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Notice2026-19132

Self-Regulatory Organizations; NYSE American LLC; Notice of Filing of a Proposed Rule Change To Permit the Listing of Binary KPI Options

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Published
September 18, 2026

Issuing agencies

Securities and Exchange Commission

Full Text

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<title>Federal Register, Volume 91 Issue 180 (Friday, September 18, 2026)</title>
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[Federal Register Volume 91, Number 180 (Friday, September 18, 2026)]
[Notices]
[Pages 59217-59234]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-19132]



[[Page 59217]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106367; File No. SR-NYSEAMER-2026-82]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing of a Proposed Rule Change To Permit the Listing of Binary KPI 
Options

September 15, 2026.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on September 3, 2026, NYSE American LLC (``NYSE American'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') a proposed rule change as described in Items I and II 
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\ 15 U.S.C. 78a.
    \3\ 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 its Rules to permit the listing of 
binary options overlying key performance indicators (``KPIs'') reported 
by certain issuers of stock (``binary KPI options''). The proposed rule 
change is available on the Exchange's website at <a href="http://www.nyse.com">www.nyse.com</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 self-regulatory organization 
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 those 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 parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend its Rules to permit the listing of 
binary options overlying KPIs reported by certain issuers of stock 
(``binary KPI options'').\4\
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    \4\ The Exchange's proposal is similar to recent proposals filed 
by Cboe Exchange, Inc. (``Cboe'') and MEMX LLC (``MEMX''). See 
Securities Exchange Act Release No. 105877 (July 10, 2026), 91 FR 
43418 (July 15, 2026) (SR-CBOE-2026-061) (``Notice of Filing of a 
Proposed Rule Change to Amend its Rules to Permit the Listing of 
Binary Options Overlying Key Performance Indicators (``KPIs'') 
Reported by Certain Issuers of Stock (``Binary KPI Options'')) and 
Securities Exchange Act Release No. 106182 (August 24, 2026) (SR-
MEMX-2026-25).
---------------------------------------------------------------------------

    Binary options are based on the same framework as traditional, 
standardized options traded on the Exchange, except the payout of a 
binary option is an amount contingent upon the occurrence of the option 
being in- or at-the-money rather than the degree to which the option is 
in-the-money. As a result, payout at expiration of a binary option is 
an all-or-nothing occurrence.
    Under current Exchange Rules, the Exchange may list binary return 
derivatives (``ByRDS'') and binary options on broad-based indexes.\5\ 
The Exchange proposes to amend its Rules to permit the listing of 
binary KPI options. Binary KPI options are European-style, cash-settled 
options contracts listed on an underlying KPI of an issuer whose 
exercise settlement value is determined not by the market price of the 
issuer's stock, but by whether a specific financial or operating metric 
reported by the issuer in an earnings-related filing submitted to the 
U.S. Securities and Exchange Commission (the ``Commission'') meets or 
exceeds a pre-specified strike level.
---------------------------------------------------------------------------

    \5\ See NYSE American Rules Section 17 (Binary Return 
Derivatives \sm\) and Section 18 (Broad-Based Index Binary Options 
\sm\).
---------------------------------------------------------------------------

    First, similar to ByRDS and Broad-Based Index Binary Options, the 
Exchange proposes to adopt Section 20 (Binary KPI Options) to describe 
binary KPI options. The Rules in proposed Section 20 apply only to 
binary KPI options. All other Rules apply to the trading of binary KPI 
options, except as otherwise provided or the context otherwise 
requires.
    Specifically, the Exchange proposes to adopt 900KPI (Applicability, 
Definitions). Like other standardized options, binary KPI options have 
standardized terms that are established by the Exchange. Standardized 
terms for binary KPI options include the exercise criteria that is the 
condition or criteria of a binary KPI option, the exercise settlement 
amount (i.e., payout amount), strike prices, expiration dates, 
settlement type as A.M.-settlement or P.M.-settlement, the settlement 
style (as European), and the requirements used to determine if the KPI 
condition or criteria of a binary KPI option has been met (the ``payout 
determination requirement''). The Exchange proposes to establish these 
terms in new Rule 900KPI and additional provisions in proposed Rule 
900KPI(b), as described below.
    The Exchange proposes to define a ``binary KPI option'' in new Rule 
900KPI(b) as a cash-settled option contract listed on an underlying KPI 
of an issuer with an exercise settlement amount that is established at 
the creation of the option and with a settlement value that is 
determined by whether a specific KPI disclosed by the issuer in an 
earnings-related filing submitted to the Commission meets or exceeds 
its exercise price. Binary KPI options are paid out if the reported 
value of the applicable KPI (1) equals or is greater than (as the 
payout determination requirement) the exercise price for a call binary 
KPI option or (2) is less than (as the payout determination 
requirement) the exercise price for a put binary KPI option. The 
Exchange also proposes to provide that unless the context dictates 
otherwise, the terms underlying security, equity, or index, or any 
variations of these terms, in the Rules mean KPI for purposes of binary 
KPI options.
    The Exchange proposes to define a ``call binary KPI option'' as an 
option contract that returns an exercise settlement amount if the 
settlement value of the underlying KPI is at or above the exercise 
price at expiration (i.e., in- or at-the-money).\6\
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    \6\ See proposed Rule 900KPI(b)(2).
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    The term ``Clearing Corporation'' would mean the registered 
clearing agency designated by the Exchange to clear binary KPI 
options.\7\
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    \7\ See proposed Rule 900KPI(b)(3). The definition of Clearing 
Corporation reflects that the Exchange may designate the Options 
Clearing Corporation (``OCC'') or another registered clearing agency 
to clear binary KPI options. References in this filing to the 
Clearing Corporation therefore are intended to be clearing agency-
neutral. The proposed definition does not alter the requirement that 
clearing and settlement occur through a registered clearing agency 
subject to the applicable provisions of the Act and the rules and 
oversight applicable to that clearing agency.
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    The Exchange proposes to define ``exercise price'' (also referred 
to as ``strike price'') as the value \8\ to which the settlement value 
of the underlying KPI is compared to the exercise settlement amount. 
For binary KPI options, the exercise price is the exercise threshold of 
an option contract that establishes a number, value, or

[[Page 59218]]

measure that is compared against the price of the settlement value of 
the underlying index or the KPI to determine if the cash payout amount 
(i.e., the exercise settlement amount) will be paid out. In other 
words, binary options will have a threshold number as the exercise 
price that will be used to determine if the exercise criteria of the 
binary option has been met and the option will be exercised (and if 
holders will receive the cash payout amount). For binary KPI options, 
the exercise threshold will be a number that reflects or is compared to 
the underlying KPI of the binary option.
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    \8\ See proposed Rule 900KPI(b)(4). The value of an exercise 
price is measured in the applicable units of the KPI. For example, 
some KPIs are measured in U.S. dollars while others may be measured 
in percentages or numbers.
---------------------------------------------------------------------------

    The Exchange proposes to define the term KPI (or ``key performance 
indicator'') as a key financial or operating metric disclosed by an 
issuer in its earnings-related filings submitted to the Commission 
(i.e., Form 8-K, Form 10-Q, or Form 10-K, as applicable).\9\
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    \9\ See proposed Rule 900KPI(b)(6).
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    The Exchange proposes to define ``put binary KPI option'' as an 
option contract that returns an exercise settlement amount if the 
settlement value of the underlying KPI is below the exercise price at 
expiration (i.e., in-the-money).\10\
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    \10\ See proposed Rule 900KPI(b)(7).
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    The Exchange proposes to define ``settlement value'' as the value 
of the underlying KPI that is used to determine whether a binary KPI 
option is in-, at-, or out-of-the-money.\11\ The proposed definition 
specifies that the ``settlement value'' is the value of the applicable 
KPI as disclosed in the applicable issuer's earnings-related filing 
submitted to, the Commission on applicable expiration date (for both 
A.M.-settled and P.M.-settled binary KPI options). The Exchange 
designates the applicable KPI and the relevant reporting period (for 
example, a calendar quarter) at the time of listing a binary KPI 
option. Proposed paragraph (b) of the settlement value definition 
provides if the applicable KPI is not reported or otherwise unavailable 
on the expiration date (and will not be reported), settlement 
(including any payout of the exercise settlement amount) will occur in 
accordance with the Rules of the Clearing Corporation.
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    \11\ See proposed Rule 900KPI(b)(8).
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    Additionally, proposed paragraph (c) of the settlement value 
definition states if an applicable KPI is restated after the expiration 
date and settlement of a binary KPI option, the settlement value (and 
the exercise settlement amount) of the binary KPI option does not 
change. In other words, the value of the applicable KPI as reported by 
the issuer on the applicable expiration date is final, and the amount 
paid (or not paid) at settlement will not change, regardless of whether 
it is later restated by the issuer.
    The Exchange proposes to adopt Rule 901KPI(a) (Designation of 
Binary KPI Option Contracts) to identify the binary KPI options that 
may be listed for trading on the Exchange. Pursuant to proposed Rule 
901KPI(a), the Exchange may from time to time approve for listing and 
trading on the Exchange any of the following binary KPI options 
contracts for the following issuers:

------------------------------------------------------------------------
                               KPI (each financial metric is measured in
           Company                   $ unless otherwise specified)
------------------------------------------------------------------------
Apple, Inc...................  Earnings per share: diluted.
                               Total net sales.
                               Net sales by category: iPhone.
                               Net sales by category: Services.
                               Net sales by reportable segment:
                                Americas.
                               Net sales by reportable segment: Greater
                                China
Advanced Micro Devices, Inc..  GAAP Diluted earnings per share.
                               GAAP Revenue.
                               Net Revenue: Data Center Segment.
                               Net Revenue: Client and Gaming Segment.
                               GAAP Operating Margin (%)
Alphabet Inc.................  Diluted net income per share.
                               Revenues.
                               YouTube ads Revenues.
                               Google Cloud Revenues
<a href="http://Amazon.com">Amazon.com</a>, Inc..............  Diluted earnings per share.
                               Total Net sales.
                               AWS: Net sales.
                               North America: Net sales.
                               International: Net sales.
                               Net Sales: Advertising services.
Bank of America Corporation..  Diluted earnings per share.
                               Total Revenue, net of interest expense.
                               Net Interest Income.
                               Provision for credit losses.
                               Net Income.
Citigroup Inc................  Diluted earnings per share.
                               Total Revenue, net of interest expense.
                               Net Interest Income.
                               Total Provision for credit losses.
                               Net Income.
Coinbase Global, Inc.........  Net income per share--Diluted.
                               Total Revenue.
                               Transaction Revenue.
                               Total Trading Volume.
                               Subscription and Services Revenue.

[[Page 59219]]

 
Ford Motor Company...........  GAAP Earnings per share--Diluted.
                               Total Revenues.
                               Ford Pro Segment: Revenue.
                               Ford Model e Segment: Revenue.
                               Ford Blue Segment: Revenue.
Intel Corporation............  GAAP Earnings per share attributable to
                                Intel--diluted.
                               Net revenue.
                               Revenue: Client Computing Group (CCG).
                               Revenue: Data Center and AI (DCAI).
                               Revenue: Intel Foundry.
                               GAAP operating margin (%).
JPMorgan Chase & Co..........  Earnings per share--diluted.
                               Net revenue--reported.
                               Net Interest Income.
                               Provision for credit losses.
                               Net Income.
Marathon Digital Holdings,     Earnings (Net loss) per share of common
 Inc.                           stock--diluted.
                               Revenues.
                               Number of Blocks Won (# Bitcoin (BTC)).
                               Energized Hashrate (EH) (# EH/s).
                               Total Bitcoin Holdings (# BTC).
                               BTC Produced (# BTC).
                               BTC Purchased (# BTC).
Meta Platforms, Inc..........  Earnings per share: Diluted.
                               Revenue.
                               Family Daily Active People (DAP) (#).
                               Revenue: Advertising.
                               Operating Margin (%).
Microsoft Corporation........  Diluted Earnings per Share.
                               Revenue.
                               Intelligent Cloud: Revenue.
                               Microsoft Cloud revenue.
                               More Personal Computing: Revenue.
Netflix, Inc.................  Earnings per share: Diluted.
                               Revenues.
                               United States and Canada (UCAN): Revenue.
                               Europe, Middle East, and Africa (EMEA):
                                Revenue Operating Margin (%).
NVIDIA Corporation...........  GAAP Diluted earnings per share.
                               Revenue.
                               Data Center Revenue.
                               Edge Computing Revenue.
                               Automotive Revenue.
Palantir Technologies Inc....  Earnings per share attributable to common
                                stockholders, diluted.
                               Revenue.
                               Net Income.
                               Closed Deals of at Least $1 Million (#).
Robinhood Markets, Inc.......  Net income attributable to Robinhood
                                common stockholders: Diluted.
                               Total net revenues.
                               Funded Customers (#).
                               Average Revenue Per User (``ARPU'').
                               Robinhood Gold Subscribers (#).
SoFi Technologies, Inc.......  Earnings per share attributable to common
                                stockholders-diluted.
                               Total net revenue.
                               Total net revenue--Technology Platform.
                               Total net revenue--Financial Services.
                               Total net revenue--Lending.
Space Exploration              Earnings per share: Diluted.
 Technologies Corp.            Total Revenues.
Super Micro Computer, Inc....  Net income per common share: Diluted.
                               Net sales.
                               Gross Margin (%).
                               Cash flow used in operations.
                               Net Income.
Target Corporation...........  Diluted earnings per share.
                               Net sales.
                               Food & Beverage Net sales.
                               Apparel & Accessories Net sales.
                               Operating income: Rate (%).

