Federal & State Lawfederalstatelaw.com
Home/Federal/Federal Register/2026-00520
Notice2026-00520

Self-Regulatory Organizations; Cboe C2 Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Fee Schedule To Reflect Adjustments to the Financial Industry Regulatory Authority, Inc. (“FINRA”) Annual System Processing Fee Assessed Only During Renewals and Continuing Education Fee

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
January 14, 2026

Issuing agencies

Securities and Exchange Commission

Full Text

<html>
<head>
<title>Federal Register, Volume 91 Issue 9 (Wednesday, January 14, 2026)</title>
</head>
<body><pre>
[Federal Register Volume 91, Number 9 (Wednesday, January 14, 2026)]
[Notices]
[Pages 1568-1570]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-00520]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-104569; File No. SR-C2-2026-001]


Self-Regulatory Organizations; Cboe C2 Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
Its Fee Schedule To Reflect Adjustments to the Financial Industry 
Regulatory Authority, Inc. (``FINRA'') Annual System Processing Fee 
Assessed Only During Renewals and Continuing Education Fee

January 9, 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 January 2, 2026, Cboe C2 Exchange, Inc. (the ``Exchange'' or 
``C2'') 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.
---------------------------------------------------------------------------

    \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

    Cboe C2 Exchange, Inc. (the ``Exchange'' or ``C2'') is filing with 
the Securities and Exchange Commission (``Commission'') a proposed rule 
change to amend its Fee Schedule to reflect adjustments to the 
Financial Industry Regulatory Authority, Inc. (``FINRA'') Annual System 
Processing Fee Assessed only during Renewals and Continuing Education 
Fee. 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/options/regulation/rule_filings/bzx/">https://www.cboe.com/us/options/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 proposes to amend its Fee Schedule regarding 
Regulatory Fees to reflect updates to the FINRA Annual System 
Processing Fee Assessed only during Renewals (``FINRA Annual System 
Processing Fee'') and Continuing Education Fee.\3\ By way of 
background, FINRA proposed, and the Commission approved, a proposed 
rule change to increase fees related to FINRA's core regulatory 
functions and use of its programs and services.\4\ The rule change will 
occur through phased implementation over several years between 2025 and 
2029.\5\ Beginning in 2026, FINRA will assess amended fees for Annual 
System Processing and Continuing Education.\6\ The Exchange proposes to 
amend its Fee Schedule to mirror the amended FINRA fees. The applicable 
fees are collected and retained by FINRA via Web CRD \7\ for the 
registration of associated persons of the Exchange Trading Permit 
Holders \8\ (``TPH'') that are not also FINRA members (``Non-FINRA 
members''). The Exchange merely lists these fees on its Fee Schedule 
and does not collect or retain the fees.
---------------------------------------------------------------------------

    \3\ See Securities Exchange Act Release No. 34-101696 (November 
8, 2024), 85 FR 66592 (November 27, 2024) (SR-FINRA-2024-019) 
(Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change to Adjust FINRA Fees to Provide Sustainable Funding for 
FINRA's Regulatory Mission).
    \4\ See id.
    \5\ See id.
    \6\ See id.
    \7\ FINRA operates Web CRD, the central licensing and 
registration system for the U.S. securities industry. FINRA uses Web 
CRD to maintain the qualification, employment, and disciplinary 
histories of registered associated persons of broker-dealers.
    \8\ See Exchange Rule 1.1. Definitions. The terms ``Trading 
Permit Holder'' or ``TPH'' mean an Exchange-recognized holder of a 
Trading Permit. A Trading Permit Holder is deemed a ``member'' under 
the Exchange Act.
---------------------------------------------------------------------------

    Specifically, the Exchange proposes to amend the current $70 FINRA 
Annual System Processing Fee to create a tiered fee structure based on 
the total number of securities regulators with which each registered 
person of a TPH is registered, excluding registration as an investment 
advisor representative. Under the current fee structure, as of January 
2, 2024, a flat $70 fee applies to each registered person of a TPH that 
is not

[[Page 1569]]

also a FINRA member.\9\ FINRA's costs and resources allocated to 
processing information for TPHs' registered persons depends, in part, 
on the number of securities regulators with which each registered 
person is registered.\10\ To account for the variability in costs 
incurred, FINRA will replace the current flat fee structure with the 
tiered rate structure described above beginning in 2026.\11\ This 
change to the Exchange's Fee Schedule is proposed in accordance with 
the FINRA rule change adjusting its Annual System Processing Fee.\12\
---------------------------------------------------------------------------

    \9\ As part of the proposed change, the Exchange also proposes 
to remove reference to the $45 fee that was in effect through 
December 21, 2023.
    \10\ Supra note 3.
    \11\ Supra note 3.
    \12\ Supra note 3.
---------------------------------------------------------------------------

