Notice2026-00797
Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX Pearl Equities Fee Schedule To Adopt a New Market Quoting Program
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Published
January 16, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 11 (Friday, January 16, 2026)</title>
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[Federal Register Volume 91, Number 11 (Friday, January 16, 2026)]
[Notices]
[Pages 2223-2226]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-00797]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104583; File No. SR-PEARL-2025-53]
Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing
and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX
Pearl Equities Fee Schedule To Adopt a New Market Quoting Program
January 13, 2026.
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 December 31, 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.
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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 proposes to amend the fee schedule (the ``Fee
Schedule'') applicable to MIAX Pearl Equities, an equities trading
facility of the Exchange, to adopt a new Market Quoting Program
(described below) to provide an enhanced rebate for executions of
orders in securities priced at or above $1.00 per share during the
Early,\3\ Regular,\4\ and Late Trading Sessions \5\ (together ``all
trading sessions'') that add displayed liquidity to the Exchange across
all Tapes and where the Equity Member \6\ meets certain market quality
measures in a certain number of securities.
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\3\ The term ``Early Trading Session'' shall mean the time
between 4:00 a.m. and 9:30 a.m. Eastern Time. See Exchange Rule
1901.
\4\ 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.
\5\ The term ``Late Trading Session'' shall mean the time
between 4:00 p.m. and 8:00 p.m. Eastern Time. See Exchange Rule
1901.
\6\ The term ``Equity Member'' is a Member authorized by the
Exchange to transact business on MIAX Pearl Equities. See Exchange
Rule 1901.
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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 Section 1)d) of the Fee Schedule to
remove the heading ``Reserved.'' and replace it with ``Market Quoting
Program''.
Under the proposed Market Quoting Program, the Exchange will
provide an enhanced rebate of ($0.0026) \7\ 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 for an Equity Member that achieves a ``Percent Time at NBBO''
\8\ of at least 50% in at least 750 securities that are multi-listed
securities on the Exchange during the relevant month. The Liquidity
Indicator Codes applicable to this rebate will be as follows: AA, EA,
FA, AB, EB, FB, AC, EC, and FC.\9\ Equity Members who achieve and
receive this rebate will not be eligible for the NBBO Setter Additive
Rebate \10\ or NBBO First Joiner Additive Rebate.\11\ Equity Members
will receive the higher rebate of either the tiered rebates set forth
in the NBBO Setter Plus Table under the NBBO Setter Plus Program \12\
or the enhanced rebate provided by the proposed Market Quoting Program.
The Exchange notes that the enhanced rebate provided under the proposed
Market Quoting Program will not apply to executions of orders in
securities priced below $1.00 per share across all Tapes.
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\7\ Rebates are indicated by parentheses. See the General Notes
section of the Fee Schedule.
\8\ ``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 Fee Schedule, Definitions.
\9\ See Fee Schedule, Sections 1)a)-b).
\10\ The NBBO Setter Additive Rebate is an additive rebate of
($0.00035) 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. Equity Members must
execute at least 0.015% of NBBO Set Volume as a percentage of TCV
during the relevant month to qualify for this 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.
\11\ The NBBO First Joiner Additive Rebate 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. Equity
Members must execute at least 0.015% of NBBO Set Volume as a
percentage of TCV during the relevant month to qualify for this
rebate. See Id.
\12\ In general, the NBBO Setter Plus 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.
See Fee Schedule, Section 1)c), NBBO Setter Plus Table. The Exchange
will continue calculating the rebates for Equity Members who qualify
for the enhanced rebates set forth in the NBBO Setter Plus Program
under Section 1)c) of the Fee Schedule. Equity Members will not need
to opt in any of the rebate programs offered by the Exchange.
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The proposed Market Quoting Program is designed to encourage Equity
Members, through the provision of an enhanced 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, to promote price discovery and market quality by quoting at
the NBBO for a significant portion of each month in at least 750 multi-
listed securities across all Tapes, thereby benefitting investors by
providing improved trading conditions for all market participants
through narrower bid-ask spreads and increased depth of liquidity
available at the NBBO in these securities. The Exchange notes that the
proposed Market Quoting Program is comparable to other quoting-based
incentives offered by other exchanges, which offer pricing incentives
applicable to a specific set of securities based on a member's market
quality measurement over a specified period of time.\13\
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\13\ See MEMX LLC (``MEMX'') Equities Fee Schedule, Additive
Rebates section, available at <a href="https://info.memxtrading.com/equities-trading-resources/us-equities-fee-schedule/">https://info.memxtrading.com/equities-trading-resources/us-equities-fee-schedule/</a> (providing additive
rebate of $0.0002 per share for a member that has an NBBO time of at
least 50% in an average of at least 500 Tape C securities per
trading day during the month); see also, e.g., Securities Exchange
Act Release Nos. 102789 (April 8, 2025) 90 FR 15600 (April 14, 2025)
(SR-MEMX-2025-09) (Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change To Amend the Exchange's Equities Fee Schedule
Concerning Additive Rebates); see also 77846 (May 17, 2016) 81 FR
32356 (May 23, 2016) (SR-BatsBZX-2016-18) (Notice of filing and
immediate effectiveness of a proposed rule change to Rules 15.1(a)
and (c) in order to implement a Tape B Quoting Tier).
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[[Page 2224]]
Implementation
The proposed changes are effective beginning January 1, 2026.
2. Statutory Basis
The Exchange believes that its proposal to amend its Fee Schedule
is consistent with Section 6(b) of the Act \14\ in general, and
furthers the objectives of Section 6(b)(4) of the Act \15\ 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) \16\ 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.
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\14\ 15 U.S.C. 78f(b).
\15\ 15 U.S.C. 78f(b)(4).
\16\ 15 U.S.C 78f(b)(5).