[[Page 59220]]

 
Tesla, Inc...................  Net Income per share of common stocks
                                attributable to common stockholders:
                                diluted.
                               Total Revenues.
                               Total Automotive Revenue.
                               Model 3/Y Production (#).
                               Supercharger Connectors (#).
                               Free Cash Flow.
The Walt Disney Company......  Diluted earnings per share.
                               Revenues.
                               Entertainment Subscription Video On
                                Demand (SVOD) Operating Income.
                               Revenues: Experiences.
                               Segment operating income: Sports.
------------------------------------------------------------------------

    The Exchange proposes to add Rule 901KPI(b) to clarify that binary 
KPI options are a separate class from other options overlying the stock 
of the issuer and are a separate class from other binary KPI options 
with differently underlying KPIs for the same issuer. The Exchange 
believes this is reasonable given that an individual KPI is the 
specific underlying of binary KPI options, and generally options with 
different underlyings (e.g., different underlying security or index) 
are different option classes.
    Next, the Exchange proposes to adopt Rule 902KPI (Terms of Binary 
KPI Option Contracts) to describe the permissible terms of binary KPI 
option series. Proposed Rule 902KPI provides that binary KPI options 
listed and traded on the Exchange are designated as to expiration date, 
exercise price, settlement type, settlement style, exercise settlement 
amount, contract multiplier, and underlying KPI. After approving a 
particular binary KPI option class for listing and trading on the 
Exchange, the Exchange from time to time may open for trading series of 
options in that binary KPI option class.
    Proposed Rule 902KPI(a) states binary KPI options have European-
style settlement, which is consistent with the rules regarding binary 
index options, as noted above. Proposed Rule 902KPI(a) further provides 
that the Exchange may designate the settlement type for binary KPI 
options as A.M.-settled or P.M.-settled. Binary KPI options for issuers 
\12\ that disclose their earnings results before the open of the Core 
Trading Session on a given trading day are designated as A.M.-settled 
binary KPI options, and binary KPI options for issuers that disclose 
their earnings results after the close of the Core Trading Session on a 
given trading day are designated as P.M.-settled binary KPI options. 
The Exchange notes that the proposed concepts of A.M.-settlement and 
P.M.-settlement for binary KPI options differ compared to traditional 
options, for which ``P.M.-settled'' generally means that the expiration 
of an option so designated will settle to the closing price of the 
underlying security or index value and ``A.M.-settled'' generally means 
that the expiration of an option so designated will settle to the 
opening price of the underlying. While different than how these terms 
apply to standard and binary index options, the Exchange believes the 
proposed description of A.M.-settlement and P.M.-settlement 
appropriately reflect the earnings disclosure practices of issuers. 
Additionally, while the timing of the event that will determine whether 
the Exchange designates a binary KPI option as A.M.-settled or P.M.-
settled is different than that for traditional options and binary index 
options, the trading hours on expiration dates for each of A.M.-settled 
and P.M.-settled binary KPI options are consistent with those of A.M.- 
settled and P.M.-settled index options (traditional and binary) today.
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    \12\ The Exchange determines whether an issuer discloses its 
earnings results before or after the close of the Core Trading 
Session on a given trading day based on publicly available 
information regarding the issuer's disclosure practice.
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    Proposed Rule 902KPI(b) describes permissible expirations for 
binary KPI options. Specifically, the proposed rule change will permit 
the Exchange to list series that expire on the date the issuer 
announces its earnings results for the applicable reporting period 
(such as calendar quarter). The expiration date for a binary KPI option 
will be the date on which an issuer discloses the applicable KPI in its 
earnings results (for example, the date on which it issues an earnings 
results press release) for the specified reporting period (with the 
specific expiration date to be finalized when an issuer announces the 
date on which it will disclose its earnings results for that reporting 
period).\13\ If that date is a Tuesday, Wednesday, Thursday, or Friday 
and the Exchange is not open for business on that date, the expiration 
date will be the first business day immediately prior to that day. If 
that date is a Monday and the Exchange is not open for business on that 
date, the expiration date will be the first business day immediately 
following that Monday. The disclosed KPIs relate to a specific 
reporting period (such as a calendar quarter), which KPIs an issuer 
publicly announces on a date following the end of that reporting 
period.
---------------------------------------------------------------------------

    \13\ For example, for a binary KPI option series, the Exchange 
may designate the reporting period for a series to be the fourth 
quarter of 2026. The expiration date for that series would be the 
date on which the applicable issuer establishes as the date it will 
announce earnings results for that quarter. The Exchange will issue 
a Trader Update when the specific expiration date for a binary KPI 
option is finalized. Additionally, the Exchange will maintain a 
reference data file for each issuer KPI on which the Exchange lists 
binary KPI options (as will be described in the Exchange's technical 
specifications available on its public website), and that reference 
data file will be updated with the specific expiration date for a 
binary KPI option once known.
---------------------------------------------------------------------------

    While an expiration date for a binary KPI option will be a specific 
date, as is the case for traditional options and binary index options, 
the Exchange's proposed designation of expiration dates for binary KPI 
options will differ to reflect standard issuer disclosure practices. In 
some instances, an issuer might not establish the specific date on 
which it will announce its earnings results for a reporting period 
until weeks prior to the release date. Consequently, unlike standard 
equity and index options that have an exact expiration date when 
strikes are first listed, a binary KPI option will be listed for 
trading with a placeholder expiration date if the date the KPI 
information will be released by the issuer is not publicly known. If a 
placeholder expiration date is required, it will be set as the first 
trading day that is three months following the date of the prior 
quarterly release date for a KPI (for KPIs announced quarterly) and six 
months following the date of the prior semiannual release date for a 
KPI (for KPIs announced semiannually, if the Commission approves 
proposed rules that would permit such reporting). Once

[[Page 59221]]

the KPI issuer announces the release date of the KPI information, the 
expiration date will be updated as the finalized expiration date of the 
option contract. Ultimately, however, the expiration date for a binary 
KPI option is an issuer's earnings release date at the time the series 
is listed (even if the exact date is unknown) until expiration.
    The Exchange may designate binary KPI option series to expire up to 
12 months from the time they are listed and may list up to two 
expirations at one time for a binary KPI option (per KPI per issuer). 
The Exchange may open for trading a series of binary KPI options at 
least one business week prior to the expiration date of a binary KPI 
option. The proposed permissible expirations for binary KPI options are 
similar to current Rules. First, the proposed rule change permits the 
Exchange to list binary KPI options to expire up to 12 months from the 
time they are listed. Current rules regarding binary index options 
permit these expirations, in addition to expirations out more than 12 
months up to 36 months from the time they are listed.\14\ The proposed 
rule change also limits the Exchange to list up to two expirations at 
one time for binary KPI options. Therefore, the proposed scope of 
permissible expirations for binary KPI options is narrower than that 
permitted for binary index options under current Rules (as previously 
approved by the Commission).
---------------------------------------------------------------------------

    \14\ See Rule 901BIN(c).
---------------------------------------------------------------------------

    The proposal to list expirations at least one business week prior 
to the expiration date of binary KPI option (as well as the proposed 
language regarding shifting an expiration date to the immediately 
business day before or after an expiration date that falls on a day the 
Exchange is not open for business) is substantially similar to current 
Exchange rules applicable to binary equity options,\15\ as well as the 
rules of another options exchange applicable to short term equity 
options series.\16\ The Exchange believes it is appropriate to permit 
listing of binary KPI options that expire up to 12 months from the time 
they are listed to accommodate different issuer reporting periods 
(including semiannual reporting if the Commission approves recently 
proposed rules to permit such reporting), as well as to permit the 
Exchange to list expirations for consecutive calendar quarter periods 
or for a calendar quarter and annual reporting period at the same time. 
As discussed above, issuers disclose KPIs in their periodic reports 
submitted to the Commission.
---------------------------------------------------------------------------

    \15\ See Rule 903ByRDS(b).
    \16\ See Cboe Rule 4.5(d).
---------------------------------------------------------------------------

    Proposed Rule 902KPI(c) describes the automatic exercise feature of 
binary KPI options. Specifically, the proposed rule states that binary 
KPI options will be automatically exercised at expiration if the 
settlement value of the underlying KPI is equal to or greater than the 
exercise price of a call binary KPI option or less than the exercise 
price in the case of a put binary KPI option.
    Proposed Rule 902KPI(d) describes the permissible exercise prices 
(or strike prices) the Exchange may designate for series of binary KPI 
options. Proposed Rule 902KPI(d)(1) describes how the value of exercise 
prices of binary KPI options are measured. Specifically, the exercise 
price of each binary KPI option series will be fixed at an amount equal 
to a value of the underlying KPI. Because the value of certain KPIs may 
be very large (e.g., billions of dollars), the Exchange proposes that 
the exercise price value of the underlying KPI will be divided by a 
scaling factor based on the value of the KPI in the issuer's most 
recent earnings-related disclosure as of the time a binary KPI option 
class is listed) as follows:
    <bullet> if the most recently disclosed KPI value is greater than 
or equal to one trillion, the exercise price equals that value divided 
by one trillion (e.g., for such KPIs, an exercise price of 27.00 is 
equivalent to a KPI value of 27,000,000,000,000.00);
    <bullet> if the most recently disclosed KPI value is greater than 
or equal to one billion but less than one trillion, the exercise price 
equals that value divided by one billion (e.g., for such KPIs, an 
exercise price of 112.00 is equivalent to a KPI value of 
112,000,000,000.00);
    <bullet> if the most recently disclosed KPI value is greater than 
or equal to one million but less than one billion, the exercise price 
equals that value divided by one million (e.g., for such KPIs, an 
exercise price of 900.00 is equivalent to a KPI value of 
900,000,000.00);
    <bullet> if the most recently disclosed KPI value is greater than 
or equal to one thousand but less than one million, the exercise price 
equals that value divided by one thousand (e.g., for such KPIs, an 
exercise price of 42.00 is equivalent to a KPI value of 42,000.00); and
    <bullet> if the most recently disclosed KPI value is less than one 
thousand, the exercise price equals that value and is not divided by a 
scaling factor (e.g., for such KPIs, an exercise price of 774.00 is 
equivalent to a KPI value of 774.00).\17\
---------------------------------------------------------------------------

    \17\ When applying the scaling factor, the Exchange will not 
round the scaled KPI value and instead will truncate the value so 
the scaled strike price value fits within standard strike listing 
format.
---------------------------------------------------------------------------

