Self-Regulatory Organizations; Miami International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt Rule 1328, Influencing or Rewarding Employees of Others

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<title>Federal Register, Volume 91 Issue 193 (Wednesday, October 7, 2026)</title>
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[Federal Register Volume 91, Number 193 (Wednesday, October 7, 2026)]
[Notices]
[Pages 64193-64194]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-20504]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106571; File No. SR-MIAX-2026-39]


Self-Regulatory Organizations; Miami International Securities 
Exchange, LLC; Notice of Filing and Immediate Effectiveness of a 
Proposed Rule Change To Adopt Rule 1328, Influencing or Rewarding 
Employees of Others

October 2, 2026.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice 
is hereby given that on September 28, 2026, Miami International 
Securities Exchange, LLC (``MIAX'' or ``Exchange'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change described in Items I, II, and III below, which Items have been 
prepared by the Exchange. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to adopt a new rule within Chapter 13, Doing 
Business with the Public, to conform to the rules of the Financial 
Industry Regulatory Authority, Inc. (``FINRA'') for purposes of an 
agreement between the Exchange and FINRA pursuant to Rule 17d-2 under 
the Act.
    The text of the proposed rule change is available on the Exchange's 
website at <a href="https://www.miaxglobal.com/markets/us-options/all-options-exchanges/rule-filings">https://www.miaxglobal.com/markets/us-options/all-options-exchanges/rule-filings</a> and at MIAX's principal office.

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

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

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

1. Purpose
    The Exchange proposes to adopt a new rule within Chapter 13, Doing 
Business with the Public,\3\ to conform to FINRA Rule 3220 for purposes 
of an agreement between the Exchange and FINRA pursuant to Rule 17d-2 
under the Act. The Exchange notes that this filing is based on a 
proposal recently submitted by FINRA, and approved by the Securities 
and Exchange Commission (the ``Commission''), to amend FINRA Rule 3220 
(Influencing or Rewarding Employees of Others).\4\
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    \3\ The Exchange notes that all the rules of Chapter XIII of the 
Exchange are incorporated by reference into the rulebooks of MIAX 
Emerald, LLC, MIAX Pearl, LLC and MIAX Sapphire, LLC.
    \4\ See Securities Exchange Act Release No. 104830 (February 12, 
2026), 91 FR 7570 (February 18, 2026) (SR-FINRA-2025-003) (Order 
Approving a Proposed Rule Change, as Modified by Amendment No. 1, To 
Amend FINRA Rule 3220 (Influencing or Rewarding Employees of 
Others)).
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    The Exchange proposes to adopt Rule 1328 to require compliance with 
FINRA Rule 3220. The proposed rule is intended to provide a limitation 
on gifts and thereby govern influencing or rewarding the employees of 
others, and requires compliance with FINRA Rule 3220.\5\ As proposed, 
Exchange Rule 1328 would state: ``Members or persons associated with 
Members shall comply with FINRA Rule 3220, Influencing or Rewarding 
Employees of Others, and any amendments thereto as if such rule is part 
of the Rules.''
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    \5\ Currently, all Exchange Members are also FINRA members. The 
term ``Member'' means an individual or organization approved to 
exercise the trading rights associated with a Trading Permit. 
Members are deemed ``members'' under the Exchange Act. See Exchange 
Rule 100.
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    Pursuant to Rule 17d-2 under the Act,\6\ the Exchange and FINRA 
entered into an agreement to allocate regulatory responsibility for 
common rules (the ``17d-2 Agreement''). The 17d-2 Agreement covers 
common members of the Exchange and FINRA and allocates to FINRA 
regulatory responsibility, with respect to common members, for the 
following: (i) examination of common members of the Exchange and FINRA 
for compliance with certain federal securities laws, rules and 
regulations and rules of the Exchange that the Exchange has certified 
as identical or substantially similar to FINRA rules; (ii) 
investigation of common members of the Exchange and FINRA for 
violations of certain federal securities laws, rules or regulations, or 
Exchange rules that the Exchange has certified as identical or 
substantially similar to a FINRA rule; and (iii) enforcement of 
compliance by common members with certain federal securities laws, 
rules and regulations, and the rules of the Exchange that the Exchange 
has certified as identical or substantially similar to FINRA rules.\7\
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    \6\ 17 CFR 240.17d-2.
    \7\ See Securities and Exchange Release No. 100623 (July 31, 
2024), 89 FR 64025 (August 6, 2024) (approving File No. 4-678).
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    The 17d-2 Agreement included a certification by the Exchange that 
states that the requirements contained in certain Exchange rules are 
identical to, or substantially similar to, certain FINRA rules that 
have been identified as comparable. To conform to comparable FINRA 
rules for purposes of the 17d-2 Agreement, the Exchange proposes to 
adopt text that requires compliance with FINRA Rule 3220 and to name 
the rule ``Influencing or Rewarding Employees of Others'' so that it 
may be incorporated into the 17d-2 Agreement in its entirety.
    The Exchange believes that the proposed rule will help to avoid 
confusion among Members of the Exchange that are also members of FINRA 
by conforming Rule 1328 with FINRA Rule 3220. The proposed adoption of 
Rule 1328 is designed to enable the Exchange to incorporate Rule 1328 
into the 17d-2 Agreement in its entirety, further reducing duplicative 
regulation of Members that are also members of FINRA. For the avoidance 
of doubt, Rule 1328 would equally apply to Exchange-only Members as the 
Exchange believes it appropriately protects against improprieties, such 
as conflicts of interest, that might arise when a Member or person 
associated with a Member gives items of value to an employee of another 
person, such as an institutional customer, vendor or counterparty with 
the hope of strengthening the relationship with the customer.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\8\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\9\ in particular, in that it is designed to promote 
just and equitable principles of trade, 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.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that adopting a rule requiring Members and 
persons associated with a Member to conform to FINRA Rule 3220 will 
help avoid

