Notice2026-05130
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Fee Schedule Concerning Equities Transaction Pricing
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Published
March 17, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 51 (Tuesday, March 17, 2026)</title>
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[Federal Register Volume 91, Number 51 (Tuesday, March 17, 2026)]
[Notices]
[Pages 12854-12858]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-05130]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104983; File No. SR-MEMX-2026-07]
Self-Regulatory Organizations; MEMX LLC; Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change To Amend the
Exchange's Fee Schedule Concerning Equities Transaction Pricing
March 12, 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 February 27, 2026, MEMX LLC (``MEMX'' or the ``Exchange'')
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
[[Page 12855]]
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 is filing with the Commission a proposed rule change
to amend the Exchange's fee schedule applicable to Members \3\ (the
``Fee Schedule'') pursuant to Exchange Rules 15.1(a) and (c). As is
further described below, the Exchange proposes to: (i) make certain
additions and amendments related to Step-Up tiers in the Definitions
section of the Fee Schedule, both in general and in light of Regulation
NMS Rule 610(d), and (ii) modify the required criteria under Liquidity
Provision Tier 2. The Exchange proposes to implement the changes to the
Fee Schedule pursuant to this proposal immediately. The text of the
proposed rule change is provided in Exhibit 5.
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\3\ See Exchange Rule 1.5(p).
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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 Fee
Schedule to: (i) make certain additions and amendments related to Step-
Up tiers in the Definitions section of the Fee Schedule, both in
general and in light of Regulation NMS Rule 610(d), and (ii) modify the
required criteria under Liquidity Provision Tier 2, each as further
described below.
The Exchange first notes that it operates in a highly competitive
market in which market participants can readily direct 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 18 registered equities exchanges, as well as a
number of alternative trading systems and other off-exchange venues, to
which market participants may direct their order flow. Based on
publicly available information, no single registered equities exchange
currently has more than approximately 15% of the total market share of
executed volume of equities trading.\4\ Thus, in such a low-
concentrated and highly competitive market, no single equities exchange
possesses significant pricing power in the execution of order flow, and
the Exchange currently represents approximately 2% of the overall
market share.\5\ The Exchange in particular operates a ``Maker-Taker''
model whereby it provides rebates to Members that add liquidity to the
Exchange and charges fees to Members that remove liquidity from the
Exchange. The Fee Schedule sets forth the standard rebates and fees
applied per share for orders that add and remove liquidity,
respectively. Additionally, in response to the competitive environment,
the Exchange also offers tiered pricing, which provides Members with
opportunities to qualify for higher rebates or lower fees where certain
volume criteria and thresholds are met. Tiered pricing provides an
incremental incentive for Members to strive for higher tier levels,
which provides increasingly higher benefits or discounts for satisfying
increasingly more stringent criteria.
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\4\ Market share percentage calculated as of February 25, 2026.
The Exchange receives and processes data made available through
consolidated data feeds (i.e., CTS and UTDF).
\5\ Id.
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Amendments and Additions to Definitions Section
On September 18, 2024, the Commission adopted several amendments to
Regulation NMS in order to increase the transparency of exchange fees
and rebates.\6\ 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.'' \7\ The
compliance date for new Regulation NMS Rule 610(d) was the first
business day of February 2026. Effective February 2, 2026, the Exchange
added a note to the Fee Schedule that made clear that for purposes of
determining quoting or transaction volumes for fee and rebate
qualifications under the Exchange's tiers and additive rebates, all
volume figures would be derived from quoting or trading activity in the
prior month.\8\ However, the Exchange inadvertently omitted amendments
to definitions in the Fee Schedule related to Step-Up tiers in order to
provide additional clarity regarding certain volume calculations
related thereto, which the Exchange is proposing to do at this time.
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\6\ 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'').
\7\ 17 CFR 242.610(d).
\8\ See Securities Exchange Act Release No. 104812 (February 10,
2026) 91 FR 6943 (February 13, 2026) (SR-MEMX-2026-05).