    The Exchange will apply a different scaling factor to newly listed 
binary KPI option series for a new expiration only after the value of 
the KPI in the issuer's earnings-related disclosures has a value in a 
different scaling tier for four consecutive reporting periods or if the 
Exchange deems it necessary in the interests of a fair and orderly 
market. Application of a different scaling factor will not affect the 
exercise prices of any series of the binary KPI options previously 
opened. For example, if the Exchange begins listing a new class of 
binary KPI options and the most recently disclosed KPI value for the 
issuer at the time of that listing was for the third quarter of 2026 
and was $892,000, the exercise prices for that class of binary KPI 
options will be scaled by 1,000, and thus exercise prices of 895, 995, 
and 1005, would represent $895,000, $995,000, and $1,005,000, 
respectively. If the issuer discloses a KPI value of $1,020,000 in its 
fourth quarter 2026 earnings disclosure, the Exchange will continue to 
list exercise prices scaled by 1,000. If the issuer then discloses KPI 
values of $1,112,000, $1,237,000, and $1,064,000 for the first, second, 
and third quarters, respectively, of 2027, the Exchange will begin 
scaling the exercise prices by 1,000,000 for the fourth quarter 2027 
expirations (or for the first quarter 2028 expirations if the Exchange 
had already listed fourth quarter 2027 expirations prior to the 
disclosure of the third quarter 2027 KPI value). The Exchange believes 
this will permit consistency for listing scaled KPI values while 
allowing the Exchange to update strike prices to reflect long-term 
changes to an issuer's KPI values.
    The Exchange will announce via Trader Update if the scaling factor 
applied to a binary KPI options changes (for example, the KPIs will be 
scaled in billions rather than in millions). Additionally, the Exchange 
will update this information in the Exchange's technical specifications 
regarding binary KPI options and reference data file that describes the 
terms of binary KPI options, both of which will be available on the 
Exchange's website (customers receive notifications of such updates). 
This is consistent with how the Exchange provides information regarding 
product information (including updates) for all options the Exchange 
lists for trading.
    It is possible for a KPI to have a negative value, such as earnings 
per share (which is equivalent to a loss per share). Proposed Rule 
902KPI(d)(1)(B) provides the Exchange may list binary KPI options 
series with exercise prices representing negative KPI values. For these 
series, the exercise price will

[[Page 59222]]

equal the absolute value of the KPI and will be scaled as described 
above. For example, if an issuer's earnings per share in the last 
reporting period was -$3.52 (and thus was a loss per share), a binary 
KPI option for such issuer with a strike of 3.58 will reflect an 
expected loss of $3.58 per share. The Exchange will incorporate into 
symbology for binary KPI options whether the value of the strike price 
is positive or negative, including if the Exchange lists binary KPI 
option series with both positive and negative strike prices. Whether a 
symbol reflects a positive or negative value will be available on 
contract specifications as well as the reference data file for the 
specific binary KPI option on the Exchange's public website.
    Proposed Rule 902KPI(d)(2) provides the minimum interval between 
strike prices for binary KPI options series is:
    <bullet> 0.01 where the strike price is less than 10;
    <bullet> 0.10 where the strike price is 10 or greater but less than 
100;
    <bullet> 1.00 where the strike price is 100 or greater but less 
than 1,000;
    <bullet> 10.00 where the strike price is 1,000 or greater but less 
than 10,000; and
    <bullet> 100.00 where the strike price is 10,000 or greater.
    As discussed above, while KPI values above 1,000 are generally 
scaled, there may be circumstances in which the Exchange lists strikes 
above 1,000 or even 10,000 given the Exchange's proposal to maintain a 
lower scale level until a KPI value is consistently above a certain 
level (e.g., above one billion for four consecutive quarters). This may 
occur when a KPI value is near the top of a scaling range; for 
continuity, the Exchange will continue listing strike prices using the 
lower scaling factor and not change to a higher scaling factor until 
the KPI value is regularly within that higher range. Suppose a KPI 
value is 995,000,000; in this case, strike prices will be scaled by 
1,000,000. Thus, the Exchange may list binary KPI options above and 
below 995 (995,000,000 divided by 1,000,000). However, there is 
potential that the KPI may increase to above 1,000,000,000. As 
proposed, the Exchange may list strike prices, for example, of 1,000 
(representing 1,000,000,000) and above, for expirations until the KPI 
value is above 1,000,000,000 for four consecutive reporting periods. To 
reduce confusion, the Exchange would not scale strike prices using 
different scaling factors within a single expiration (and would not 
change the scale until the KPI value is consistently at the higher 
level). Therefore, it is possible the Exchange may list strikes greater 
than 1,000. Similarly, while strikes above 10,000 may be rare, given 
the Exchange proposes to maintain a lower scale level until a KPI value 
is consistently above a certain level (e.g., above one billion for four 
consecutive quarters, as proposed), depending on market factors and 
demand, it is possible (although unlikely) the Exchange may determine 
it is appropriate to list strikes above 10,000 if market factors or 
expectations signify a significant increase of the KPI value. The 
proposed strike intervals accommodate the listing of binary KPI options 
in these circumstances before the Exchange shifts the strike prices for 
an issuer's KPI to a different scaling level.
    The proposed strike intervals are generally consistent with current 
Exchange Rules for other options, which provide for larger strike 
intervals as the values of strike prices increase. Given the scaling 
factor for larger KPI values, it may appear the proposed rule change 
will permit smaller strike intervals for larger KPI values if those 
intervals are considered solely on a nominal basis. However, that is 
not the case if the actual values of the strike intervals are 
considered. The corresponding actual value of the strike interval for a 
strike price that was subject to a larger scale value is higher than 
the actual value of the strike interval for a strike price that was 
subject to a smaller scale value. For example, suppose a strike price 
of 950 represents $950 million. The proposed rule change would permit 
strike intervals of $1.00. However, that $1.00 corresponds to 
$1,000,000. In other words, if the Exchange listed strikes of 950, 951, 
and 952, the difference in values of those strikes are $1 million, not 
$1 (i.e., the strikes represent values of $950,000,000, $951,000,000, 
and $952,000,000). Similarly, suppose a strike price of 3 represents 
$3,000,000,000. The proposed rule change would permit strike intervals 
of $0.01. However, that corresponds to $10,000,000. If the Exchange 
listed strikes of 3.00, 3.01, and 3.02, the difference in values of 
those strikes are $10,000,000, not $0.01 (i.e., the strikes represent 
values of $3,000,000,000, $3,010,000,000, and $3,020,000,000, 
respectively). As a result, the permissible strike intervals for strike 
prices representing values in the billions are actually larger than the 
permissible strike intervals for strike prices representing values in 
the millions. This is consistent with the general premise underlying 
current strike intervals that larger strike intervals apply to larger 
strike values.
    Proposed Rule 902KPI(e) addresses bid and offer conventions for 
binary options with multipliers other than 100. It will provide clarity 
and consistency in market quotations relative to the notional size of 
the option, promotes investor understanding of the cost and value of 
binary KPI option contracts. Therefore, the Exchange believes the 
proposed rule change is consistent with just and equitable principles 
of trade because it creates a pricing structure that reflects the 
notional value of an option based on its multiplier.
    Proposed Rule 902KPI(f) describes the initial series of a binary 
KPI option the Exchange may open for trading. Specifically, the 
Exchange may open for trading one or more binary KPI option series with 
a fixed KPI value as the strike price, with approximately the same 
number of strike prices being opened above and below the at-the-money 
KPI value (i.e., the value of the KPI in the issuer's most recent 
earnings-related disclosure) at the time the binary KPI options are 
opened. The Exchange will list strike prices for binary KPI option 
series that are reasonably close to the at-the-money KPI value at the 
time of listing. A strike is ``reasonably close'' to the at-the-money 
KPI value if (1) for KPIs less than or equal to 10, it is no more than 
100% above or below the at-the-money KPI value; and (2) for KPIs 
greater than 10, it is no more than 30% above or below the at-the-money 
KPI value. The Exchange may also open binary KPI option series that are 
more than 30% above or below the at-the-money KPI value (if the KPI is 
greater than 10) provided demonstrated customer interest exists for 
such series, as expressed by institutional, corporate or individual 
customers or their brokers.
    The Exchange may add new series of binary KPI options series when 
the Exchange deems it necessary to maintain a fair and orderly market 
or to meet customer demand. To the extent the Exchange lists binary KPI 
options series for an expiration before then-currently listed binary 
KPI options expire (and thus before the applicable issuer has disclosed 
the KPI value for the reporting period immediately preceding the 
reporting period for these newly listed options), the Exchange may list 
additional series after the KPI value for the immediately preceding 
reporting period is disclosed using that disclosed KPI value as the at-
the-money KPI. For example, before expiration of a binary KPI options 
series set to expire on the date of an issuer's disclosure of its third 
quarter earnings results, the Exchange lists series of that binary KPI 
option to expire on the date of an issuer's disclosure of its fourth 
quarter earnings results (using the KPI from the second quarter 
earnings results as the at-the-money KPI value). After the issuer

[[Page 59223]]

discloses its third quarter earnings results, including the applicable 
KPI, the Exchange may list additional series for the fourth quarter 
binary KPI options using the third quarter KPI result as the at-the-
money KPI value. Any additional strike prices the Exchange lists will 
be reasonably close (as defined above) to the at-the-money KPI value at 
the time of listing.
    Continuing the above example, suppose the Exchange lists binary KPI 
options for the fourth quarter before the binary KPI options for the 
third quarter have expired. As proposed, the Exchange would list 
strikes above and below the at-the-money strike, which at the time of 
listing would be the settlement value KPI from the issuer's second 
quarter earnings results disclosure, as that is the most recently 
available KPI. If the KPI for the option was net sales, and the second 
quarter value was $45.093 billion, the at-the-money strike would be 
45.10, and the Exchange could list strikes within 50% of that value, 
and additional series based on customer demand or market changes. After 
the Exchange lists those series, the issuer announces its third quarter 
earnings results, including net sales of $57.241 billion. As proposed, 
after that announcement, the Exchange may list additional strikes 
within 50% of $57.24 to reflect the change in value of the underlying 
(as well as additional series based on customer demand or market 
changes).
    This proposed framework for listing and adding series is similar to 
the framework in current Rules for listing and adding series of equity 
options. While the proposed strike intervals are narrower than these 
rules, the permissible ranges are also narrower. The Exchange 
acknowledges the proposed framework would still permit the Exchange to 
list a large number of strikes per KPI per expiration. However, the 
Exchange intends to apply its standard strike listing practices to 
binary KPI options. Specifically, the Exchange generally lists strikes 
at wider intervals as they move farther away from the at-the-money 
value, while listing more granular intervals for strikes closer to the 
at-the-money value. The Exchange also generally delists granular 
strikes that are deep out-of-the-money if the Exchange determines they 
are sufficiently covered by wider strike intervals that are close in 
value.
    These proposed provisions regarding the listing of binary KPI 
option series are similar to provisions regarding permissible series of 
other options. The Exchange believes it is reasonable to list binary 
KPI options for a new reporting period prior to the expiration of then-
listed binary KPI options for the immediately preceding reporting 
period (e.g., listing binary KPI options for the fourth quarter before 
expiration of binary KPI options for the third quarter), and thus 
before the settlement value of the applicable KPI is known for the 
immediately preceding reporting period for these options, to permit 
investors to roll positions from one expiration to the next. As 
proposed, once the settlement value for the immediately preceding 
reporting period is known (the third quarter in this example), the 
Exchange may list additional series of the binary KPI options that 
reflect that KPI value. This is consistent with current practice if 
there is a change (including a substantial change) in the price of 
underlying security or value of an underlying index. For example, Rule 
903(d) provides that the Exchange may open additional series of a 
short-term option series overlying a security when the market price of 
the underlying security moves substantially from the exercise price or 
prices of the series already opened, subject to the ``reasonably 
close'' parameters set forth in that rule. Disclosure of, as an 
example, the third quarter KPI value after the fourth quarter binary 
KPI options series were listed based on the second quarter KPI value 
(if the third quarter KPI value differs from the second quarter KPI 
value) is similar to the move in the price of an underlying security, 
which may result in the Exchange listing additional series based on the 
updated price of the underlying security. Similarly consistent with 
current practice for other options (as set forth in Rule 903, 
Commentary .10(c), for example), opening of binary KPI options based on 
this later-disclosed KPI value will not affect any other series of 
options of the same binary KPI options class previously opened.
    Proposed Rule 902KPI(h) provides that the contract multiplier for 
each class of binary KPI options is one.
    The Exchange proposes to add new Rule 903KPI (Determination of 
Settlement Value) to establish that binary KPI options that are ``at-
the-money,'' ``in-the-money,'' or ``out-of-the-money'' are a function 
of the settlement value of the underlying KPI in relation to the type 
of binary KPI option (i.e., put or call) and the exercise price. As 
described above, the settlement value for a binary KPI option is the 
value of the KPI as disclosed in the applicable issuer's earnings 
related filing. While the timing of an announcement of a KPI value 
factor into the determination of whether the Exchange lists a binary 
KPI option as A.M.-settled or P.M.- settled, the Exchange will source 
the settlement value from the filing the issuers submits to the 
Commission. Generally, companies issue press releases that contain 
earnings results and near contemporaneously submit a Form 8-K to the 
Commission with the press release as an exhibit. Therefore, it is 
unlikely the value of the KPI in the Commission filing will differ from 
the value in the initial announcement; however, the value in the 
Commission filing will be the ultimate settlement value.
    Proposed Rule 904KPI (Adjustment) provides that binary KPI options 
are subject to adjustment only in accordance with and to the extent 
specified in the Rules of the Clearing Corporation. When any such 
adjustment has been determined, the Exchange will announce this 
adjustment via Trader Update, which will become effective as of the 
time specified in that announcement.
    As described above, binary KPI options would be cleared by the 
Clearing Corporation, which would serve as the central counterparty to 
each transaction and facilitate standardized clearing, settlement, and 
contract administration processes pursuant to its Rules. Consistent 
with this centralized clearing framework, proposed Rule 904KPI provides 
that binary KPI options would be subject to adjustment only in 
accordance with and to the extent specified in the Rules of the 
Clearing Corporation. When any such adjustment has been determined, the 
Exchange will announce this adjustment via Trader Update, which will 
become effective at the time specified in that announcement. The 
Exchange believes that limiting contract adjustments to those provided 
under the Rules of the Clearing Corporation provides a clear and 
transparent framework under which any adjustments to binary KPI options 
would be administered. A registered clearing agency designated to clear 
binary KPI options would be subject to Commission oversight and would 
possess expertise in the clearance and settlement of financial 
products. Because binary KPI options represent a novel product type, 
the Exchange anticipates that the Clearing Corporation would develop 
adjustment procedures designed to address the unique characteristics of 
these contracts and the types of events that may require adjustment. To 
the extent the Clearing Corporation adopts new adjustment procedures 
for binary KPI options, those procedures would be subject to the 
applicable regulatory process, including review and approval by the 
Commission, as applicable, before the

