediate effectiveness of NYSE Arca adopting an ORF applicable to
transactions across all options exchanges); 65913 (December 8,
2011), 76 FR 77883 (December 14, 2011) (SR-NASDAQ-2011-163) (notice
of filing and immediate effectiveness of Nasdaq Options Market
(``NOM'') adopting an ORF applicable to transactions across all
options exchanges); 66979 (May 14, 2012), 77 FR 29740 (May 18, 2012)
(SR-BOX-2012-002) (notice of filing and immediate effectiveness of
BOX adopting an ORF applicable to transactions across all options
exchanges); 67596 (August 6, 2012), 77 FR 47902 (August 10, 2012)
(SR-C2-2012-023) (notice of filing and immediate effectiveness of C2
Options Exchange, Inc. (``C2'') adopting an ORF applicable to
transactions across all options exchanges); 68711 (January 23, 2013)
78 FR 6155 (January 29, 2013) (SR-MIAX-2013-01) (notice of filing
and immediate effectiveness of MIAX Options adopting an ORF
applicable to transactions across all options exchanges); 74214
(February 5, 2015), 80 FR 7665 (February 11, 2015) (SR-BATS-2015-08)
(notice of filing and immediate effectiveness of BZX formerly known
as BATS, adopting an ORF applicable to transactions across all
options exchanges); 80025 (February 13, 2017) 82 FR 11081 (February
17, 2017) (SR-BatsEDGX-2017-04) (notice of filing and immediate
effectiveness of EDGX formerly known as Bats EDGX Exchange, Inc.,
adopting an ORF applicable to transactions across all options
exchanges); 80875 (June 7, 2017) 82 FR 27096 (June 13, 2017) (SR-
PEARL-2017-26) (notice of filing and immediate effectiveness of MIAX
PEARL adopting an ORF applicable to transactions across all options
exchanges); 85127 (February 13, 2019) 84 FR 5173 (February 20, 2019)
(SR-MRX-2019-03) (notice of filing and immediate effectiveness of
Nasdaq MRX, LLC (``MRX'') adopting an ORF applicable to transactions
across all options exchanges); 85251 (March 6, 2019) 84 FR 8931
(March 12, 2019) (SR-EMERALD-2019-01) (notice of filing and
immediate effectiveness of MIAX Emerald adopting an ORF applicable
to transactions across all options exchanges).
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The Exchange recognizes that in 2019, the Commission issued
suspensions of and orders instituting proceedings to determine whether
to approve or disapprove a proposed rule change to modify the Options
Regulatory Fee of NYSE American, NYSE Arca, MIAX Options, MIAX PEARL,
MIAX Emerald, Cboe, Cboe EDGX Options, and C2.\9\ Each of those
exchanges had filed to increase their ORF, and the Commission
[[Page 1367]]
indicated that each of those filings lacked detail and specificity,
signaling that more information was needed to speak to whether the
proposed increased ORFs were reasonable, equitably allocated and not
unfairly discriminatory, particularly given that the ORF is assessed on
transactions that clear in the ``customer'' range and regardless of the
exchange on which the transaction occurs. The Commission also noted
that the filings provided only broad general statements regarding
options transaction volume and did not provide any information on those
exchanges' historic or projected options regulatory costs (including
the costs of regulating activity that cleared in the ``customer'' range
and the costs of regulating activity that occurred off exchange), the
amount of regulatory revenue they had generated and expected to
generate from the ORF as well as other sources, or the ``material
portion'' of options regulatory expenses that they sought to recover
from the ORF. Each of those exchanges withdrew their filings, but
continue charging ORF today as discussed above. The Exchange would be
at an unfair competitive disadvantage if it were not allowed to charge
the ORF to recover a material portion, but not all, of the Exchange's
regulatory costs for the supervision and regulation of activity of its
Members which as noted above, is charged by all currently operating
options exchanges.