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Specifically, the Exchange proposes to revise the definitions of
the terms ``Step-Up ADAV'',\9\ ``Step-Up Displayed ADAV'',\10\ ``Step-
Up Non-Displayed ADAV'',\11\ and ``Step-Up Tape B ADAV'',\12\ to remove
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 and reflect the Exchange's compliance with Regulation NMS Rule
610(d).
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\9\ ``Step-Up ADAV'' means ADAV in the relevant baseline month
subtracted from current ADAV.
\10\ ``Step-Up Displayed ADAV'' means Displayed ADAV in the
relevant baseline month subtracted from current Displayed ADAV.
\11\ ``Step-Up Non-Displayed ADAV'' means Non-Displayed ADAV in
the relevant baseline month subtracted from current Non-Displayed
ADAV.
\12\ ``Step-Up Tape B ADAV'' means ADAV in Tape B securities in
the relevant baseline month subtracted from current ADAV in Tape B
securities.
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In addition, in order to provide additional clarity as to how the
Exchange calculates whether a Member may meet criteria under a Step-Up
Tier when that Member's ADAV \13\ is measured relative to the TCV \14\
of a certain baseline month, the Exchange is proposing to add a new
defined term, ``Step-Up Add TCV'', to the Fee Schedule. Specifically,
the Exchange is proposing that ``Step-Up Add TCV'' shall mean ADAV as a
percentage of TCV in the relevant baseline month subtracted from the
prior month's ADAV as a percentage of TCV. As noted above, the addition
of this definition seeks to avoid any potential confusion regarding the
Exchange's current practice of determining whether a Member meets the
required Step-Up Add TCV criteria under certain tiers.
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\13\ As set forth on the Fee Schedule, ``ADAV'' means the
average daily added volume calculated as the number of shares added
per day, which is calculated on a monthly basis.
\14\ As set forth on the Fee Schedule, ``TCV'' means total
consolidated volume calculated as the volume reported by all
exchanges and trade reporting facilities to a consolidated
transaction reporting plan for the month for which the fees apply.
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[[Page 12856]]
Liquidity Provision Tier 2
The Exchange currently provides a standard rebate of $0.0015 per
share for executions of orders in securities priced at or above $1.00
per share that add displayed liquidity to the Exchange (such orders,
``Added Displayed Volume'').\15\ The Exchange also currently offers
Liquidity Provision Tiers 1-5, among other volume-based tiers, under
which a Member may receive an enhanced rebate for executions of Added
Displayed Volume by achieving the corresponding required volume
criteria for each such tier. The Exchange now proposes to modify the
required criteria under Liquidity Provision Tier 2, as further
described below.
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\15\ The base rebate for executions of Added Displayed Volume is
referred to by the Exchange on the Fee Schedule under the existing
description ``Added displayed volume'' with a Fee Code of ``B'',
``D'' or ``J'', as applicable, on execution reports.
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The Exchange currently provides an enhanced rebate of $0.0031 per
share for executions of Added Displayed Volume for Members that qualify
for such tier by achieving: (1) an ADAV that is equal to or greater
than 0.20% of the TCV and an ADV \16\ that is equal to or greater than
0.50% of the TCV; or (2) an ADAV that is equal to or greater than 0.20%
of the TCV in securities priced at or above $1.00 per share and a Non-
Displayed ADAV that is equal to or greater than 6,000,000 shares; or
(3) an ADAV that is equal to or greater than 0.10% of the TCV and a
Step-Up ADAV that is equal to or greater than 0.05% of the TCV from
August 2025.\17\ A note underneath the Liquidity Provision Tiers
pricing table on the Fee Schedule indicates that criteria (3) of
Liquidity Provision Tier 2 will expire no later than February 28, 2026.
