Notice2026-03234
Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Fee Schedule
Primary source
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Published
February 19, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 33 (Thursday, February 19, 2026)</title>
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[Federal Register Volume 91, Number 33 (Thursday, February 19, 2026)]
[Notices]
[Pages 8035-8037]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-03234]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104847; File No. SR-CboeBYX-2026-004]
Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
Its Fee Schedule
February 13, 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 February 9, 2026, Cboe BYX Exchange, Inc. (``Exchange'' or ``BYX'')
filed with the Securities and Exchange Commission (``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 BYX Exchange, Inc. (the ``Exchange'' or ``BYX'') proposes to
amend its Fee Schedule to add language to bring the Fee Schedule into
compliance with Regulation NMS Rule 610(d), which becomes effective on
February 2, 2026, and to remove obsolete definitions from the Fee
Schedule. 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 proposes to amend its Fee Schedule applicable to its
equities trading platform (``BYX Equities'') to add language to bring
the Fee Schedule into compliance with Regulation NMS Rule 610(d), which
becomes effective on February 2, 2026, and to remove obsolete
definitions from the Fee Schedule. The Exchange proposes to implement
these changes effective February 2, 2026.\3\
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\3\ The Exchange initially submitted the proposed rule change on
January 28, 2026 (SR-CboeBYX-2026-001). On February 9, 2026, the
Exchange withdrew that filing and submitted this proposal.
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On September 18, 2024, the Commission adopted several amendments to
Regulation NMS in order to increase the transparency of exchange fees
and rebates.\4\ As part of these amendments, the Commission adopted
Regulation NMS Rule 610(d), which provides that ``[a] national
securities exchange shall not impost, nor permit to be imposed, any fee
or fees, or provide, or permit to be provided, and rebate or other
remuneration, for the execution of an order in an NMS stock that cannot
be determined at the time of execution.'' \5\ On October 31, 2025, the
Commission granted temporary exemptive relief from compliance with
Regulation NMS Rule 610(d).\6\ The compliance date for Regulation NMS
Rule 610(d) is the first business day of February 2026, which is
Monday, February 2, 2026.
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\4\ See Securities Exchange Act Release No. 101070 (September
18, 2024), 89 FR 81620 (October 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'').
\5\ 17 CFR 242.610(d).
\6\ See Securities Exchange Act Release No. 104172 (October 31,
2025), 90 FR 51418 (November 17, 2025), File No. S7-30-22,
Regulation NMS: Minimum Pricing Increments, Access Fees, and
Transparency of Better Priced Orders (``Temporary Exemptive
Relief'').
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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
an execution occurred. In order to ensure that its transaction fees and
rebates for equities executions are consistent with Regulation NMS Rule
610(d), the Exchange proposes to add the following language to the
``General Notes'' section of its Fee Schedule:
<bullet> In compliance with Regulation NMS Rule 610(d), effective
February 2, 2026, unless otherwise indicated, all volume figures will
be derived from quoting or trading activity in the prior month.
Consequently, all new 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 transaction fees and
rebates associated with the execution of an order of an NMS stock at
the Exchange.
Additionally, the Exchange proposes to delete certain definitions
from the Fee Schedule that are no longer applicable to the tiers
offered by the Exchange. Specifically, the Exchange proposes to remove
the definitions of
[[Page 8036]]
``Step-Up ADAV,'' \7\ ``Step-Up Auction ADV,'' \8\ ``Step-Up Add TCV,''
\9\ and ``Step-Up Remove TCV,'' \10\ from the Fee Schedule as these
terms are no longer being utilized by tiers currently offered by the
Exchange.
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\7\ ``Step-Up ADAV'' means ADAV in the relevant baseline month
subtracted from current ADAV.
\8\ ``Step-Up Auction ADV'' means Auction ADV in the relevant
baseline month subtracted from current Auction ADV.
\9\ ``Step-Up Add TCV'' means ADAV as a percentage of TCV in the
relevant baseline month subtracted from current ADAV as a percentage
of TCV.
\10\ ``Step-Up Remove TCV'' means remove ADV as a percentage of
TCV in the relevant baseline month subtracted from current remove
ADV as a percentage of TCV.
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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.\11\ Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \12\ 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 the Section 6(b)(5) \13\ 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) \14\
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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\11\ 15 U.S.C. 78f(b).
\12\ 15 U.S.C. 78f(b)(5).
\13\ Id.
\14\ 15 U.S.C. 78f(b)(4).