[[Page 59224]]

Exchange commences trading in the product.
    Next, the Exchange proposes to Rule 905KPI to provide that binary 
KPI options, may be traded on the Exchange from 9:30 a.m. to 4:00 
p.m.\18\ Further, the last day of trading for P.M.-settled binary KPI 
options is the day of expiration, and the last day of trading for A.M.-
settled binary KPI options is the trading day prior to expiration.
---------------------------------------------------------------------------

    \18\ Unless otherwise specified, all times in this proposal are 
Eastern Time.
---------------------------------------------------------------------------

    The Exchange recognizes it is possible, although unusual and 
unlikely, that KPI information may become available at unexpected 
times. The proposed rules address the impact on trading and expiration 
that such disclosure may have. First, the proposed rule change provides 
if the Exchange confirms an issuer discloses the KPI prior to the 
expiration date, trading in the applicable binary KPI options series 
will cease, and the expiration date for the option accelerates to a 
date on or shortly after the date of that disclosure in accordance with 
the Rules of the OCC.\19\ This may occur if, for example, the 
applicable issuer releases the KPI information in advance of the 
expiration date of the option. If the issuer releases KPI information 
after the expiration date, which may be the case if, for example, the 
issuer's earnings are delayed, trading in the option will not be 
impacted and will cease as of the expiration date. While the expiration 
date will not change, expiration processing of such options will be 
delayed until the KPI information becomes available, in accordance with 
the rules of the Clearing Corporation. Additionally, the proposed rule 
change provides if there is an unofficial disclosure of the KPI prior 
to the expiration date, the Exchange may determine to halt (and resume) 
trading in the applicable binary KPI options series in accordance with 
Rule 953NY. In certain circumstances, the expiration date for the 
option may accelerate in accordance with the Clearing Corporation 
rules; if this occurs, trading in the binary KPI will cease. This 
proposed provision addresses the unlikely event that KPI information 
becomes available through sources other than the issuer in advance of 
the expiration date. If the Exchange determines the KPI information 
reported from the unofficial source is unreliable, trading in the 
binary KPI option may resume until it expires.
---------------------------------------------------------------------------

    \19\ The proposed acceleration of binary KPI options is similar 
to the existing acceleration process for equity options when the 
underlying security of such options has been converted entirely to 
cash. See OCC Rule 807.
---------------------------------------------------------------------------

    The Exchange believes proposed Rule 905KPI(f), which provides that 
for binary KPI options, the System initiates the opening rotation at 
9:30 a.m., is consistent with the opening auction framework already 
applicable to other index options listed on the Exchange and ensures 
that binary KPI options open for trading in an orderly and transparent 
manner.
    The Exchange proposes to amend Rule 960NY to establish the minimum 
increment for bids and offers on orders for binary KPI options, which 
may not be less than $0.01.
    The Exchange proposes to adopt Rule 906KPI (Position Limits for 
Binary KPI Options) to set forth position limit requirements for binary 
KPI options. The Exchange proposes to adopt Rule 906KPI(a) to provide 
that in determining compliance with Rule 904 (Position Limits), the 
position limit for binary KPI options is the same as the applicable 
position limit for the stock of the issuer per expiration and 100 
binary KPI option contracts equal one standard option contract.
    Per proposed rule 906KPI(b), positions in binary KPI options on the 
same KPI that have different expiration dates are not aggregated, and 
positions in binary KPI options for the same issuer with different 
underlying KPIs are not aggregated. In addition, the Exchange proposes 
to adopt Rule 906KPI(c) to provide that Binary KPI options are not 
aggregated with non-binary options contracts overlying the stock of the 
issuer. Finally, per Rule 906KPI(d), with respect to binary KPI 
options, a binary KPI option short position coupled with a binary KPI 
option short call position, regardless of the KPI option strike, shall 
be exempt from the established position limits proscribed in Rule 904.
    The Exchange also proposes to adopt Rule 907KPI (Reporting of 
Positions) Positions in binary KPI options shall be reported pursuant 
to Rule 904, except, in computing reportable binary KPI options 
thereunder, aggregation of positions shall be in accordance with Rule 
906KPI. The proposed Rule 907KPI further provides that for purposes of 
this report, 100 binary KPI option contracts equal one standard option 
contract. The Exchange believes this is reasonable given that binary 
KPI options have a multiplier of 1 while standard equity option 
contracts have a multiplier of 100.
    Except as otherwise described above, all binary KPI options will be 
listed and traded on the Exchange in a substantially similar manner as 
standard equity and index options and binary index options are 
permitted to be listed and traded under current Rules. The Rules that 
apply to the listing and trading of non-binary options on the Exchange, 
including those related to customer accounts, margin requirements and 
trading halt procedures,\20\ which are designed to prevent fraudulent 
and manipulative acts and practices, will apply to the listing and 
trading of binary KPI options. The Exchange has analyzed its capacity 
and represents that it believes the Exchange has the necessary systems 
capacity to handle any potential additional message traffic associated 
with the listing of binary KPI options.
---------------------------------------------------------------------------

    \20\ Binary KPI options will not be tied to the trading state of 
the underlying issuer stock and thus, trading in binary KPI options 
will not be affected by halts in the underlying issuer stock. The 
binary KPI options will halt in accordance with Rule 953NY.
---------------------------------------------------------------------------

    The Exchange will support electronic trading, floor trading, and 
complex orders. Trading in Flexible Execution (``FLEX'') options will 
not be offered. The Exchange may determine to support particular order 
types, order instructions, or times-in-force on a class-by-class basis. 
Consistent with current practice, if the Exchange modifies the 
applicability of any functionality or order instructions for binary KPI 
options, it will notify ATP Holders via Trader Update.
    The Exchange will send quotation and transaction price information 
for binary KPI options to The Options Price Reporting Authority 
(``OPRA'') in the same manner it sends this information to OPRA for all 
other options the Exchange lists. Additionally, the Exchange 
understands from OPRA that it will disseminate information regarding 
binary KPI options in the same manner it does for all other options the 
Exchange lists. The Exchange intends to follow OPRA's standard capacity 
monitoring process for binary KPI options (in accordance with OPRA 
instructions), which includes submission of quarterly capacity 
projections (the Exchange will include its projected binary KPI option 
volume in the applicable submission). Further, the Exchange understands 
from OPRA that no technical changes are required to accommodate the 
reporting to OPRA of quotation and transaction information regarding 
binary KPI options (the Exchange represents, if later required by OPRA, 
it will adhere to any new technical requirements OPRA deems necessary 
to accommodate binary KPI options).\21\
---------------------------------------------------------------------------

    \21\ The Exchange understands OPRA may need to update how it 
disseminates open interest information for binary KPI options, as 
its current process incorporates information from OCC and references 
in this filing are clearing agency-neutral.

---------------------------------------------------------------------------

[[Page 59225]]

    The Exchange does not believe American Trade Permit (``ATP'') 
Holders will experience any capacity issues as a result of this 
proposal and represents that it will monitor the trading volume 
associated with binary options and the effect (if any) of binary 
options on market fragmentation and the capacity of the Exchange's 
automated system.
    The Exchange represents that the same surveillance procedures 
applicable to all other options currently listed and traded on the 
Exchange will apply to binary KPI options, and that it has the 
necessary systems capacity to support the option series. The Exchange's 
existing surveillance and reporting safeguards are designed to deter 
and detect possible manipulative behavior and other improper trading In 
addition, the Exchange has a Regulatory Services Agreement with the 
Financial Industry Regulatory Authority, Inc. (``FINRA''). Pursuant to 
a multi-party 17d-2 joint plan, all options exchanges allocate 
regulatory responsibilities to FINRA to conduct certain options-related 
market surveillances.\22\ The Exchange is also a member of the 
Intermarket Surveillance Group (``ISG'') under the ISG Agreement. ISG 
members work together to coordinate surveillance and investigative 
information sharing in the stock, options, and futures markets. 
Further, the Exchange will implement any new surveillance procedures it 
deems necessary to effectively monitor the trading of binary KPI 
options.
---------------------------------------------------------------------------

    \22\ Section 19(g)(1) of the Act, among other things, requires 
every self-regulatory organization (``SRO'') registered as a 
national securities exchange or national securities association to 
comply with the Act, the rules and regulations thereunder, and the 
SRO's own rules, and, absent reasonable justification or excuse, 
enforce compliance by its members and persons associated with its 
members. See 15 U.S.C. 78q(d)(1) and 17 CFR 240.17d-2. Section 
17(d)(1) of the Act allows the Commission to relieve an SRO of 
certain responsibilities with respect to members of the SRO who are 
also members of another SRO. Specifically, Section 17(d)(1) allows 
the Commission to relieve an SRO of its responsibilities to: (i) 
receive regulatory reports from such members; (ii) examine such 
members for compliance with the Act and the rules and regulations 
thereunder, and the rules of the SRO; or (iii) carry out other 
specified regulatory responsibilities with respect to such members.
---------------------------------------------------------------------------

    The Exchange will report any information regarding binary KPI 
options required to be reported to the Consolidated Audit Trail 
(``CAT'') in the same manner it reports this information to CAT for all 
other options the Exchange lists.\23\ The Exchange represents, if later 
required by FINRA CAT, it will adhere to any new technical requirements 
FINRA CAT deems necessary to accommodate binary KPI options).
---------------------------------------------------------------------------

    \23\ CAT reporting requirements will apply to broker-dealers 
with respect to binary KPI options in the same manner as they apply 
to any other options the Exchange lists. The Exchange understands 
from FINRA CAT there will be no changes to the reporting 
specifications for broker-dealers to accommodate the reporting of 
information regarding binary KPI options to CAT.
---------------------------------------------------------------------------

    Pursuant to the Options Order Protection and Locked/Crossed Market 
Plan (``Linkage Plan''),\24\ participant exchanges to the Linkage Plan 
established a framework to provide order protection. The Linkage Plan 
(and Exchange Rules 990NY through 993NY regarding intermarket linkage) 
applies during all trading sessions during which multiply listed 
options trade. Rule 993NY addresses order routing away from the 
Exchange to promote compliance with the Linkage Plan. If the proposed 
binary KPI options become multiply listed options, Users may designate 
an order for routing (or not available for routing), and the Exchange 
System is designed to, at all times, prevent trade-throughs and avoid 
displaying locked/crossed markets in accordance with the Linkage Plan 
(and Exchange Rules 990NY through 993NY regarding intermarket linkage).
---------------------------------------------------------------------------

    \24\ The Linkage Plan requires U.S. options exchanges to 
establish a framework for providing order protection and addressing 
locked and crossed markets in eligible options classes. The Linkage 
Plan is a national market system plan approved by the Commission 
pursuant to Section 11A of the Act and Rule 608 thereunder. The full 
text of the Linkage Plan is available at <a href="https://www.theocc.com/getcontentasset/7fc629d9-4e54-4b99-9f11-c0e4db1a2266/dfc3d011-8f63-43f6-9ed8-4b444333a1d0/options_order_protection_plan.pdf">https://www.theocc.com/getcontentasset/7fc629d9-4e54-4b99-9f11-c0e4db1a2266/dfc3d011-8f63-43f6-9ed8-4b444333a1d0/options_order_protection_plan.pdf</a>.
---------------------------------------------------------------------------