In light of this expiration, the Exchange now wishes to modify the
required criteria under Liquidity Provision Tier 2 by keeping
alternative criteria (1) and (2) without changes, but modifying
criteria (3) such that a Member may meet alternative criteria (3) by
achieving: an ADAV that is equal to or greater than 0.10% of the TCV
and a Step-Up Add TCV from December 2025 that is equal to or greater
than 0.05%.\18\ The Exchange will add a note indicating that criteria
(3) under Liquidity Provision Tier 2 will expire no later than June 30,
2026. Thus, the Exchange now proposes to keep existing alternative
criteria (1) and (2) intact while updating the baseline month for the
step-up requirement under alternative criteria (3).
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\16\ As set forth on the Fee Schedule, ``ADV'' means average
daily volume calculated as the number of shares added or removed,
combined, per day. ADV is calculated on a monthly basis.
\17\ The pricing for Liquidity Provision Tier 2 is referred to
by the Exchange on the Fee Schedule under the existing description,
``Added displayed volume, Liquidity Provision Tier 2'' with a Fee
Code of ``B2'', ``D2'', or ``J2'', as applicable, to be provided by
the Exchange on the monthly invoices provided to Members.
\18\ As noted above, the Exchange is proposing to add the
definition of ``Step-Up Add TCV'' to the Definitions section of the
Fee Schedule in connection with this filing.
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The proposed change to Liquidity Provision Tier 2 is designed to
encourage Members to maintain or increase their order flow, including
in the form of orders that add liquidity on the Exchange in order to
qualify for the enhanced Liquidity Provision Tier 2 rebate, which may
contribute to a more robust and well-balanced market ecosystem on the
Exchange to the benefit of all Members.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Act,\19\ in general, and with
Sections 6(b)(4) and 6(b)(5) of the Act,\20\ in particular, in that it
provides for the equitable allocation of reasonable dues, fees and
other charges among its Members and other persons using its facilities
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\19\ 15 U.S.C. 78f.
\20\ 15 U.S.C. 78f(b)(4) and (5).
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The Exchange believes the addition of the definition of Step-Up Add
TCV and the amendments to the step-up related definitions on 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 pricing incentives while also complying with
Regulation NMS 610(d). Additionally, the Exchange's new and modified
definitions section of the Fee Schedule is not unfairly discriminatory
because the Exchange will apply the same fees and rebates to all
similarly situated Members.
Additionally, as discussed above, the Exchange operates in a highly
fragmented and competitive market in which market participants can
readily direct order flow to competing venues if they deem fee levels
at a particular venue to be excessive or incentives to be insufficient,
and the Exchange represents only a small percentage of the overall
market. 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, 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.'' \21\
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\21\ Securities Exchange Act Release No. 51808 (June 9, 2005),
70 FR 37496, 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 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
incentivize market participants to direct additional order flow,
including displayed, liquidity-adding orders to the Exchange, which the
Exchange believes would promote price discovery and enhance liquidity
and market quality on the Exchange to the benefit of all Members and
market participants.
The Exchange notes that volume and quoting-based incentives (such
as tiers) have been widely adopted by exchanges, including the
Exchange, and are reasonable, equitable and not unfairly discriminatory
because they are open to all 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. The Exchange believes that
Liquidity Provision Tier 2, as modified by the proposed changes to
alternative criteria (3) is reasonable, equitable and not unfairly
discriminatory, as such tier will continue to provide Members with an
incremental incentive to achieve certain volume thresholds on the
Exchange, is available to all Members on an equal basis, and, as
described above, is designed to encourage Members to maintain or
increase their order flow, including in the form of displayed,
liquidity-adding orders to the Exchange, thereby contributing to a
deeper, more liquid and well balanced market
[[Page 12857]]
ecosystem on the Exchange to the benefit of all Members and market
participants. The Exchange also believes that such tier reflects a
reasonable and equitable allocation of fees and rebates, because, as
noted above, the Exchange believes that, after giving effect to the
changes proposed herein, the enhanced rebate for executions of Added
Displayed Volume under Liquidity Provision Tier 2 is commensurate with
the corresponding required criteria under each such tier and is
reasonably related to the market quality benefits that such tier is
designed to achieve.
