Notice2026-03240
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Fee Schedule
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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 8028-8031]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-03240]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104845; File No. SR-CboeBZX-2026-014]
Self-Regulatory Organizations; Cboe BZX 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 BZX Exchange, Inc. (``Exchange'' or ``BZX'')
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 BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') proposes to
amend its Fee Schedule to introduce a new fee code and add language to
bring the Fee Schedule into compliance with Regulation NMS Rule 610(d),
which becomes effective on February 2, 2026. The Exchange also proposes
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 (``BZX Equities'') to introduce a new fee
code and add language to bring the Fee Schedule into compliance with
Regulation NMS Rule 610(d), which becomes effective on February 2,
2026. The Exchange also proposes 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-CboeBZX-2026-009). 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 amend certain definitions
found in the Fee Schedule to provide additional clarity to Members
regarding certain volume calculations. Specifically, the Exchange
proposes to revise the definitions of the terms ``OCC Customer
[[Page 8029]]
Volume,'' \7\ ``Step-Up ADAV,'' \8\ ``Step-Up ADV,'' \9\ ``Step-Up Add
TCV,'' \10\ ``Step-Up Remove TCV,'' \11\ and ``Tape B Step-Up Add TCV''
\12\ to remove a reference to the word ``current'' and replace this
word with the term ``the prior month's.'' This change is necessary to
ensure that certain definitions that currently exist on the Exchange's
Fee Schedule are also consistent with Regulation NMS Rule 610(d).
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\7\ ``OCC Customer Volume'' or ``OCV'' for purposes of equities
pricing means the total equity and ETF options volume that clear in
the Customer range at the Options Clearing Corporation (``OCC'') for
the month for which the fees apply, excluding volume on any day that
the Exchange experiences an Exchange System Disruption and on any
day with a scheduled early market close, using the definition of
Customer as provider under the Exchange's fee schedule for BZX
Options.
\8\ ``Step-Up ADAV'' means ADAV in the relevant baseline month
subtracted from current ADAV.
\9\ ``Step-Up ADV'' means ADV in the relevant baseline month
subtracted from current day ADV.
\10\ ``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.
\11\ ``Step-Up Remove TCV'' means ADV resulting from orders that
remove liquidity as a percentage of TCV in the relevant baseline
month subtracted from current ADV resulting from orders that remove
liquidity as a percentage of TCV.
\12\ ``Tape B Step-Up Add TCV'' means ADAV in Tape B securities
as a percentage of TCV in the relevant baseline month subtracted
from current ADAV in Tape B securities as a percentage of TCV.
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In addition, the Exchange proposes to remove obsolete definitions
from the Fee Schedule. Specifically, the Exchange proposes to remove
the definitions of ``Options Add OCV,'' \13\ ``Options Customer Add
OCV,'' \14\ ``Options Customer Remove OCV,'' \15\ ``Options Market
Maker Add OCV,'' \16\ and ``Options Step-Up Add OCV'' \17\ from the Fee
Schedule as these terms are no longer being utilized by tiers currently
offered by the Exchange.
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\13\ ``Options Add OCV'' for purposes of equities pricing means
ADAV as a percentage of OCV, using the definitions of ADAV and OCV
as provided under the Exchange fee schedule for BZX Options.
\14\ ``Options Customer Add OCV'' for purposes of equities
pricing means ADAV resulting from Customer orders as a percentage of
OCV, using the definitions of ADAV, Customer and OCV as provided
under the Exchange fee schedule for BZX Options.
\15\ ``Options Customer Remove OCV'' for purposes of equities
pricing means ADAV resulting from Customer orders that remove
liquidity as a percentage of OCV, using the definitions of ADAV,
Customer and OCV as provided under the Exchange fee schedule for BZX
Options.
\16\ ``Options Market Maker Add OCV'' for purposes of equities
pricing means ADAV resulting from Market Maker orders as a
percentage of OCV, using the definitions of ADAV, Market Maker and
OCV as provided under the Exchange fee schedule for BZX Options.
\17\ ``Options Step-Up Add OCV'' for purposes of equities
pricing means ADAV as a percentage of OCV in January 2014 subtracted
from current ADAV as a percentage of OCV, using the definitions of
ADAV and OCV as provided under the Exchange fee schedule for BZX
Options.
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Fee Codes
Currently, the Exchange appends fee codes AC,\18\ AL,\19\ and AN
\20\ to LMM orders in LMM Securities,\21\ and denotes under footnote
14, subparagraph (D) of the Fee Schedule that:
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\18\ Fee code AC is appended to orders executed in the Closing
Auction in BZX-listed securities.
