Notice2026-02797
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
Primary source
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Published
February 12, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 29 (Thursday, February 12, 2026)</title>
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[Federal Register Volume 91, Number 29 (Thursday, February 12, 2026)]
[Notices]
[Pages 6689-6691]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-02797]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104780; File No. SR-PEARL-2026-04]
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
February 9, 2026.
Pursuant to 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 January 28, 2026, 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 amend the General Notes section of the Fee
Schedule to bring the Exchange's transaction fees and rebates into
compliance with Regulation NMS Rule 610(d), which becomes effective on
February 2, 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/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 purpose of the proposed rule change is to amend the General
Notes section of the Fee Schedule to bring the Exchange's transaction
fees and rebates into compliance with Regulation NMS Rule 610(d), which
becomes effective on February 2, 2026.
On September 18, 2024, the Securities and Exchange Commission
(``Commission'') adopted several amendments to Regulation NMS in order
to increase the transparency of exchange fees and rebates.\3\ New
Regulation NMS Rule 610(d) provides that ``[a] national securities
exchange shall not impose, nor permit to be imposed, any fee or fees,
or provide, or permit to be provided, any rebate or other remuneration,
for the execution of an order in an NMS stock that cannot be determined
at the time of execution.'' \4\ The compliance date for new Regulation
NMS Rule 610(d) is the first business day of February 2026, which is
Monday, February 2, 2026.\5\
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\3\ See Securities Exchange Act Release No. 101070 (Sept. 18,
2024), 89 FR 81620 (Oct. 8, 2024) (File No. S7-30-22) (Regulation
NMS: Minimum Pricing Increments, Access Fees, and Transparency of
Better Priced Orders.) (``Rule 610(d) Adopting Release'').
\4\ 17 CFR 242.610(d).
\5\ See Securities Exchange Act Release No. 104172 (October 31,
2025), 90 FR 51418 (November 17, 2025) (Order Granting Temporary
Exemptive Relief, Pursuant to Section 36(a)(1) of the Securities
Exchange Act of 1934 and Rules 610(f) and 612(d) of Regulation NMS,
From Compliance With Rule 600(b)(89)(i)(F), Rule 610(c), Rule 610(d)
and Rule 612 of Regulation NMS, as Amended).
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Currently, the Exchange establishes certain transaction fees and
rebates for equities executions that are based on tiers calculated
using volume figures from trading or quoting activity in the current
month. This means that the fees and rebates at the Exchange associated
with a given equities execution often cannot be determined at the time
of execution, but only retroactively at the end of the month in which
the execution occurred. In order to ensure that its transaction fees
and rebates for equities executions are compliant with new Regulation
NMS Rule 610(d), the Exchange is adding the following text to the
General Notes section of the Fee Schedule:
In compliance with Rule 610(d) of Regulation NMS, effective
February 2, 2026, for purposes of determining quoting or transaction
volumes for fees and rebates qualifications under Section 1)
Transaction Rebates/Fees, all volume figures will be derived from
quoting or trading activity in the prior month. Consequently, new
Equity Members will receive the base rates in their first month of
trading.
This change will ensure that all Exchange participants will be able
to ascertain at the time of execution all the transactions fees and
rebates associated with an execution of an order in an NMS stock at the
Exchange.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\6\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\7\ in particular, in that it provides
for the equitable allocation of reasonable dues, fees and other charges
among members and issuers and other persons using any facility, and is
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(4) and (5).
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The Exchange's proposed change to its Fee Schedule is reasonable in
several respects. As a threshold matter, the Exchange is subject to
significant competitive forces in the market for equity securities
transaction services that constrain its pricing determinations in that
market. The fact that this market is competitive has long been
recognized by the courts. In NetCoalition v. Securities and Exchange
Commission, the D.C. Circuit stated as follows: ``[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 order-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 possesses a monopoly,
regulatory or otherwise, in the execution
[[Page 6690]]
of order flow from broker dealers'. . . .'' \8\
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\8\ NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010)
(quoting Securities Exchange Act Release No. 59039 (Dec. 2, 2008),
73 FR 74770, 74782-83 (Dec. 9, 2008) (SR-NYSEArca-2006-21)).
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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, while adopting a series of steps to improve the current market
model, 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.'' \9\
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\9\ Securities Exchange Act Release No. 51808 (June 9, 2005), 70
FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting
Release'').