    Upon launch, binary KPI options will clear through the Clearing 
Corporation as that term is defined in proposed Rule 900KPI(b). In 
doing so, the proposal would bring these securities products within the 
established regulatory infrastructure applicable to listed options, 
including exchange trading and surveillance, standardized disclosure, 
and centralized clearance and settlement through a registered clearing 
agency, as further described below. Additionally, binary KPI options 
would be cleared through a registered clearing agency, which would 
serve as the central counterparty to each transaction and facilitate 
risk mitigation through established clearing, settlement, contract 
adjustment, and other standardized operational processes.
    The Options Listings Procedure Plan (the ``OLPP'') sets forth 
procedures to facilitate the listing and trading of standardized 
options. This plan currently describes procedures with respect to 
options issued by and cleared at the OCC. If the Exchange ultimately 
does not designate the OCC as the Clearing Corporation for the purposes 
of the definition set forth in proposed Rule 900KPI(b), the Exchange 
will take steps necessary and within its authority to amend the OLPP to 
reflect listing procedures applicable to binary KPI options to the 
extent not cleared by the OCC.
    The Exchange represents it will not list for trading binary KPI 
options until the registered clearing agency designated as the Clearing 
Corporation is authorized and operationally ready to clear the 
contracts and until all applicable filings and documents of the 
Clearing Corporation related to binary KPI options being cleared 
through the Clearing Corporation are approved by the Commission or 
effective after review by the Commission, as applicable.
    As discussed in further detail below, the Exchange intends for 
binary KPI options to be treated as listed standardized options. Rule 
9b-1 under the Act establishes a disclosure framework for standardized 
options pursuant to which investors receive a disclosure document 
describing the terms, characteristics, and risks of the product before 
trading. Depending on which registered clearing agency is designated as 
the Clearing Corporation, the applicable Rule 9b-1 disclosure document 
may be based on an existing options disclosure document utilized by 
that clearing agency, as modified or supplemented, as appropriate, or 
another comparable disclosure document prepared in connection with the 
clearance of binary KPI options. In either case, the disclosure 
document would contain substantially similar information regarding the 
terms, characteristics, risks, settlement mechanics, and other material 
features of binary KPI options and would be tailored, as necessary, to 
address the product's unique features and distinctions from traditional 
listed options. The Exchange believes that disclosure through the Rule 
9b-1 framework would better serve the informational needs of investors 
than a traditional prospectus because binary KPI options are 
standardized options for which the principal investor considerations 
relate to the contract's terms, payout structure, settlement mechanics, 
and trading characteristics rather than the disclosure typically 
provided in connection with an offering of a corporate issuer's 
securities.
    The Exchange will not commence listing and trading of binary KPI 
options until a registered clearing agency is authorized and 
operationally ready to clear the contracts; the applicable disclosure 
document under Rule 9b-1 is in place; any necessary changes relating

[[Page 59226]]

to CAT, FINRA, OPRA, the Linkage Plan, and OLPP have been completed; 
and the Exchange has issued an implementation notice to Members.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\25\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\26\ in that it is 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 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. In addition, the Exchange 
believes that the proposed rule change is consistent with the Section 
6(b)(5) \27\ requirement that the rules of an exchange not be designed 
to permit unfair discrimination between customers, issuers, brokers, or 
dealers.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78f(b).
    \26\ 15 U.S.C. 78f(b)(5).
    \27\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

Binary KPI Options Are Securities and Standardized Options
    As an initial matter, the Exchange's proposal is identical to the 
proposal made by the Cboe to list binary KPI options.\28\ The Exchange 
believes that the binary KPI options proposed herein would be 
``securities'' under the Act.\29\ Section 3(a)(10) of the Act \30\ 
defines the term ``security'' to include, among other instruments, 
``any . . . option . . . on any security . . . including any interest 
therein or based on the value thereof.'' \31\
---------------------------------------------------------------------------

    \28\ See Securities Exchange Act Release No. 105877 (July 10, 
2026) (SR-CBOE-2026-061) (``Notice of Filing of a Proposed Rule 
Change to Amend its Rules to Permit the Listing of Binary Options 
Overlying Key Performance Indicators (``KPIs'') Reported by Certain 
Issuers of Stock (``Binary KPI Options'')).
    \29\ The Exchange also believes that binary KPI options are also 
``securities'' under the Securities Act of 1933, as amended (the 
``Securities Act''). See 15 U.S.C. 77b(a)(1).
    \30\ 15 U.S.C. 78c(a)(10).
    \31\ Id.
---------------------------------------------------------------------------

    Standardized options are generally offered based on the price of 
the underlying security or index and include puts, calls, and other 
complex instruments whose value is based on the price of the underlying 
security or securities. The binary KPI options will operate in 
substantially the same manner as these binary options but with a 
different underlying. The Exchange's proposal would expand the universe 
of listed options to include contracts based on proposed KPIs, 
including net income, net sales, net interest income, provision for 
credit losses, and specified expense metrics, that relate to the 
valuation of the issuer's stock. Such options contracts would reference 
financial metrics that are material to the value of the underlying 
security and are therefore included in the issuer's financial reports 
submitted to the Commission, including Form 8-K, Form 10-K and Form 10-
Q filings.
    In addition, the Exchange believes that trading such instruments as 
binary KPI options would promote a fair and orderly market and 
facilitate new investment and hedging opportunities on a Commission-
regulated exchange. In certain cases, financial instruments may contain 
features similar to both options contracts and security-based swaps. As 
compared to characterizing an instrument as a security-based swap, 
which would typically be traded bilaterally in the over-the-counter 
(``OTC'') market, categorizing an instrument as an options contract 
comes with a more robust set of regulatory requirements and market 
practices that the Exchange believes would aid in the development of 
such binary KPI options. To the extent there is uncertainty regarding 
how best to characterize these contracts under the statute, the 
Exchange believes that the best interpretation is the one that promotes 
innovation and competition while providing robust investor protection 
guardrails on a regulated exchange.
    As discussed above, the Exchange is proposing to list and trade 
binary KPI options. The Exchange currently trades standardized options 
(puts and calls) based on the price of an underlying NMS stock. Binary 
KPI options would be different from these contracts in primarily two 
respects: (1) binary KPI options contracts would have a fixed or 
``binary'' payout at expiration, regardless of the magnitude of the 
difference between the option's exercise price and the settlement value 
for the underlying; and (2) the price of such contracts would be based 
on the issuer achieving financial metrics that are material to the 
price of the underlying stock rather than the stock's share price 
itself. The Exchange does not believe that either of those differences 
is germane to whether this product is an options contract as defined in 
the Act.
    The Exchange notes that options as defined in Section 3(a)(10) 
encompass not only options on a security but further include options on 
any interest in a security or based on the value thereof. This broad 
statutory language is sufficient to support the trading of binary KPI 
options on a Commission-regulated options exchange, including contracts 
that reference an issuer's earnings, revenues, sales, or other 
financial metrics on which investors traditionally base investment 
decisions. Such options contracts would reference financial metrics 
that are material to the value of the underlying security and are 
therefore included in the issuer's financial reports submitted to the 
Commission, including Form 8-K, Form 10-K and Form 10-Q filings.
    This is consistent with the Commission's own interpretation of the 
statute when analyzing its application to similar products offered by 
another national securities exchange. Consider the Commission's 
approval of proposals by Cboe to list and trade: (1) credit default 
options; \32\ and (2) credit default basket options.\33\ As the 
Commission explained in its order approving credit default options for 
trading on Cboe, ``credit default options . . . are binary options that 
are automatically exercised upon the occurrence of specified credit 
events or expire worthless.'' \34\ While such products were therefore 
different in certain important respects from existing options 
contracts, ``[a]fter careful analysis, the Commission [found] that 
credit default options are options based on the value of a security or 
securities'' \35\ and also ``options on an interest in, or based on the 
value of an interest in, a security or securities.'' The Commission 
made a similar finding when it later approved Cboe's proposal to 
introduce credit default basket options.
---------------------------------------------------------------------------

    \32\ See Securities Exchange Act Release No. 55871 (June 6, 
2007), 72 FR 32372 (June 12, 2007) (SR-CBOE-2006-84).
    \33\ See Securities Exchange Act Release No. 56275 (August 17, 
2007), 72 FR 47097 (August 22, 2007) (SR-CBOE-2007-26).
    \34\ See supra note 34.
    \35\ Id.
---------------------------------------------------------------------------

    All of this would also be true of the proposed binary KPI options. 
Similar to Cboe's credit default options and credit default basket 
options, the proposed binary KPI options are ``binary options that are 
automatically exercised upon the occurrence of specified . . . events 
or expire worthless.'' \36\ The Commission has repeatedly found that 
contracts with a binary payout structure may nevertheless be properly 
classified as options contracts under the Act and, while most options 
contracts have historically had a variable payment structure, such a 
structure is not required by the Act, which does not specify a 
particular payment structure. In addition, while in some cases binary 
options offered by other securities

[[Page 59227]]

exchanges have referenced the price of some underlying security or 
index, such binary options also encompass contracts like the ones 
discussed above.
---------------------------------------------------------------------------

    \36\ Id.
---------------------------------------------------------------------------

    The Commodity Exchange Act's (``CEA'') lends further support to the 
classification of binary KPI options as securities. Specifically, 
pursuant to Section 3(a)(68) of the Act,\37\ a ``security-based swap'' 
\38\ is a ``swap'' \39\ as defined in the Commodity Exchange Act that 
is based on: (1) ``an index that is a narrow-based security index, 
including any interest therein or on the value thereof;'' \40\ (2) ``a 
single security or loan, including any interest therein or on the value 
thereof;'' \41\ or (3) ``the occurrence, nonoccurrence, or extent of 
the occurrence of an event relating to a single issuer of a security or 
the issuers of securities in a narrow-based security index, provided 
that such event directly affects the financial statements, financial 
condition, or financial obligations of the issuer.'' \42\ In turn, the 
Commodity Exchange Act defines ``swap'' to include ``any agreement, 
contract, or transaction . . . that is a put, call, cap floor, collar, 
or similar option of any kind that is for the purchase or sale, or 
based on the value, of 1 or more . . . securities.'' \43\
---------------------------------------------------------------------------

    \37\ 15 U.S.C. 78c(a)(68).
    \38\ Id.
    \39\ 7 U.S.C. 1a(47).
    \40\ 15 U.S.C. 78c(a)(68)(A)(ii)(I).
    \41\ 15 U.S.C. 78c(a)(68)(A)(ii)(II).
    \42\ 15 U.S.C. 78c(a)(68)(A)(ii)(III).
    \43\ 15 U.S.C. 78c(a)(68)(A)(ii)(III).
---------------------------------------------------------------------------

    This is also the case with the binary KPI options identified in the 
proposal. The KPIs selected are ``material to the value'' of a 
particular security, and payouts of binary KPI options are conditioned 
on those terms. Indeed, the nexus between the proposed KPIs and the 
value of the underlying security is, if anything, more direct than in 
the case of CD options. Whereas CD options reference a credit event (a 
contingency that may or may not affect the market value of the 
reference security depending on recovery rates and market conditions), 
binary KPI options reference the issuer's actual reported financial or 
operating performance and are the metrics investors consider when 
determining the value of a stock. Unlike an external event that merely 
holds the potential to trigger potential financial consequence for a 
security, each of the proposed KPIs (whether measured at the 
consolidated or segment level) ultimately constitutes a material 
component of the issuer's financial results that itself forms the basis 
for investors' measurements of a company's (and its stock's) intrinsic 
value.
    Each binary KPI option proposed herein provides a cash payout based 
on the disclosed KPI, some of which are directly tied to a pecuniary 
interest in a security, such as earnings per share and others of which 
are indirectly tied to the pecuniary interest of a security, such as 
the issuer's net revenue and income, which determine the issuer's 
capacity to generate returns for security holders. A stockholder's 
pecuniary interest in a security is not limited to contractual payment 
rights (such as declared dividends) but encompasses the right to 
benefit from the issuer's earnings capacity, as reflected in the market 
price of the security. Binary KPI options based on earnings metrics 
therefore reference a core component of the stockholder's pecuniary 
interest.
    Classifying binary KPI options as securities options under the Act 
is consistent with the Commission's established regulatory framework 
for binary options, including investor protection objectives, and 
preserves the integrity of antimanipulation restrictions, insider 
trading prohibitions, and material nonpublic information controls. More 
specifically, because these contracts are tied to Commission disclosure 
rules and regulations and material nonpublic information (``MNPI'') 
risks that are substantially identical to those present in traditional 
securities trading, aligning binary KPI options with the securities 
regulatory framework preserves the integrity of insider trading 
prohibitions and the Commission's disclosure regime. Listing binary KPI 
options on a registered national securities exchange subjects trading 
activity to SRO and Commission surveillance for, among other things, 
manipulative trading and insider trading, affording investors the full 
protections of the federal securities laws. Further, classifying binary 
KPI options as security options under the Act allows these contracts to 
be offered by the same liquidity providers that offer listed options 
today, all of whom are Commission-registered and regulated broker-
dealers who are also subject to FINRA and exchange SRO oversight, and 
allows such contracts to be traded by the same retail customer base 
that trade binary options (and KPI-related contracts) today.
    For these reasons, the Exchange believes that binary KPI options, 
as proposed, are appropriately classified as binary options eligible to 
trade on a registered national securities exchange and as standardized 
options subject to the disclosure framework established by Rule 9b-1. 
This classification reflects the economic substance and standardized 
structure of the product, is consistent with the Act and the 
Commission's prior interpretations, and is designed to prevent 
fraudulent and manipulative acts and practices, promote just and 
equitable principles of trade, foster regulatory and clearing 
coordination, and protect investors and the public interest consistent 
with Section 6(b)(5) of the Act.\44\
---------------------------------------------------------------------------

