Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Annual Listing Fees Applicable to Exchange-Traded Products Listed on the Exchange, Which Are Set Forth in BZX Rule 14.13(b)(2)(E), To Eliminate the Annual Listing Fee Applicable to Legacy Listings

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<title>Federal Register, Volume 91 Issue 205 (Monday, October 26, 2026)</title>
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[Federal Register Volume 91, Number 205 (Monday, October 26, 2026)]
[Notices]
[Pages 67341-67343]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-21740]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106718; File No. SR-CboeBZX-2026-085]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend 
the Annual Listing Fees Applicable to Exchange-Traded Products Listed 
on the Exchange, Which Are Set Forth in BZX Rule 14.13(b)(2)(E), To 
Eliminate the Annual Listing Fee Applicable to Legacy Listings

October 21, 2026.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on October 8, 2026, Cboe BZX Exchange, Inc. (the ``Exchange'' or 
``BZX'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Cboe BZX Exchange, Inc. (``BZX'' or the ``Exchange'') is filing 
with the Securities and Exchange Commission (``Commission'' or ``SEC'') 
a proposed rule change to amend the annual listing fees applicable to 
exchange-traded products listed on the Exchange, which are set forth in 
BZX Rule 14.13(b)(2)(E), to eliminate the annual listing fee applicable 
to Legacy Listings. The text of the proposed rule change is provided in 
Exhibit 5.

[[Page 67342]]

    The text of the proposed rule change is also available on the 
Commission's website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>), the 
Exchange's website (<a href="https://www.cboe.com/us/equities/regulation/rule_filings/bzx/">https://www.cboe.com/us/equities/regulation/rule_filings/bzx/</a>), and at the principal office of the Exchange.