    The proposed fee structure is as follows: a $70 annual fee for 
registered persons of a TPH with 1-5 securities regulators, a $95 
annual fee for registered persons of a TPH with 6-20 securities 
regulators; a $110 annual fee for registered persons of a TPH with 21-
40 securities regulators; and a $125 annual fee for registered persons 
of a TPH with 41 or more securities regulators. Thus, the Annual System 
Processing Fee for Non-FINRA members will be calculated based on the 
total number of securities regulators with which each registered person 
of a TPH is registered.
    Additionally, the Exchange proposes to amend the Continuing 
Education Fee for all registration from the current $18 to $25. FINRA, 
in conjunction with other Self-Regulatory Organizations and the 
Securities Industry/Regulatory Council on Continuing Education, 
administers the continuing education program for the securities 
industry.\13\ The Regulatory Element of the continuing education 
program provides training on significant rule changes and other 
regulatory developments relevant to each registration category. FINRA 
will begin assessing an increased fee of $25 beginning in 2026 for the 
Regulatory Element of the continuing education program.\14\ Thus, the 
Exchange proposes to amend its Fee Schedule to change the Continuing 
Education Fee to $25 beginning in 2026.
---------------------------------------------------------------------------

    \13\ Supra note 3.
    \14\ Supra note 3.
---------------------------------------------------------------------------

    The FINRA Web CRD Fees are user-based, and there is no distinction 
in the cost incurred by FINRA if the user is a FINRA member itself, 
associated with a FINRA member organization, or a Non-FINRA member. 
Accordingly, the proposed fees mirror those fees FINRA will begin 
assessing in 2026.
2. Statutory Basis
    The Exchange believes the proposed rule change is consistent with 
the Securities Exchange Act of 1934 (the ``Act'') and the rules and 
regulations thereunder applicable to the Exchange and, in particular, 
the requirements of Section 6(b) of the Act.\15\ Specifically, the 
Exchange believes the proposed rule change is consistent with the 
Section 6(b)(5) \16\ requirements that the rules of an exchange be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, to remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general, to protect investors and the public interest. Additionally, 
the Exchange believes the proposed rule change is consistent with 
Section 6(b)(4) of the Act,\17\ which requires that Exchange rules 
provide for the equitable allocation of reasonable dues, fees, and 
other charges among its TPHs and other persons using its facilities. 
All similarly situated FINRA member organizations are subject to the 
same fees structure, and all must use the CRD system for registration 
and disclosure.
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(5).
    \17\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------

    The Exchange believes the proposed changes to the FINRA Annual 
System Processing Fee is reasonable because the proposed fee structure 
is identical to tiered fee structure adopted by FINRA for use of the 
Web CRD system.\18\ FINRA bears the costs of processing information for 
TPHs' registered persons through Web CRD. The cost borne depends, in 
part, on the number of securities regulators with which each registered 
person is registered.\19\ Additionally, the Exchange believes the 
proposed changes to the FINRA Continuing Education Fee is reasonable 
because the amended fee will also become identical to the fee adopted 
by FINRA beginning in 2026 for the provision of continuing 
education.\20\ Thus, the Exchange's Fee Schedule will reflect the 
current rates that will be assessed by FINRA as of 2026 for use of Web 
CRD by any TPHs' registered person that is not also a FINRA member. The 
Exchange believes the proposed fee changes are equitable and not 
unfairly discriminatory, because the Exchange will not be collecting or 
retaining these fees, and therefore, the Exchange will not be in a 
position to apply them in an inequitable or unfairly discriminatory 
manner.
---------------------------------------------------------------------------

    \18\ Supra note 3.
    \19\ Supra note 3.
    \20\ Supra note 3.
---------------------------------------------------------------------------

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 intramarket or intermarket competition that is not 
necessary or appropriate in furtherance of the purposes of the Act. The 
Exchange does not believe that the proposed rule change will impose any 
burden on intramarket competition because as the proposed change 
applies uniformly to all market participants. The proposal will reflect 
the fees that will be assessed by FINRA to all market participants 
(FINRA and Non-FINRA members) for uses of Web CRD. Additionally, the 
Exchange believes that its proposal will not impose an undue burden on 
competition because the Exchange will not be collecting or retaining 
these fees, therefore, the Exchange will not be in a position to apply 
them in an inequitable or unfairly discriminatory manner.

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 \21\ and paragraph (f) of Rule 19b-4 \22\ 
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.
---------------------------------------------------------------------------

    \21\ 15 U.S.C. 78s(b)(3)(A).
    \22\ 17 CFR 240.19b-4(f).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing,

[[Page 1570]]

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#b0c2c5dcd59dd3dfddddd5dec4c3f0c3d5d39ed7dfc6"><span class="__cf_email__" data-cfemail="6e1c1b020b430d0103030b001a1d2e1d0b0d40090118">[email&#160;protected]</span></a>. Please include 
file number SR-C2-2026-001 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-C2-2026-001. 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-C2-2026-001 and should be submitted on 
or before February 4, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
---------------------------------------------------------------------------

    \23\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2026-00520 Filed 1-13-26; 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>
View on FederalRegister.gov →Plain-text source
Indexed from Federal Register on January 14, 2026.

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.