    \44\ 15 U.S.C. 78f(b).
---------------------------------------------------------------------------

Proposal
    The Exchange believes the proposal is consistent with Section 6(b) 
of the Act, in general, and furthers the objectives of Section 6(b)(5) 
of the Act,\45\ in particular, in that it is 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 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.
---------------------------------------------------------------------------

    \45\ 15 U.S.C. 78f(b).
---------------------------------------------------------------------------

    Specifically, the Exchange believes the proposed rule change will 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system, and, in general, protect investors 
and the public interest because it establishes a clear and transparent 
framework for a new category of listed options (binary KPI options) 
that are tied to financial and operating metrics of issuers that are 
publicly disclosed in required Commission reports. Currently, investors 
wishing to position their investment strategies around earnings 
announcements must rely primarily on equity options, whose pricing is 
affected by a wide range of variables beyond the reported financial or 
operating measure of interest (e.g., implied volatility, delta, time 
value, and general market movement). Binary KPI options allow investors 
to take a targeted, defined-risk position directly on a specific 
financial or operating measure (i.e., a KPI) for a particular reporting 
period. The Exchange believes this additional investment tool will 
protect investors and the public interest because it will promote 
market efficiency, enable more precise price discovery around earnings 
events, allow investors to hedge against potential idiosyncratic risks, 
and remove a gap in current national securities exchange-listed 
products available to market participants.
    The Exchange believes the proposed list of issuers and KPIs on 
which the Exchange may list binary KPI options

[[Page 59228]]

will prevent fraudulent and manipulative acts and practices, remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general, protect investors and the 
public interest. First, as noted above, the Exchange is proposing to 
list binary KPI contracts based on specific financial and operating 
metrics reported by the following issuers in their earnings-related 
disclosures submitted to the Commission: Apple, Inc.; Advanced Micro 
Devices, Inc.; Alphabet Inc.; <a href="http://Amazon.com">Amazon.com</a>, Inc.; Bank of America 
Corporation; Citigroup Inc.; Coinbase Global, Inc.; Ford Motor Company; 
Intel Corporation; JPMorgan Chase & Co.; Marathon Digital Holdings, 
Inc.; Meta Platforms, Inc.; Microsoft Corporation; Netflix, Inc.; 
NVIDIA Corporation; Palantir Technologies Inc.; SoFi Technologies, 
Inc.; Space Exploration Technologies Corp.; Super Micro Computer, Inc.; 
Target Corporation; Tesla, Inc.; and The Walt Disney Company. The 
Exchange believes offering investors an additional investment tool on a 
national securities exchange related to some of the most actively 
traded stocks and options will perfect the mechanism of a free and open 
market and benefit investors by allowing them to further refine their 
investment strategies, including using these options to hedge 
idiosyncratic, even-specific risk embedded in the specific KPIs (as 
further discussed below), for these actively traded companies.
    The Exchange believes the proposed universe of issuers will prevent 
fraudulent and manipulative acts and practices, because the proposed 
issuers are large, well-capitalized, and widely followed issuers with 
highly liquid underlying securities and options markets. During May 
2026, each of the issuers exceeded $3 billion in market capitalization 
and ranked among the top 200 U.S. companies by average daily options or 
stock volume, with the exception of Space Exploration Technologies Corp 
(commonly referred to as SpaceX), which had not been trading for a full 
calendar month but which the Exchange believes will satisfy these 
measures with its first month of trading results based on its volumes 
since it began trading.\46\
---------------------------------------------------------------------------

    \46\ The ADV of SpaceX stock between June 12 and June 22, 2026 
was approximately 290,009,963 shares. The market capitalization of 
SpaceX as of June 22, 2026 was $2.145 trillion.
---------------------------------------------------------------------------

    Securities with high market capitalizations and liquid markets are 
generally less susceptible to manipulation because of the substantial 
capital required to artificially influence prices of those securities. 
The depth and breadth of trading activity for securities with 
significant market capitalizations, such as the stocks of the proposed 
issuers, make it unlikely that a single market participant would be 
able to exert undue influence on the price of such a stock, as large 
volumes of buyers and sellers are what ultimately continuously reflect 
the true market value of the stock. The Exchange believes the KPIs of 
issuers with high market capitalizations proposed to underlie binary 
KPI options are similarly less susceptible to manipulation because any 
attempt to distort a financial metric of such an issuer would require 
an enormous and economically impractical deployment of capital, which 
would likely exceed the fixed payout of a binary KPI option. Therefore, 
like stocks of large-cap issuers, KPIs of large-cap issuers are less 
susceptible to manipulation due to the structural barriers that would 
make manipulating KPI values operationally difficult and financially 
irrational (in addition to the rigorous financial oversight to which 
these issuers are subject, as further discussed below).
    In addition to the proposed issuers being highly capitalized and 
having actively traded stocks and options on such stocks, the Exchange 
also believes the proposed limited universe of issuers for binary KPI 
options to those proposed will prevent fraudulent and manipulative acts 
and practices because each issuer is subject to periodic reporting 
requirements under the Act. Therefore, each of the proposed issuers 
must file annual reports on Form 10-K, quarterly reports on Form 10-Q, 
and current reports on Form 8-K with the Commission, which as discussed 
above disclose information the issuer believes is necessary for an 
investor to understand its financial condition, changes in financial 
condition and results of operations, which can include KPIs. Further, 
each issuer maintains audited financial statements prepared in 
accordance with U.S. Generally Accepted Accounting Principles 
(``GAAP'') and is subject to executive certification requirements under 
the Sarbanes-Oxley Act. As a result, the settlement-determining KPI 
values for each eligible issuer are produced within the Commission's 
supervisory jurisdiction, are publicly verifiable from a Commission-
regulated source and are subject to relevant anti-fraud provisions 
under the Act, which the Exchange believes will reduce the potential 
for manipulation of the underlying KPIs as well as the applicable 
issuer's stock.
    Further, the Exchange believes the proposed limited universe of 
issuers will introduce binary KPI options in a well-developed, well-
understood, and transparent Commission-regulated market environment. 
Each issuer is among the most widely followed, actively traded, and 
extensively analyzed issuers in its respective sector, with deep and 
liquid equity and derivatives markets and a broad institutional and 
retail investor base. The depth of existing market activity surrounding 
these issuers supports fair and orderly pricing by ensuring that binary 
KPI options are listed in markets where price discovery is well-
established, liquidity is readily available, and participants have 
broad access to the information necessary to form and express informed 
views on KPI outcomes. The Exchange believes the continuous public 
scrutiny to which these issuers are subject substantially reduces the 
likelihood that any market participant could obtain or maintain an 
informational advantage sufficient to manipulate the settlement value 
of the binary KPI options.
    The Exchange believes the proposed KPI metrics will similarly 
prevent fraudulent and manipulative acts and practices, remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system, and, in general, protect investors and the 
public interest. The Exchange's proposal limits eligible KPIs to GAAP 
and non-GAAP measures and other statistics related to an issuer's 
financial condition and operational results, all of which the proposed 
issuers disclose in their earnings-related filings (i.e., Forms 8-K, 
10-Q, and 10-K) submitted to the Commission. As such, the settlement 
values of the proposed binary KPI options are derived exclusively from 
information that issuers deem as material information required to be 
disclosed in reports submitted to the Commission. These metrics are 
routinely referenced and tracked in the investment community and are 
figures that the market recognizes as a meaningful and central 
indicator of issuer performance. The Exchange believes that the 
inclusion of well-established metrics as eligible KPIs expands the 
value of binary KPI options for investors without compromising the 
integrity of trading processes, including the settlement process.
    The proposed KPI metrics are among the most widely followed and 
extensively analyzed measures for the proposed issuers. Specifically, 
the Exchange proposes to be able to list a binary KPI option on 
earnings per share (prepared in accordance with GAAP) for

[[Page 59229]]

each proposed issuer. This metric is among the most widely followed and 
extensively analyzed figures in public company financial disclosure and 
is disclosed in each issuer's periodic Commission filings. Similarly, 
the Exchange proposes to list binary KPI options on revenue, prepared 
in accordance with the applicable GAAP, for each issuer. As is the case 
for earnings per share, revenue is a widely followed financial metric 
for publicly reporting companies and is the subject of extensive 
analyst coverage.
    The Exchange proposes KPIs representing revenues broken out by 
appliable reportable segment, business unit, or product category, 
including cloud and artificial intelligence infrastructure revenues, 
streaming and geographic subscription revenues, automotive segment 
revenues, financial services segment revenues, consumer product 
category revenues, and digital asset exchange transaction and 
subscription revenues, among others, for several of the proposed 
issuers. Each such metric is a GAAP-defined figure required to be 
disclosed in the issuer's periodic Commission filings. The Exchange 
understands these metrics enable market participants to express views 
on specific high-profile business lines that are extensively covered by 
analysts and subject to a high volume of publicly available forecasts.
    The Exchange proposes KPIs for the proposed financial institution 
issuers that are specific to financial institution income statement 
presentation, including net interest income, provision for credit 
losses, and net income. Each such metric reflects the distinct GAAP 
reporting framework applicable to banking institutions and is subject 
to the same periodic disclosures as other proposed KPIs.
    The proposed rule change also includes operating margin, gross 
margin, or cash flow from operations KPIs for several issuers, each of 
which is computed directly from GAAP financial statement line items 
disclosed in the issuer's periodic Commission filings. These metrics 
provide market participants with insight into issuer profitability and 
capital generation and complement other revenue and earnings figures 
when market participants are evaluating the value of an issuer and its 
stock.
    The Exchange also proposes several non-financial operational KPIs 
that issuers disclosed in their periodic Commission filings, including 
relevant production volumes, network and infrastructure counts, user 
engagement metrics, deal counts, digital asset trading volume, and 
digital asset mining and holdings metrics. Each designated non-
financial operational metric is closely tied to the core economic 
activity of the respective issuer's business and is a figure that the 
issuer has affirmatively chosen to disclose to the public as a key 
indicator of business performance. Issuers typically designate and 
disclose such metrics precisely because they are understood by the 
market to be among the most meaningful measures of their business 
activities. As discussed above, this is consistent with Commission 
guidance that an issuer should include KPIs in these report that the 
issuer believes an investor needs to gain understanding of its 
financial condition, changes in financial condition and results of 
operations, as such KPIs present the ``pulse'' of the issuer's 
business. The market significance of these metrics is further reflected 
in the extensive analyst coverage and investor attention, particularly 
near each reporting date. Each metric is subject to executive 
certification as part of the periodic report in which it appears and is 
widely tracked by financial data services and equity research analysts.
    Overall, the Exchange believes that the proposed well-established, 
publicly reported metrics as eligible KPIs will expand the value of 
binary KPI options for investors without compromising the integrity of 
trading processes, including the settlement process. As a result, the 
Exchange believes the proposed KPIs will protect investors and the 
public interest as it will permit the Exchange to offer investors 
additional investment and hedging tools on the Exchange that investors 
can incorporate into their investment strategies regarding the proposed 
issuers.
    The Exchange believes the proposed contract terms for binary KPI 
options will promote just and equitable principles of trade, remove 
impediments to and perfect a free and open market and national market 
system, and protect investors. As discussed above, the Exchange 
believes the proposed contract terms for binary KPI options are 
standardized option terms. Like standard option contracts and binary 
index option contracts currently listed for trading on the Exchange, 
each proposed binary KPI option will be a call or a put, will have an 
underlying, exercise price, an expiration date, a settlement type, a 
settlement style, and a multiplier. As is the case for binary index 
options, each proposed binary KPI option will have an exercise 
settlement amount paid depending on how the settlement value of the 
underlying compares to the exercise price.
    The proposed binary KPI options will function in a substantially 
similar manner to binary index options, with the proposed contract 
terms substantially similar to the contract terms of binary index 
options. The proposed definitions of binary KPI option, call binary KPI 
option, exercise price, and put binary KPI option are the same as those 
terms for binary index options (as previously approved by the 
Commission), differing only in reference to the underlying (KPI v. 
index).
    The proposed definition of settlement value for binary KPI options 
is generally similar to the definition for binary index options (as 
previously approved by the Commission), with certain differences 
necessary to be addressed due to the different nature of a KPI as the 
underlying. The Exchange believes the proposed $1 exercise settlement 
amount is reasonable given the retail nature of the proposed binary KPI 
options and merely adds specificity to the Rules for binary KPI 
options. The Exchange notes binary KPI options differ from standardized 
index options (which are also cash-settled) in that the exercise 
settlement amount is $1.00 rather than the cash difference amount 
between the settlement value of the index and the strike price of an 
option. Since the $1.00 exercise settlement amount will be paid out to 
the option holder if the criteria of the binary KPI option have been 
met, binary KPI options utilize a fixed exercise settlement amount.
    The Exchange proposes new Rule 901KPI to list the specific binary 
KPI contracts with the KPI criteria for each option contract. Such KPI 
criteria are established as the set KPI events that will be used to 
determine an option contract should be exercised by comparing the 
strike price of the binary KPI option to the KPI value. The Exchange 
believes these proposed contracts (including the issuers and KPIs) are 
consistent with the Act for the reasons set forth above.
    The Exchange believes the proposed expirations for binary KPI 
options will remove impediments to and perfect the mechanism of a free 
and open market and a national market system because they will align 
with the reporting periods for which the proposed issuers disclose 
earnings results and submit corresponding reports to the Commission. 
These expirations will, therefore, permit investors to incorporate 
binary KPI options into their investment strategies that correspond to 
issuers' earnings results. Further, as discussed above, the Exchange 
believes aligning expirations with Commission-regulated sources will 
reduce the potential for manipulation of