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

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

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

1. Purpose
    On August 30, 2011, the Exchange received approval of rules 
applicable to the qualification, listing and delisting of companies on 
the Exchange,\3\ which it modified on February 8, 2012 in order to 
adopt pricing for the listing of exchange-traded products (``ETPs'') 
\4\ on the Exchange.\5\ Effective January 1, 2019, the Exchange amended 
Rule 14.13 to adopt annual listing fees for ETPs, including a reduced 
annual listing fee of $4,000 for ETPs listed on the Exchange prior to 
January 1, 2019 (a ``Legacy Listing'').\6\ Rule 14.13(b)(2)(E) now sets 
forth the annual listing fee structure for ETPs, which distinguishes 
among ETPs based on, among other things, the date on which an ETP first 
listed on the Exchange. The Exchange proposes to amend Rule 
14.13(b)(2)(E) to eliminate the $4,000 annual listing fee currently 
applicable to Legacy Listings.
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    \3\ See Securities Exchange Act Release No. 65225 (August 30, 
2011), 76 FR 55148 (September 6, 2011) (SR-BATS-2011-018).
    \4\ As set forth in Rule 14.13(b)(1)(B)(v), the term ``ETP'' 
includes all securities set forth in Rule 14.11.
    \5\ See Securities Exchange Act Release No. 66422 (February 17, 
2012), 77 FR 11179 (February 24, 2012) (SR-BATS-2012-010).
    \6\ See Securities Exchange Act Release No. 83597 (July 5, 
2018), 83 FR 32164 (July 11, 2018) (SR-CboeBZX-2018-046).
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    Currently, Rule 14.13(b)(2)(E) provides that the issuer of each 
class of securities (not otherwise identified in Rule 14.13) that is a 
domestic or foreign issue listed on the Exchange as an ETP shall pay an 
annual listing fee to the Exchange, and that an issuer will be charged 
the lowest applicable fee among the categories set forth in Rule 
14.13(b)(2)(E)(i) through (vi). Rule 14.13(b)(2)(E)(i) currently 
provides: ``[w]here an ETP was listed on the Exchange prior to January 
1, 2019 (a ``Legacy Listing'') or is a Transfer Listing, such ETP will 
have an annual listing fee of $4,000.'' Rule 14.13(b)(2)(E) also 
provides for an annual listing fee of $4,500 for a New Listing; a 
collective maximum annual listing fee of $16,000 for a series of 
Outcome Strategy ETPs or a series of Defined Distribution Strategy 
ETPs; and an annual listing fee of $9,000 for an ADR Hedge.\7\ Under 
Rule 14.13(b)(2)(E)(vi), an ETP that is not a Legacy Listing, a New 
Listing, an Outcome Strategy ETP, a Defined Distribution Strategy ETP, 
an ADR Hedge, or a Transfer Listing is subject to an annual listing fee 
based on the consolidated average daily volume (``CADV'') of the ETP in 
the fourth quarter of the preceding calendar year, ranging from $5,000 
for an ETP with CADV greater than 1,000,000 shares to $7,000 for an ETP 
with CADV of 0-10,000 shares.
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    \7\ See Rule 14.13(b)(2)(E)(ii)-(v).
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    The Exchange proposes to delete the Legacy Listing category from 
Rule 14.13(b)(2)(E)(i), such that the $4,000 annual listing fee would 
apply only to Transfer Listings. The Exchange also proposes to make a 
conforming change to Rule 14.13(b)(2)(E)(vi) to delete the reference to 
a Legacy Listing. As a result, an ETP listed on the Exchange prior to 
January 1, 2019 would no longer qualify for the $4,000 annual listing 
fee by virtue of its initial listing date, and would instead be charged 
the lowest applicable annual listing fee for which it otherwise 
qualifies under Rule 14.13(b)(2)(E), including the CADV-based fees set 
forth in Rule 14.13(b)(2)(E)(vi). The proposed rule change does not 
amend the annual listing fees applicable to Transfer Listings, New 
Listings, Outcome Strategy ETPs, Defined Distribution Strategy ETPs, or 
ADR Hedges, or the CADV-based fees set forth in Rule 
14.13(b)(2)(E)(vi).
    The Legacy Listing category was designed to preserve a reduced 
annual listing fee for ETPs that were already listed on the Exchange 
when the Exchange adopted its current annual listing fee structure. 
More than seven years have passed since January 1, 2019, and the 
Exchange believes that it is no longer appropriate to differentiate the 
annual listing fee applicable to an ETP based solely on whether the ETP 
first listed on the Exchange before or after that date. Rather, the 
Exchange believes that all ETPs listed on the Exchange should be 
subject to the same objective criteria in determining the applicable 
annual listing fee, namely the characteristics of the product and its 
trading activity, as reflected in Rule 14.13(b)(2)(E)(ii) through (vi). 
Transfer Listings would continue to be eligible for the $4,000 annual 
listing fee, as the Exchange continues to believe that such fee is an 
appropriate incentive for issuers to transfer the listing of existing 
ETPs to the Exchange.
    The Exchange will implement the proposed change beginning with the 
annual listing fees assessed for calendar year 2027. Unless otherwise 
specified, the Exchange assesses all annual fees set forth in Rule 
14.13(b)(2) upon initial listing and in the first quarter of the 
calendar year.\8\ Accordingly, the proposed change will not affect any 
annual listing fee already assessed for calendar year 2026, and 
affected issuers will have notice of the proposed change in advance of 
the assessment of annual listing fees for calendar year 2027.
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    \8\ See Rule 14.13(b)(2)(K).
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2. Statutory Basis
    The Exchange believes that the proposed rule changes are consistent 
with the objectives of Section 6 of the Act,\9\ in general, and 
furthers the objectives of Section 6(b)(4) and 6(b)(5),\10\ in 
particular, as it is designed to provide for the equitable allocation 
of reasonable dues, fees and other charges among its issuers, and it 
does not unfairly discriminate between customers, issuers, brokers or 
dealers.
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    \9\ 15 U.S.C. 78f.
    \10\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that the proposed elimination of the Legacy 
Listing category from Rule 14.13(b)(2)(E) is reasonable because it will 
subject all ETPs listed on the Exchange to the same objective criteria 
for determining the applicable annual listing fee, based on the 
characteristics of the product and its trading activity, rather than on 
the date on which the ETP first listed on the Exchange. The Exchange 
believes that a distinction based solely on whether an ETP listed on 
the Exchange prior to January 1, 2019 is no longer warranted given the 
passage of time since the Exchange adopted its current annual listing 
fee structure. Further, the annual listing fees that will apply to 
former Legacy Listings are the same fees that currently apply to all 
other ETPs listed on the Exchange that are not Transfer