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\9\ See Securities Exchange Act Release No. 87168 (September 30,
2019), 84 FR 53210 (October 4, 2019) (SR-Emerald-2019-29);
Securities Exchange Act Release No. 87167 (September 30, 2019), 84
FR 53189 (October 4, 2019) (SR-PEARL-2019-23); Securities Exchange
Act Release No. 87169 (September 30, 2019), 84 FR 53195 (October 4,
2019) (SR-MIAX-2019-35); Securities Exchange Act Release No. 87170
(September 30, 2019), 84 FR 53213 (October 4, 2019) (SRCBOE-2019-
040); Securities Exchange Act Release No. 87172 (September 30, 2019)
84 FR 53192 (October 4, 2019) (SR-CboeEDGX-2019-051); Securities
Exchange Act Release No 87171 (September 30, 2019), 84 FR 53200
(October 4, 2019) (SR-C2-2019-018); Securities Exchange Act Release
No. 86832 (August 30, 2019), 84 FR 46980 (September 6, 2019) (SR-
NYSEArca-2019-49); Securities Exchange Act Release No. 86833 (August
30, 2019) 84 FR 47029 (September 6, 2019) (SR-NYSEAMER-2019-27).
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The Exchange appreciates the evolving changes in the markets and
regulatory environment and has been evaluating its options while
considering industry and regulatory feedback. In light of this, the
Exchange has been reviewing its current methodologies and practices for
the assessment and collection of ORF. As a result of this review, the
Exchange is submitting contemporaneously with this filing another
filing that proposes to adopt a modified ORF model that updates the
Exchange's process of assessing and collecting ORF, in which model ORF
would be assessed to only on-Exchange transactions that clear in the
customer range at the Options Clearing Corporation (``OCC''). Under the
proposed modified model, the Exchange expects to continue its current
practice that revenue generated from ORF will cover a material portion,
but not all, of the Exchange's regulatory costs.
To create real ORF reform, moving to a new ORF model that only
assesses a fee to transactions that occur on one's own options exchange
seems to be the industry consensus. However, for a new, modified model
to be truly meaningful and fair, a rate limited to transactions on
one's own exchange should be adopted by all options exchanges to
provide a consistent methodology in assessing and collecting ORF going
forward. As set forth in its separate filing that proposes the new,
modified ORF model, the Exchange is committed to switching to this new
model as soon as a consistent framework has been established with the
Commission, adopted by all the options exchanges and necessary
regulatory filings submitted. Until that time, the Exchange believes
it's fair and reasonable to continue to charge ORF under the current
model as other options exchanges currently do until June 30, 2026. The
proposed extension of the sunset date will provide time for
establishment of one new, unified model going forward. The Exchange
will endeavor to implement the modified ORF structure prior to the
proposed June 30, 2026 sunset date.
As a new exchange, not having the opportunity to fund its
regulatory program through the same regulatory fee charged by every
other options exchange would place an undue competitive disadvantage
upon the Exchange's regulatory program and options business as a whole.
Further, the Exchange emphasizes that other exchanges will be charging
ORF for transactions occurring on MIAX Sapphire until a new unified
model is implemented, and as such, it follows that the exchange that is
primarily responsible for monitoring those transactions should also be
able to charge the ORF for activity occurring on its own market, as
well as transactions it surveils on away markets. Again, the Exchange
is committed to facilitating and joining efforts to revamp the ORF,
however, it must be afforded additional time to do so while recouping a
portion of its regulatory costs via the ORF as all other options
exchanges do.
2. Statutory Basis
The Exchange believes that its proposal to amend its Fee Schedule
is consistent with Section 6(b) of the Act \10\ in general, and
furthers the objectives of Section 6(b)(4) of the Act \11\ in
particular, in that it is an equitable allocation of reasonable dues,
fees, and other charges among its members and issuers and other persons
using its facilities. The Exchange also believes the proposal furthers
the objectives of Section 6(b)(5) of the Act \12\ in that it is
designed to promote just and equitable principles of trade, 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 is not designed to permit unfair discrimination
between customers, issuers, brokers and dealers.
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\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(4).
\12\ 15 U.S.C. 78f(b)(5).