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Numerous indicia demonstrate the competitive nature of this market.
For example, clear substitutes to the Exchange exist in the market for
equity security transaction services. The Exchange is only one of
several equity venues to which market participants may direct their
order flow. Competing equity exchanges offer similar tiered pricing
structures to that of the Exchange, including schedules of rebates and
fees that apply based upon members achieving certain volume thresholds.
Within this environment, market participants can freely and often
do shift their order flow among the Exchange and competing venues in
response to changes in their respective pricing schedules. As such, the
proposal represents a reasonable attempt by the Exchange to increase
its liquidity and market share relative to its competitors.
The Exchange believes that the modification made in this filing to
the transaction fees and rebates is reasonable because it attempts to
preserve the current quoting and trading incentives, while bringing
them into compliance with the requirements of new Regulation NMS Rule
610(d). Currently, Equity Members \10\ are assessed certain execution
fees, and paid certain execution rebates, based on tiers calculated
using volume figures from trading and quoting activity in the current
month. In order to bring these existing fees and rebates into
compliance with new Regulation NMS Rule 610(d), the Exchange is
modifying these fees and rebates so that they are based on tiers
calculated using volume figures from trading and quoting activity in
the immediate prior month for the relevant current month. This way all
fees and rebates associated with the execution of an order in an NMS
stock at the Exchange can be determined at the time of execution of
said order. All existing fees and rebates remain otherwise unchanged.
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\10\ 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 Exchange believes that the modified schedule of transaction
fees and rebates is an equitable allocation and is not unfairly
discriminatory because the Exchange will apply the same fees and
rebates to all similarly situated Equity Members.
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 not necessary or appropriate in
furtherance of the purposes of the Act. In terms of inter-market
competition, the Exchange notes that it operates in a highly
competitive market in which market participants can readily favor
competing venues if they deem fee levels at a particular venue to be
excessive, or rebate opportunities available at other venues to be more
favorable. In such an environment, the Exchange must continually adjust
its fees to remain competitive with other exchanges and with
alternative trading systems that have been exempted from compliance
with the statutory standards applicable to exchanges. Because
competitors are free to modify their own fees in response, and because
market participants may readily adjust their order routing practices,
the Exchange believes that the degree to which fee changes in this
market may impose any burden on competition is extremely limited.
In this instance, the proposed change to the fees and rebates
available to Equity Members for execution of securities in securities
of all three Tapes do not impose a burden on competition because the
Exchange's execution services are completely voluntary and subject to
extensive competition both from other exchanges and from off-exchange
venues.
The proposed fees and rebates are identical to the Exchange's
existing fees and rebates, except that in order to comply with new
Regulation NMS Rule 610(d), all transaction fees and rebates that are
based on tiers of transaction or quoting volumes will now be calculated
using volume figures derived from trading and quoting activity in the
prior month.
In sum, if the change proposed herein is unattractive to market
participants, it is likely that the Exchange will lose market share as
a result. Accordingly, the Exchange does not believe that the proposed
change will impair the ability of Equity Members or competing order
execution venues to maintain their competitive standing in the
financial markets. In terms of intra-market competition, the modified
transaction fees and rebates will apply equally to all Equity Members
of the Exchange. Therefore, the proposed change does not impose any
burden on competition. However, even if these fees and rebates imposed
a burden on competition, such a burden would be necessary or
appropriate in furtherance of the purposes of the Act because the
proposed change is being made to bring the Exchange's schedule of
transactions of fees and rebates into compliance with new Regulation
NMS Rule 610(d).
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,\11\ and Rule 19b-4(f)(2) \12\ 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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\11\ 15 U.S.C. 78s(b)(3)(A)(ii).
\12\ 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
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<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#e290978e87cf818d8f8f878c9691a2918781cc858d94"><span class="__cf_email__" data-cfemail="1765627b723a74787a7a727963645764727439707861">[email protected]</span></a>. Please include
file number SR-PEARL-2026-04 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-2026-04. 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-2026-04 and should be submitted on
or before March 5, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-02797 Filed 2-11-26; 8:45 am]
BILLING CODE 8011-01-P
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