[[Page 67343]]

Listings, which the Exchange believes remain reasonable.
    The Exchange believes that the proposed rule change is equitable 
and not unfairly discriminatory because it will apply uniformly to all 
issuers of ETPs listed on the Exchange. Upon implementation, each ETP 
listed on the Exchange, regardless of its initial listing date, will be 
charged the lowest applicable annual listing fee for which it qualifies 
under Rule 14.13(b)(2)(E). The Exchange believes that continuing to 
provide the $4,000 annual listing fee to Transfer Listings is equitable 
and not unfairly discriminatory because the Transfer Listing fee is 
available to any issuer that transfers the listing of an ETP from 
another national securities exchange to the Exchange, and is designed 
to attract additional listings to the Exchange, which the Exchange 
believes will enhance competition among listing venues.
    Furthermore, the marketplace for listings is extremely competitive 
and there are several other national securities exchanges that offer 
ETP listings. Transfers between listing venues occur frequently for 
numerous reasons, including listing fees. Issuers of ETPs, including 
issuers of ETPs that are currently Legacy Listings, may transfer their 
listings to another venue if they deem the Exchange's listing fees 
excessive. The proposed rule change reflects a competitive pricing 
structure, which the Exchange believes will enhance competition both 
among ETP issuers and listing venues, to the benefit of investors.
    Based on the foregoing, the Exchange believes that the proposed 
rule changes are consistent with the Act.

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 not necessary or appropriate in 
furtherance of the purposes of the Act. The Exchange does not believe 
that the proposed rule change will burden intramarket competition 
because the annual listing fees set forth in Rule 14.13(b)(2)(E), as 
amended, will apply uniformly to all issuers of ETPs listed on the 
Exchange, without regard to the date on which an ETP first listed on 
the Exchange. The Exchange does not believe that the proposed rule 
change will burden intermarket competition because the market for ETP 
listings is highly competitive, and issuers may transfer the listing of 
an ETP to another national securities exchange if they deem the 
Exchange's listing fees excessive. The proposed rule change is a 
competitive pricing decision that reflects the Exchange's determination 
to apply consistent, objective criteria to all ETPs listed on the 
Exchange.

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

    The Exchange neither solicited nor received comments on the 
proposed rule change.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \11\ and paragraph (f) of Rule 19b-4 \12\ 
thereunder. At any time within 60 days of the filing of the proposed 
rule change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission will institute proceedings to 
determine whether the proposed rule change should be approved or 
disapproved.
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments

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

Electronic Comments

    <bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#9ae8eff6ffb7f9f5f7f7fff4eee9dae9fff9b4fdf5ec"><span class="__cf_email__" data-cfemail="d1a3a4bdb4fcb2bebcbcb4bfa5a291a2b4b2ffb6bea7">[email&#160;protected]</span></a>. Please include 
file number SR-CboeBZX-2026-085 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-CboeBZX-2026-085. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the filing will be available for inspection and 
copying at the principal office of the Exchange. Do not include 
personal identifiable information in submissions; you should submit 
only information that you wish to make available publicly. We may 
redact in part or withhold entirely from publication submitted material 
that is obscene or subject to copyright protection. All submissions 
should refer to file number SR-CboeBZX-2026-085 and should be submitted 
on or before November 16, 2026.
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    \13\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-21740 Filed 10-23-26; 8:45 am]
BILLING CODE 8011-01-P


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