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confusion among Members of the Exchange who conduct business with the 
public that are also members of FINRA, resulting in greater uniformity, 
less burdensome and more efficient regulatory compliance, and will 
promote uniform standards across the securities industry. As such, the 
proposed rule would foster cooperation and coordination with persons 
engaged in facilitating transactions in securities and would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system in accordance with Section 6(b)(5) of the 
Act.\10\ The proposed rule is designed to enable the Exchange to 
incorporate Rule 1328 into the 17d-2 Agreement in its entirety, further 
reducing duplicative regulation of Members that are also members of 
FINRA.\11\ For the avoidance of doubt, Rule 1328 would equally apply to 
Exchange-only Members as the Exchange believes it appropriately 
protects against improprieties that might arise when substantial gifts 
or monetary payments are given to certain persons.
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    \10\ Id.
    \11\ See supra note 5.
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    The Exchanges believes that the proposed rule change would promote 
efficiency without reducing protection for investors in the public 
interest. The proposed change to adopt Rule 1328 to conform to FINRA 
Rule 3220 improves transparency, awareness and understanding of the 
rule requirements. The Exchange believes these proposed changes would 
also help facilitate compliance with Rule 1328.

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 proposed rule is not 
designed to address any competitive issues but rather to provide 
greater harmonization among Exchange and FINRA rules of similar 
purpose, resulting in less burdensome and more efficient regulatory 
compliance for Members and facilitating FINRA's performance of its 
regulatory functions under the 17d-2 Agreement. As such, the Exchange 
does not believe that the proposed rule change will impose any burden 
on competition not necessary or appropriate in furtherance of the 
purposes of the Act.

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

    Written comments were neither solicited nor received.

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

    Because the foregoing proposed rule change does not (i) 
significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days after the date of the filing, or such 
shorter time as the Commission may designate, it has become effective 
pursuant to Section 19(b)(3)(A)(iii) of the Act \12\ and subparagraph 
(f)(6) of Rule 19b-4 thereunder.\13\
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    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 17 CFR 240.19b-4(f)(6).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B) \14\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \14\ 15 U.S.C. 78s(B)(2)(B).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

    <bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#5220273e377f313d3f3f373c2621122137317c353d24"><span class="__cf_email__" data-cfemail="cdbfb8a1a8e0aea2a0a0a8a3b9be8dbea8aee3aaa2bb">[email&#160;protected]</span></a>. Please include 
file number SR-MIAX-2026-39 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-MIAX-2026-39. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the filing will be available for inspection and 
copying at the principal office of the Exchange. Do not include 
personal identifiable information in submissions; you should submit 
only information that you wish to make available publicly. We may 
redact in part or withhold entirely from publication submitted material 
that is obscene or subject to copyright protection. All submissions 
should refer to file number SR-MIAX-2026-39 and should be submitted on 
or before October 27, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-20504 Filed 10-6-26; 8:45 am]
BILLING CODE 8011-01-P


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