[[Page 59230]]

the underlying KPIs, which will ultimately protect investors and the 
public interest.
    The proposed rule establishes a strike regime for binary KPI 
options similar to that for traditional options and binary index 
options. As is the case for traditional options and binary index 
options, the proposed rule change establishes permissible strike 
intervals, the amounts of which increase as the value of the strike 
increases. Additionally, the Exchange proposes to list initial and 
additional series pursuant to a similar framework as traditional equity 
options. The differences in the proposed strike regime compared to that 
of standard equity and index options are necessary and appropriate to 
reflect the static nature of KPIs (unlike underlying equities and 
indexes, the values of which change throughout the trading day) and the 
timing of their disclosure. As noted above, the Exchange intends to 
list binary KPI options aligned with the cadence of the KPI 
announcements as their expiration cycle (generally quarterly). The 
Exchange intends to list for trading binary KPI options with 
expirations for the then-current reporting period (e.g., third quarter) 
as well as the following period (e.g., fourth quarter) prior to the 
expiration of the binary KPI options for the then-current reporting 
period.
    As the Exchange does for standard options, as well as binary index 
options, the Exchange lists strikes (subject to its Rules) based on 
relevant market information--including the then-current value of the 
underlying--and customer demand. As described above, the Exchange 
intends to do the same for binary KPI options by listing strikes 
relative to the then current value of the underlying KPI. The Exchange 
believes it is consistent with just and equitable principles of trade 
to permit the Exchange to list strikes for a new expiration based on 
the most recently disclosed KPI value, which may not be for the 
immediately preceding reporting period, and then add strikes based on 
the disclosed KPI for the immediately preceding reporting period (which 
would be the settlement value for binary KPI options that expire in the 
prior reporting period). This will enable the Exchange to respond to 
changes in market conditions in the same manner it is able to do today 
to respond to changes in values of (and market conditions related to) 
other underlyings. The Exchange believes this flexibility is 
appropriate for binary KPI options because the value of a KPI changes 
only when an issuer discloses that KPI, which generally happens every 
three months, unlike other underlyings that change every trading day. 
While this proposed strike listing regime differs from that of other 
options, the concept is the same, which is to permit the Exchange to 
list strikes reflective of the then-current value of the underlying. It 
is possible the changed value of an underlying KPI may be more sudden 
and pronounced than changes in the value of an underlying equity or 
index (which are susceptible to sudden value changes); however, like 
the listing rules for equity and index options, the proposed rules 
permit the Exchange to list strikes to reflect potentially significant 
changes in the value of the underlying.
    The Exchange believes the proposed scaling of strike prices is 
reasonable and will protect investors, as it will permit the Exchange 
to list strike values in amounts similar to current strike values for 
other options. As noted above, values of certain KPIs may be large 
(e.g., in the billions). The proposed scaling will permit the Exchange, 
for example, to list a strike of 27 rather than 27,000,000,000, which 
the Exchange believes will be simpler for investors to understand (as 
it will be made clear that 27 will reflect billions in this example) 
and consistent with current strike levels. The proposed scaling also 
permits the strike prices for binary KPI options to fit within current 
system capabilities regarding strike price values. The Exchange 
believes scaling rather than modifying its systems (and potentially 
causing investors to modify their systems) will benefit investors by 
allowing them to trade binary KPI options in the same manner as they 
trade other options today.
    The Exchange believes the proposed strike intervals promote just 
and equitable principles of trade because it will permit the Exchange 
to list commercially meaningful strikes that will permit investors to 
tailor their trading strategies with precision. The Exchange 
acknowledges the proposed strike intervals are smaller than those in 
current Rules for other types of options. However, the Exchange 
believes the precision is appropriate and necessary given the nature of 
KPIs and the proposed options. The purpose of binary KPI options is to 
permit investors to take discrete and precise positions on KPIs. 
Therefore, the Exchange needs the ability to list strikes with the 
precision necessary to permit investors to take these positions. For 
example, earnings per share is generally a relatively small number 
(under $10). While strike intervals for other options are limited to 
$0.50 intervals, that would not be meaningful in the context of binary 
KPI options when investors are looking to take positions for a specific 
KPI, which will be measured in penny intervals. Therefore, the Exchange 
believes smaller strike intervals will benefit investors because they 
will allow the Exchange to list binary KPI options that will enable 
investors to use these options in the precise nature for which they are 
intended and provide sufficient flexibility for the Exchange to list 
series to respond to changes in market conditions and customer demand, 
while other rules will place bounds around the strikes the Exchange may 
list.
    Further, as discussed above, the proposed strike intervals are 
consistent with current rules for other options, which provide for 
larger strike intervals as the value of strike prices increases. Given 
the scaling factor for larger KPI values, while it may appear the 
proposed rule change will permit smaller strike intervals for larger 
KPI values, that may be true on a nominal basis but is not the case if 
the actual value of the strike intervals is considered. The 
corresponding actual value of the strike interval for a strike price 
that was subject to a larger scale value is higher than the actual 
value of the strike interval for a strike price that was subject to a 
smaller scale value. As a result, the permissible strike intervals for 
strike prices representing higher KPI values are actually larger than 
the permissible strike intervals for strike prices representing lower 
KPI values. This is consistent with general premise underlying current 
strike intervals that larger strike intervals apply to larger strike 
values and, therefore, the Exchange believes the proposed rule change 
will promote just and equitable principles of trade.
    The Exchange believes this proposed rule change clearly describes 
the proposed terms of binary KPI options, such as with respect to 
expirations (including the Exchange's announcement of the specific 
expiration date after binary KPI options series for that expiration are 
listed) and exercise prices (including the scaling factor, negative 
values, and potential changes to that scaling factor for a binary KPI 
option class) for all investors. As discussed above, these terms and 
changes to such terms will be described in Exchange notices, technical 
specifications (including binary KPI option reference data files), and 
contract specifications (all of which are posted on the Exchange's 
public website and thus available to all investors). Exchange ATP 
Holders and retail brokerage firms are highly sophisticated investors 
that intake information regarding other Exchange-listed options

[[Page 59231]]

(including changes) in the same manner that the Exchange plans to 
release this information for binary KPI options. Therefore, the 
Exchange expects retail customers to have access to all relevant 
information regarding the terms of binary KPI options they choose to 
trade, including changes to expiration dates and exercise price values 
as announced by the Exchange.
    The proposed rule change specifies a multiplier of one for binary 
KPI options rather than require the Exchange to designate a multiplier 
of at least one as the rules for binary index options do. This proposed 
multiplier is consistent with the definition of contract multiplier for 
binary index options (as that requires a multiplier of at least one) 
and merely adds specificity to the Rules.
    The Exchange believes proposed Rule 905KPI, which establishes 
Regular Trading Hours for binary KPI options is consistent with the 
Act, protects investors, and prevents fraudulent and manipulative 
practices. The Exchange believes the proposed structure ensures that 
trading in binary KPI options ceases before the earnings announcement 
that determines settlement. The distinction between A.M.- and P.M.-
settled contracts mirrors the settlement terms already applicable to 
binary index options, as well as other Exchange products.
    The Exchange believes proposed Rule 905KPI(e), which provides that 
for binary KPI options, the System initiates the opening rotation at 
9:30 a.m., removes impediments to a free and open market by applying 
the same proven opening process to binary KPI options that governs 
other listed options classes on the Exchange. Additionally, unlike 
equity options, for which the underlying opens for trading and can 
trigger the opening rotation, KPIs do not trade, so triggering the 
opening rotation based on a set time is reasonable for binary KPI 
options.
    The Exchange believes excluding binary KPI options from the obvious 
error provisions in Rule 975NY is consistent with the Act and promotes 
just and equitable principles of trade because the standard obvious 
error framework, which evaluates whether an execution price deviates 
from a ``theoretical value'' by a prescribed amount, is incompatible 
with the structure of binary KPI options. Binary KPI options have no 
continuously observable theoretical value (unlike equity and index 
options) prior to the date of the earnings-related disclosure. Rather, 
their exercise settlement amount is fixed at either a pre-specified 
dollar amount or zero, depending entirely on whether the reported KPI 
satisfies the exercise condition, which itself is based on a single, 
publicly verifiable metric, disclosed in Commission filings. Applying 
an obvious error framework premised on theoretical value calculations 
to a product with a binary, fixed payout would be technically 
inapplicable and could produce unjust or arbitrary results. Moreover, 
because settlement of binary KPI options is determined by issuer-
reported metrics disclosed through Commission filings (i.e., figures 
produced pursuant to established accounting standards, subject to 
independent audit, and certified under the Sarbanes-Oxley Act), the 
settlement process is itself governed by a comprehensive external 
regulatory framework. The Exchange believes that establishing any 
alternative dispute mechanism in this context would be not only 
unnecessary, but potentially disruptive to market integrity, as it may 
introduce an element of post-hoc discretion into a settlement process 
that is expressly designed to be objective, verifiable, and rule-bound.
    The Exchange believes the proposed amendments related to position 
limits for binary KPI options are consistent with the Act because they 
establish a rational position limit framework for binary KPI options 
that protects against manipulation while facilitating legitimate 
trading activity in a novel product. The Exchange believes that setting 
the position limit for binary KPI options as the same as the applicable 
position limit for the stock of the issuer, with 100 binary KPI option 
contracts equaling one standard option contract, is appropriate. As 
proposed, binary KPI options with a multiplier of one will count toward 
applicable limits on a proportional basis relative to standard equity 
options on the issuer's stock, which carry a multiplier of 100.
    The Exchange further believes the proposal is reasonable given the 
nature of binary KPI options and their relationship to the underlying 
issuer. Because binary KPI options have a fixed maximum notional value 
and settle on an all-or-nothing basis based on a KPI of the issuer 
rather than the price of the issuer's stock as with a standard equity 
option, the Exchange believes the proposed position limits 
appropriately reflects the distinct structure of these contracts and 
limits the potential for any single market participant to exert undue 
influence over binary KPI option settlement. With respect to binary KPI 
options, the economic risk of a position is binary, in that the 
contract either settles in-the-money at $1.00 or out-of-the money at 
$0.00. Additionally, with respect to binary KPI options, the maximum 
notional exposure per contract is fixed in advance; it cannot exceed 
$1.00 multiplied by the contract multiplier. Moreover, unlike stock 
prices or index values, binary KPI option positions would not influence 
a company's financial or operational outcomes; the number of option 
contracts outstanding or trading volume, for instance, has no effect on 
revenue or operational metrics.
    Further, the Exchange's proposal to provide that positions in 
binary KPI options on the same KPI with different expiration dates and 
positions in binary KPI options for the same issuer with different 
underlying KPIs are not aggregated reflects the distinct structure of 
binary KPI options. Each binary KPI option expiration corresponds to a 
separate event tied to a specific issuer reporting period. Thus, the 
Exchange believes aggregating positions across different expiration 
dates would not accurately reflect the risk profile of these positions 
and would impose an unnecessary burden on market participants seeking 
exposure to company KPI events across different reporting periods. In 
determining that position limits should not be aggregated across all 
binary KPI options referencing a single issuer, the Exchange analyzed 
the degree to which KPIs of a given issuer are correlated with one 
another.
    Similarly, the Exchange believes it is reasonable to provide that 
binary KPI options are not aggregated with non-binary options contracts 
overlying the stock of the issuer. Because binary KPI options and 
equity options overlying the same issuer have different risk profile 
(i.e., binary KPI options settle based on a KPI of the issuer rather 
than its stock price), the Exchange believes it would be inappropriate 
and misleading to require aggregation of these positions for purposes 
of position limits. As noted above, binary KPI options are based solely 
on whether a single, specified-issuer KPI meets a discrete threshold at 
a defined future date, and their value reflects the market's 
probability assessment of that singular outcome. Standard equity 
options, on the other hand, reflect a broad array of factors bearing on 
the price of the underlying security, including macroeconomic 
conditions and sector dynamics, of which any individual KPI is only one 
component. Because the two products are not priced off of a common 
reference and do not represent economically equivalent or fungible 
exposures, aggregating positions across them would not meaningfully 
advance the prevention of manipulative practices with respect to the 
underlying security.
    The Exchange further notes that this proposed non-aggregation 
framework is