\19\ Fee code AL is appended to late-limit-on-close orders
executed in the Closing Auction in BZX-listed securities.
\20\ Fee code AN is appended to Continuous Book Orders that
execute in the Opening or Closing Auction in BZX-listed securities.
\21\ The term ``LMM Securities'' means a BZX-listed security for
which a Member is an LMM.
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<bullet> ``LMMs in BZX-listed securities will transact for free in
the Closing Auction in their LMM Securities, including continuous book
orders executed during the Closing Auction[.];'' and
<bullet> ``LMMs in BZX-listed securities will transact for free in
continuous book orders executing during the Opening Auction in their
LMM Securities.''
In order to simplify billing processes associated with the
requirement to comply with Regulation NMS Rule 610(d) on February 2,
2026, the Exchange proposes to introduce fee code AM, which would be
appended to an LMM's order in an LMM Security that executes during the
Closing Auction or an LMM's continuous book order in an LMM Security
that executes during the Opening Auction. Orders appended with proposed
fee code AM would transact for free on the Exchange and as such, an LMM
would not receive an enhanced rebate or be assessed a fee for its
orders appended with proposed fee code AM. The introduction of proposed
fee code AM would not change the current fee assessed or current rebate
provided to an LMM for its orders in LMM Securities that execute in the
Closing or Opening Auctions, but rather simplifies back-end billing
processes for the Exchange so that an LMM is billed appropriately at
the time of execution.
In addition to introducing new fee code AM, the Exchange proposes
to amend footnote 14, subparagraph (D) to remove the references to fee
codes AC, AL, and AN and instead reference fee code AM. This change is
necessary in order to accurately reflect the appropriate fee code
applicable to an LMM's executions in its LMM Securities during the
Closing and Opening Auctions.
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.\22\ Specifically, the Exchange believes the proposed rule change
is consistent with the Section 6(b)(5) \23\ 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) \24\ 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) \25\
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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\22\ 15 U.S.C. 78f(b).
\23\ 15 U.S.C. 78f(b)(5).
\24\ Id.
\25\ 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 and the revised text in the
definitions section of the Fee Schedule related to terms associated
with certain volume calculations 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.
[[Page 8030]]
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.
In addition, the Exchange believes that its proposal to introduce
fee code AM is reasonable, equitable, and consistent with the Act
because such change is designed to simplify back-end billing processes
for the Exchange and does not alter the fee assessed or rebate provided
to an LMM for its transactions in LMM Securities that occur during the
Closing or Opening Auctions so that the LMM may be billed appropriately
in connection with the fee transparency requirements under Regulation
NMS Rule 610(d). The Exchange further believes that the proposed
introduction of fee code AM is not unfairly discriminatory because it
applies to all LMMs equally, in that the proposed fee code will apply
to all LMMs and fee code AM will be applied to all orders matching the
revised description. Similarly, the Exchange's proposed amendment to
footnote 14, subparagraph (D) is reasonable, equitable, and consistent
with the Act because the change aligns the footnote with the
appropriate fee code, which replaces the existing fee codes referenced
in the fee schedule. This proposed change to footnote 14, subparagraph
(D) is not unfairly discriminatory because provides clarity to all
Users who access the fee schedule, including LMMs.
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 believes the proposed fee code AM does not
impose any burden on intramarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act. The proposed fee
code AM would apply to all LMMs equally in that all LMMs would be
subject to the proposed definition and fee code AM will be applied to
all orders matching the proposed description.
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.\26\ 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.'' \27\ 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 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'. . . .''.\28\
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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\26\ 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).
\27\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005).
\28\ 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 \29\ and paragraph (f) of Rule 19b-4 \30\
thereunder. At any time within 60 days of the filing of the proposed
rule
[[Page 8031]]
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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\29\ 15 U.S.C. 78s(b)(3)(A).
\30\ 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#7705021b125a14181a1a121903043704121459101801"><span class="__cf_email__" data-cfemail="a3d1d6cfc68ec0cccecec6cdd7d0e3d0c6c08dc4ccd5">[email protected]</span></a>. Please include
file number SR-CboeBZX-2026-014 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-CboeBZX-2026-014. 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-CboeBZX-2026-014 and should be submitted
on or before March 12, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\31\
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\31\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2026-03240 Filed 2-18-26; 8:45 am]
BILLING CODE 8011-01-P
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