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 \22\ in that it provides for the equitable allocation of
reasonable dues, fees and other charges among its 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 rebates described herein are appropriate to address such
forces.
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\22\ 15 U.S.C. 78f(b)(4) and (5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposal will result in any
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. Instead, as discussed above,
the proposal is intended 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 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.'' \23\
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\23\ See supra note 21.
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Intramarket Competition
As discussed above, the Exchange believes that the proposal would
incentivize Members to submit additional order flow, including
displayed, liquidity-adding orders to the Exchange, thereby enhancing
liquidity and market quality on the Exchange to the benefit of all
Members, as well as enhancing the attractiveness of the Exchange as a
trading venue, which the Exchange believes, in turn, would continue to
encourage market participants to direct additional order flow to the
Exchange. Greater liquidity benefits all Members by providing more
trading opportunities and encourages Members to send additional orders
to the Exchange, thereby contributing to robust levels of liquidity,
which benefits all market participants.
The Exchange does not believe that the proposed changes to the
definitions on the Fee Schedule or the modification of the required
criteria under Liquidity Provision Tier 2 would 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 equally in that all members are subject to
Regulation NMS Rule 610(d) and will be able to determine their
applicable transaction fees and rebates based on tiers by utilizing the
previous month's trading and quoting activity. As it relates to
Liquidity Provision Tier 2, such change to the required criteria will
apply to all Members uniformly in that the opportunity to qualify for
the enhanced rebate for executions of Added Displayed Volume under such
tier would be available to all Members that meet the associated volume
requirements in any month. For the foregoing reasons, the Exchange
believes the proposed changes would not impose any burden on
intramarket competition that is not necessary or appropriate in
furtherance of the purposes of the Act.
Intermarket Competition
As noted above, the Exchange operates in a highly competitive
market in which market participants can readily direct order flow to
competing venues if they deem fee levels at a particular venue to be
excessive or incentives to be insufficient. Members have numerous
alternative venues that they may participate on and direct their order
flow to, including 17 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 15% of the total market share of executed volume of
equities trading. 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 or 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, including with respect to Added Displayed Volume, and
market 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. As described above, the proposed changes
represent a competitive proposal through which the Exchange is seeking
to generate additional revenue with respect to its transaction pricing
and to encourage the submission of additional order flow to the
Exchange through volume and quoting-based tiers, which have been widely
adopted by exchanges, including the Exchange. 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 pricing incentives to market participants.
The Exchange's proposal to add a new definition to the Fee Schedule
and amend certain existing definitions to bring the Exchange's methods
for calculating fees and rebates into compliance with new Regulation
NMS Rule 610(d) will not result in any burden on competition due to the
fact that such changes are being made solely to add clarity and comply
with Regulation NMS 610(d), and not for competitive purposes.
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.'' \24\ The fact
that this market is competitive has also long been recognized by the
courts. In NetCoalition v. SEC, the D.C. Circuit stated as follows:
``[n]o one disputes that competition for order flow is `fierce.' . . .
As the SEC explained, `[i]n
[[Page 12858]]
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' . . .''.\25\
Accordingly, the Exchange does not believe its proposed pricing changes
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.
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\24\ Id.
\25\ 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
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)(ii) of the Act \26\ and Rule 19b-4(f)(2) \27\ thereunder.
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\26\ 15 U.S.C. 78s(b)(3)(A)(ii).
\27\ 17 CFR 240.19b-4(f)(2).
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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 change should be approved or
disapproved.
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#dba9aeb7bef6b8b4b6b6beb5afa89ba8beb8f5bcb4ad"><span class="__cf_email__" data-cfemail="d0a2a5bcb5fdb3bfbdbdb5bea4a390a3b5b3feb7bfa6">[email protected]</span></a>. Please include
file number SR-MEMX-2026-07 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-MEMX-2026-07. 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 also 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-MEMX-2026-07 and should be submitted on
or before April 7, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
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\28\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-05130 Filed 3-16-26; 8:45 am]
BILLING CODE 8011-01-P
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