[[Page 59232]]

not unprecedented. Rule 904ByRDs provides that positions in binary 
return derivatives shall not be aggregated with options contracts on 
the same or similar underlying security. The Exchange believes that 
there was no need to aggregate positions across the two product types 
to prevent manipulative practices involving the underlying.
    Finally, the Exchange believes the amendments to the hedge 
exemption provision in proposed Rule 906KPI(d) is consistent with the 
Act because it facilitates legitimate hedging activity in binary KPI 
options. Because a market participant simultaneously holding a short 
put and short call position in binary KPI options has taken opposing 
sides of the potential binary outcome (i.e., the short call is at risk 
if the KPI is met and the short put is at risk if the KPI is not met), 
the Exchange believes such a position represents a defined, bounded 
risk profile that does not present the same potential for manipulation 
or market disruption that position limits are designed to prevent. The 
Exchange therefore believes the hedge exemption as proposed will 
encourage market-making activity and liquidity provision in binary KPI 
options while protecting investors and the public.
    The Exchange also believes the proposed adoption of Rule 907KPI 
consistent with the Act. By establishing tailored reporting 
requirements for binary KPI options, the Exchange will be able to 
monitor ATP Holder positions effectively and detect any accumulation of 
positions that may approach or exceed applicable limits, to the benefit 
of investors. The Exchange believes it is consistent with just and 
equitable principles of trade for 100 binary KPI option contracts to 
equal one standard option contract for purposes of determining whether 
the report in proposed Rule 907KPI is required given the size of binary 
KPI contracts. As discussed above, proposed binary KPI options have a 
multiplier of one, while standard option contracts have a multiplier of 
100. Therefore, the notional value of a binary KPI option is 
significantly less than the notional value of standard option 
contracts. For example, 200 contracts with a value of $1.00 with a 
multiplier of 100 would equate to $20,000 notional value, while 200 
binary KPI option contracts with a value of $1.00 (which is the fixed 
maximum value of a binary KPI option contract) with a multiplier of one 
would equate to $200 notional value. Counting 100 binary KPI contracts 
as one standard option contract for purposes of this report effectively 
calibrates the reporting requirement so that investors are required to 
submit the report for an economically equivalent number of contracts, 
which promotes just and equitable principles of trade.
    The Exchange believes the proposal will provide the Exchange and 
regulators with visibility into large position concentrations in binary 
KPI options, preserving the ability to identify unusual activity and 
respond to any unforeseen concerns, while calibrating the threshold to 
a metric that is meaningful for this contract given its smaller 
multiplier relative to that of standard equity options. The Exchange 
believes this reporting framework, coupled with the position limits 
amendments, provides a fully adequate regulatory framework for these 
instruments.
    Further, as noted above, the Exchange believes it has an adequate 
surveillance program in place to detect potentially manipulative 
trading in binary KPI options. The Exchange notes that manipulation of 
the reported KPI would constitute securities fraud and expose the 
issuer to liability under federal securities law, separate and apart 
from any exchange-related violation.
    The Exchange believes the proposed binary KPI options will serve as 
a vehicle to hedge idiosyncratic, event-specific risk embedded in the 
specific KPIs. Standard equity options are calibrated to the price of 
the underlying security and capture a full spectrum of factors or risks 
which may affect issue value, such as macroeconomic conditions or 
sector dynamics. Because equity option pricing incorporates this full 
spectrum, a participant seeking to hedge exposure to a single, discrete 
KPI outcome cannot do so precisely using standard equity options. 
Because settlement of a binary KPI option is determined solely by 
whether a specified-issuer KPI meets a defined threshold, the contract 
effectively isolates certain individual risks an investor may seek to 
manage. For example, consider an investor holding a long-term position 
in a particular issuer stock, who believes the issuer's quarterly 
revenue will fall short of expectations (for reasons unrelated to the 
issuer's long-term prospects). The investor may utilize the binary KPI 
option to hedge precisely against the near-term risk without disruption 
to the underlying equity position. This targeted hedging utility 
represents a distinct and additive function relative to existing listed 
products, which the Exchange believes will serve the interests of 
investors and provide an efficient mechanism for managing event-
specific, KPI-driven risk.
    The Exchange believes the proposed rule change will facilitate 
transactions in securities, remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general, protect investors and the public interest, because it will 
provide investors with a securities exchange-listed investment choice 
for these instruments, offering price transparency and the regulatory 
protections of a national securities exchange. The Exchange believes 
the proposed rule change will permit investors to manage their risk 
exposures and carry out their investment objectives on a securities 
exchange with more flexibility and broader applicability. The Exchange 
also believes the proposed rule change will promote competition, as it 
will meet demands of investors that currently may trade products 
structured in substantively the same manner as the proposed binary KPI 
options in other markets (as further discussed below). Binary KPI 
options would provide investors with a straightforward means of 
expressing a directional view on key financial and operating metrics. 
The Exchange further believes the proposed rule change is consistent 
with the protection of investors and the public interest, as binary KPI 
options would be subject to the Exchange's existing rules governing the 
listing and trading of options. The Exchange believes expanding the 
universe of binary options will benefit investors, particularly retail 
investors and other investors who prefer simplicity, as a complementary 
offering to current exchange-traded options.
    The proposed rule change will permit the Exchange to list binary 
KPI options on a national securities exchange as alternatives to 
products that are structured in substantially the same manner as binary 
options currently available in the OTC market and on other platforms. 
The Exchange understands investors have traded binary options similar 
to the proposed binary options in OTC markets for many years but may 
prefer to trade such options in a listed environment to receive the 
benefits of trading listing options. These benefits include: (1) 
enhanced efficiency in initiating and closing out positions; (2) 
increased market transparency; and (3) heightened contra-party 
creditworthiness. The Exchange believes the proposed rule change may 
encourage liquidity to shift from the OTC market onto the Exchange, 
which the Exchange believes would increase market transparency as well 
as enhance the process of price

[[Page 59233]]

discovery conducted on the Exchange through increased order flow. The 
proposed rule change is intended to provide a market for binary KPI 
options as a standardized product without the credit risk of an 
individual issuer. By providing a listed and standardized market for 
more classes of binary options, the Exchange seeks to attract investors 
who desire the simplicity of a binary option with the certainty and 
safeguards of a regulated and standardized marketplace. Additionally, 
unlike an OTC binary option, counter-party credit risk for Exchange-
listed binary KPI options is significantly reduced through the issuance 
and guarantee of the contracts by a registered clearing agency. 
Further, as an exchange-traded option, binary options will have the 
advantage of liquidity provided by Market-Makers, which the Exchange 
believes may lead to tighter spreads than those in the OTC market. The 
Exchange also believes that standardization will enable more interested 
parties to become market participants.
    In addition to the OTC market, various market platforms that are 
not registered as national securities exchanges currently offer 
products structured in substantively the same manner as binary options 
that the Exchange may list pursuant to current Rules and as proposed. 
These platforms offer binary option products overlying securities 
indexes, which may be settled at varying points of the day (not just at 
the open and close of the trading day). However, as these venues are 
not national securities exchanges, they do not offer investors the 
benefits of centralized liquidity, market transparency, or securities 
regulations intended to protect investors. The Exchange believes 
listing competitive products on a national securities exchange would 
create a centralized and standardized marketplace for these products, 
which promotes price discovery and transparency, within an established 
regulatory framework designed to afford investors in securities with 
important protections. In other words, the Exchange believes its 
proposal offers a more transparent platform than the OTC market or 
other market platforms offer. It would contribute to leveling the 
playing field with these alternative markets and provide investors with 
safeguards associated with Commission and SRO oversight of the trading 
activity in these exchange-listed binary KPI options.
    Ultimately, the Exchange believes the proposed rule change will 
provide investors with greater trading tools and opportunities and 
flexibility, resulting in investors having additional means to carry 
out their investment objectives and manage their risk exposures through 
products listed and traded on a national securities exchange. The 
Exchange believes the proposed rule change will offer market 
participants a simplified, transparent, and limited risk investment 
choice overlying securities and securities indexes, which may be more 
aligned with their specific timing needs and investment and hedging 
strategies and risk tolerances. The Exchange believes it benefits the 
investing public to continue to enhance its listed product offerings to 
respond to continuously changing needs of investors and to a 
continuously changing competitive environment.

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. The Exchange does not 
believe that the proposed rule change will impose any burden on 
intramarket competition that is not necessary or appropriate in 
furtherance of the purposes of the Act, because binary KPI options will 
be available to all market participants who wish to trade such options 
on the same terms and in the same manner (including with respect to the 
payout terms and amount). All market participants will be subject to 
the same rules applicable to binary KPI options, as described in this 
proposed rule change. Except as set forth in the proposed rule change, 
binary KPI options will trade in the same manner as other options, 
including binary index options, on the Exchange.
    The Exchange does not believe the proposed rule change will impose 
any burden on intermarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act, because other 
options exchanges may propose similar products. Additionally, as noted 
above, substantively similar products to binary KPI options, as 
proposed, are available in the OTC market and various other markets.
    The Exchange notes that it operates in a highly competitive market 
in which market participants can readily direct order flow to competing 
venues who offer similar products. The Exchange believes the proposed 
rule change will provide investors with a comparable alternative to the 
OTC market and other venues. The Exchange believes it may be a more 
attractive alternative to the OTC market and these other venues, as 
market participants will benefit from being able to trade these options 
in an exchange environment, which provides, among other things: (1) 
enhanced efficiency in initiating and closing out positions; (2) 
increased market transparency; and (3) heightened contra-party 
creditworthiness. As a result, the Exchange believes that the proposed 
rule change may relieve any burden on, or otherwise promote, 
competition, as it will allow the Exchange to offer a securities 
exchange-listed alternative to the products currently available in 
these other markets.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    A. by order approve or disapprove such proposed rule change, or
    B. institute proceedings to determine whether the proposed rule 
change should be 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#1d6f687178307e7270707873696e5d6e787e337a726b"><span class="__cf_email__" data-cfemail="5e2c2b323b733d3133333b302a2d1e2d3b3d70393128">[email&#160;protected]</span></a>. Please include 
file number SR-NYSEAMER-2026-82 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-NYSEAMER-2026-82. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your

[[Page 59234]]

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-NYSEAMER-2026-82 and 
should be submitted on or before October 9, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\47\
---------------------------------------------------------------------------

    \47\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-19132 Filed 9-17-26; 8:45 am]
BILLING CODE 8011-01-P


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Indexed from Federal Register on September 18, 2026.

This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.