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The Exchange believes the addition of the text under the ``General
Notes'' section of the Fee Schedule provides for the equitable
allocation of reasonable dues, fees and other charges among its Members
because it allows the Exchange to preserve its current quoting and
trading incentives while also complying with Regulation NMS Rule
610(d). Currently, Members are assessed certain transaction fees and
paid certain transaction rebates based on tiers calculated using volume
figures from trading and quoting activity in the current month. In
order to comply with Regulation NMS Rule 610(d), the Exchange is adding
language that provides that all transaction fees and transaction
rebates shall be calculated using volume figures from trading and
quoting activity in the prior month (unless otherwise indicated). As
such, all transaction fees and transaction rebates associated with the
execution of an order in an NMS stock at the Exchange can be determined
at the time of execution of such order. All existing fees and rebates
remain otherwise unchanged.
The Exchange believes that its modified Fee Schedule is not
unfairly discriminatory because the Exchange will apply its revised
transaction fee and transaction rebate calculations equally to all
Members, in that all Members will receive transaction fees and
transaction rebates based on the previous month's volume and quotation
activity. Therefore, all Members will be able to determine relevant
transaction fees and transaction rebates at the time of execution of an
NMS stock on the Exchange.
Additionally, the Exchange's proposal to remove obsolete
definitions from its Fee Schedule promotes just and equitable
principles of trade, provides for the equitable allocation of
reasonable dues, fees and other charges among its Members, and is not
unfairly discriminatory because the changes apply to all Members
equally in that the definitions will no longer apply for any Member.
Further, removing obsolete language from the Fee Schedule promotes
clarity of the Exchange's Fee Schedule by removing definitions that are
no longer applicable which promotes just and equitable principles of
trade and provides for the equitable allocation of reasonable dues,
fees and other charges among its 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 that is not necessary or appropriate
in furtherance of the purposes of the Act. Rather, as discussed above,
the Exchange believes that the proposed change would encourage the
submission of additional order flow to a public exchange, thereby
promoting market depth, execution incentives and enhanced execution
opportunities, as well as price discovery and transparency for all
Members. As a result, the Exchange believes that the proposed changes
further 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.''
The Exchange believes the proposed rule changes do not impose any
burden on intramarket competition that is not necessary or appropriate
in furtherance of the purposes of the Act. Particularly, the Exchange's
proposal will apply to all Members equally in that all Members are
subject to Regulation NMS Rule 610(d) and will be able to determine
their applicable transaction fees and transaction rebates based on
tiers by utilizing the previous month's trading and quoting activity.
Further, the Exchange's proposal to remove obsolete definitions from
its Fee Schedule will apply equally to all Members in that the
definitions will no longer be applicable to any Members.
Next, the Exchange believes the proposed rule changes do not impose
any burden on intermarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act. The Exchange
operates in a highly competitive market. Members have numerous
alternative venues that they may participate on and direct their order
flow, including other equities exchanges, off-exchange venues, and
alternative trading systems. Additionally, the Exchange represents a
small percentage of the overall market. Based on publicly available
information, no single equities exchange has more than 15% of the
market share.\15\ Therefore, no exchange possesses significant pricing
power in the execution of order flow. Indeed, participants can readily
choose to send their orders to other exchange and off-exchange venues
if they deem fee levels at those other venues to be more favorable.
Moreover, 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.'' \16\ The fact
that this market is competitive has
[[Page 8037]]
also 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 of order flow from broker
dealers'. . . .''.\17\ Accordingly, the Exchange does not believe its
proposed fee change imposes any burden on competition that is not
necessary or appropriate in furtherance of the purposes of the Act.
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\15\ See <a href="https://www.cboe.com/en/markets/us/equities/market-statistics/">https://www.cboe.com/en/markets/us/equities/market-statistics/</a> (last accessed January 26, 2026).
\16\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\17\ 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-NYSEArca-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
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 \18\ and paragraph (f) of Rule 19b-4 \19\
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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\18\ 15 U.S.C. 78s(b)(3)(A).
\19\ 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#354740595018565a5858505b4146754650561b525a43"><span class="__cf_email__" data-cfemail="7f0d0a131a521c1012121a110b0c3f0c1a1c51181009">[email protected]</span></a>. Please include
file number SR-CboeBYX-2026-004 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-CboeBYX-2026-004. 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-CboeBYX-2026-004 and should be submitted
on or before March 12, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
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\20\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2026-03234 Filed 2-18-26; 8:45 am]
BILLING CODE 8011-01-P
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