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The ORF is designed to recover a material portion of the costs of
supervising and regulating Members' customer options business including
performing routine surveillances and investigations, as well as policy,
rulemaking, interpretive, and enforcement activities. Extending the
current ORF sunset date to June 30, 2026 is reasonable because
continued collection of ORF will serve to balance the Exchange's
regulatory revenue against the anticipated regulatory costs, thereby
ensuring proper regulatory funding. Moreover, the Exchange's ORF rate
is lower than the amount of ORF assessed on other exchanges.\13\
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\13\ See, e.g., NYSE Arca Options Fees and Charges, ORF and NYSE
American Options Fees Schedule, Section VII(A), which provide that
ORF is assessed at a rate of $0.0023 per contract for each
respective exchange. See also Cboe Options Fee Schedule, which
provides an ORF rate of $0.0023 per contract; BOX Options Fee
Schedule Section II(C), which provides an ORF rate of $0.00295 per
contract; MIAX Options Fee Schedule, Section 2(b), which provides an
ORF rate of $0.0017 per contract; MIAX Pearl Fee Schedule, Section
2(b), which provides an ORF rate of $0.0016 per contract; and the
MEMX Fee Schedule which provides an ORF rate of $0.0015.
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Extending the sunset date is also reasonable because doing so would
allow the Exchange additional time to inform its approach to ORF moving
forward while recouping a portion of its regulatory expenses via the
ORF as other options exchanges do. If the Exchange were not allowed to
charge an ORF during this additional time period, then after the sunset
date of December 31, 2025, it would be forced to pay for its regulatory
program solely out of business revenues while working towards an
alternative ORF solution, unlike every other competing exchange, each
of which would continue to assess an ORF, including on transactions
executed on the Exchange, indefinitely. This would impact the
Exchange's ability to assure adequate funding of its regulatory
program.
Extending the ORF sunset date to June 30, 2026 is also equitable
and not unfairly discriminatory because prior to the proposed sunset
date, the ORF would continue to be objectively allocated to Members in
a manner that is consistent with the ORF imposed by the other seventeen
(17) options exchanges. The Exchange will continue to monitor the
amount of revenue collected from the ORF to ensure that it, in
combination with its other regulatory
[[Page 1368]]
fees and fines, does not exceed the Exchange's total regulatory costs.
B. Self-Regulatory Organization's Statement on Burden on Competition
MIAX Sapphire does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. This proposal will not create
an unnecessary or inappropriate intra-market burden on competition
because the ORF will apply to all customer activity, and is designed to
enable the Exchange to recover a material portion of the Exchange's
cost related to its regulatory activities. This proposal will not
create an unnecessary or inappropriate inter-market burden on
competition because it will be a regulatory fee that supports
regulation in furtherance of the purposes of the Act. The Exchange is
obligated to ensure that the amount of regulatory revenue collected
from the ORF, in combination with its other regulatory fees and fines,
does not exceed regulatory costs. MIAX Sapphire's ORF, is lower than,
or comparable to, fees charged by other options exchanges for the same
or similar services.
The Exchange notes that while it does not believe that its proposed
ORF will impose any burden on inter-market competition, the Exchange
not charging an ORF or being precluded from charging an ORF after
December 31, 2025 but prior to the proposed sunset date of June 30,
2026 would, in-fact, represent a significant burden on the Exchange's
ability to assure adequate funding of its regulatory program. As noted
above, the Exchange is a new entrant in the highly competitive
environment for equity options trading. Also, as noted above, all
registered options exchanges currently impose the ORF on their members,
and such ORF fees imposed by other options exchanges currently do and
will continue to extend to executions occurring on the Exchange. The
Exchange believes that in order to compete with these existing options
exchanges, it must, in fact, impose an ORF on its Members during this
additional sunset period, and that the inability to do so would result
in an unfair competitive disadvantage to the Exchange.
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) of the Act \14\ and paragraph (f) of Rule 19b-4 \15\
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 change should be approved or
disapproved.
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\14\ 15 U.S.C. 78s(b)(3)(A).
\15\ 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#1062657c753d737f7d7d757e6463506375733e777f66"><span class="__cf_email__" data-cfemail="4d3f382128602e2220202823393e0d3e282e632a223b">[email protected]</span></a>. Please include
file number SR-SAPPHIRE-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-SAPPHIRE-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-SAPPHIRE-2025-46 and should be submitted
on or before February 3, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
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\16\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-00417 Filed 1-12-26; 8:45 am]
BILLING CODE 8011-01-P
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