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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 November 2025, based on publicly available
information, no single registered equities exchange had more than
approximately 14.55% of the total market share of executed volume of
equities trading.\17\ 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 November
2025, the Exchange represented 0.96% of the total market share of
executed volume of equities trading.\18\ The Securities and Exchange
Commission (``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.'' \19\
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\17\ 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 December 17,
2025).
\18\ Id.
\19\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37499 (June 29, 2005).
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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 increase
their quoting at the NBBO (or better) on the Exchange, which will
enhance market quality in both a broad manner and in a targeted manner
with respect to the Markey Quoting Program, which the Exchange believes
would promote price discovery and enhance liquidity and market quality
on the Exchange to the benefit of all Equity Members and market
participants.
The Exchange believes that the proposed change to adopt the Market
Quoting Program that would provide an enhanced rebate for executions of
orders in securities priced at or above $1.00 per share during all
trading sessions that add displayed liquidity to the Exchange across
all Tapes when certain market quality measurements are met is
reasonable because, as described above, such change is designed to
encourage Equity Members to increase their order flow, including in the
form of displayed, NBBO-setting orders under the required criteria, as
applicable, to the Exchange. The Exchange believes, in turn, this will
promote price discovery, enhance liquidity and market quality, and
contribute to a more robust and well-balanced market ecosystem on the
Exchange to the benefit of all Equity Members and market participants.
In addition, the Exchange believes its proposal is reasonable and
consistent with an equitable allocation of fees to pay a higher rebate
than the base rebate for executions of orders in securities priced at
or above $1.00 per share during all trading sessions that add displayed
liquidity to the Exchange across all Tapes to Equity Members that
qualify for the Market Quoting Program because of the additional
commitment to market quality reflected in the associated quoting
requirements.
The Exchange notes that volume and quoting-based incentives have
been widely adopted by exchanges, including the Exchange, and are
reasonable, equitable and not unfairly discriminatory because they are
open to all Equity Members on an equal basis and provide additional
benefits that are reasonably related to the value to an exchange's
market quality associated with higher levels of market activity, such
as higher levels of liquidity provision and/or growth patterns, and the
introduction of higher volumes of orders into the price and volume
discovery process. Furthermore, as noted above, the proposed Market
Quoting Program is similar in structure and purpose to pricing programs
in place at other exchanges that are designed to enhance market
quality.\20\ Specifically, these programs provide a higher and/or
additive rebate for executions of a certain subset of securities that
achieve minimum quoting standards, including minimum quoting at the
NBBO in a large number of securities, generally, or certain designated
securities, in particular.
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\20\ See supra note 13.
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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. As described more
fully below in the Exchange's statement regarding the burden on
competition, the Exchange believes that its transaction pricing is
subject to significant competitive forces, and that the proposed
enhanced rebate described
[[Page 2225]]
herein is appropriate to address such forces.
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. Instead, as discussed above, the proposal
is intended to enhance market quality on the Exchange in a large number
of securities and to incentivize market participants to direct
additional order flow to the Exchange, thereby enhancing liquidity and
market quality on the Exchange to the benefit of all Equity Members and
market participants. As a result, the Exchange believes the proposal
would enhance its competitiveness as a market that attracts actionable
orders, thereby making it a more desirable destination venue for its
customers. For these reasons, the Exchange believes that the proposal
furthers the Commission's goal in adopting Regulation NMS of fostering
competition among orders, which promotes ``more efficient pricing of
individual stocks for all types of orders, large and small.'' \21\
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\21\ See supra note 19.
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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. As discussed above, the
Exchange believes that the proposal would incentivize Equity Members to
promote price discovery and market quality by quoting at the NBBO for a
significant portion of each month in a large number of securities
across all Tapes, 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, in
turn, believes this will continue to encourage market participants to
direct additional order flow to the Exchange. The opportunity to
qualify for the Market Quoting Program and thus receive the
corresponding enhanced rebate for executions of orders in securities
priced at or above $1.00 per share during all trading sessions that add
displayed liquidity to the Exchange across all Tapes would be available
to all Equity Members that meet the associated criteria for the Market
Quoting Program in any month. As such, the Exchange believes the
proposed change would not impose any burden on intramarket competition
that is not necessary or appropriate in furtherance of the purposes of
the Act.
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 14.55% 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 during all trading sessions that add displayed or non-
displayed liquidity to the Exchange across all Tapes. 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. As described above, the proposed change is a
competitive proposal through which the Exchange is seeking to encourage
additional order flow and quoting activity on the Exchange and to
promote market quality through pricing incentives that are comparable
to incentives in place at other exchanges.\22\ Accordingly, the
Exchange believes the proposal would not burden, but rather promote
intermarket competition by enabling it to better compete with other
exchanges that offer similar incentives to market participants that
enhance market quality and/or achieve certain quoting requirements.
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\22\ See supra note 13.
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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.'' \23\ 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' . . . .'' \24\ Accordingly, the Exchange does not
believe that this proposal would impose any burden on competition that
is not necessary or appropriate in furtherance of the purposes of the
Act.
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\23\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\24\ 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)).
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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,\25\ and Rule 19b-4(f)(2) \26\ 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.
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\25\ 15 U.S.C. 78s(b)(3)(A)(ii).
\26\ 17 CFR 240.19b-4(f)(2).
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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#f785829b92da94989a9a92998384b7849294d9909881"><span class="__cf_email__" data-cfemail="285a5d444d054b4745454d465c5b685b4d4b064f475e">[email protected]</span></a>. Please include
file number SR-PEARL-2025-53 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-2025-53. 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-2025-53 and should be submitted on
or before February 6, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
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\27\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2026-00797 Filed 1-15-26; 8:45 am]
BILLING CODE 8011-01-P
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