SEC公告Cboe BZX拟在权益费率表中新增Step-Up Tier 1返佣层级，交易所自认预计无会员能达标，属常规SRO费率备案

8011-01-P
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-106640; File No. SR-CboeBZX-2026-084]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate
Effectiveness of a Proposed Rule Change to Amend its Fee Schedule by Introducing StepUp Tier 1
October 8, 2026.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),1 and Rule
19b-4 thereunder,2 notice is hereby given that on October 1, 2026, Cboe BZX Exchange, Inc.
(“Exchange” or “BZX”) filed with the Securities and Exchange Commission (“Commission”) the
proposed rule change as described in Items I, II, and III below, which Items have been prepared by
the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule
change from interested persons.
I.

Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule
Change
Cboe BZX Exchange, Inc. (the “Exchange” or “BZX”) proposes to amend its Fee

Schedule by introducing Step-Up Tier 1 under footnote 2 of its Fee Schedule. The text of the
proposed rule change is provided in Exhibit 5.
The text of the proposed rule change is also available on the Commission’s website
(https://www.sec.gov/rules/sro.shtml), the Exchange’s website
(https://www.cboe.com/us/equities/regulation/rule_filings/bzx/), and at the principal office of the
Exchange.

15 U.S.C. 78s(b)(1).

17 CFR 240.19b-4.

II.

Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission, the Exchange included statements concerning the

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

Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
1.

Purpose

The Exchange proposes to amend its Fee Schedule applicable to its equities trading
platform (“BZX Equities”) by introducing Step-Up Tier 1 under footnote 2 of its Fee Schedule.
The Exchange proposes to implement these changes effective on October 1, 2026.
The Exchange first notes that it operates in a highly competitive market in which market
participants can readily direct order flow to competing venues if they deem fee levels at a
particular venue to be excessive or incentives to be insufficient. More specifically, the Exchange
is only one of 17 registered equities exchanges, as well as a number of alternative trading
systems and other off-exchange venues that do not have similar self-regulatory responsibilities
under the Securities Exchange Act of 1934 (the “Act”), to which market participants may direct
their order flow. Based on publicly available information,3 no single registered equities exchange
has more than 15% of the market share. Thus, in such a low-concentrated and highly competitive
market, no single equities exchange possesses significant pricing power in the execution of order
flow.
The Exchange in particular operates a “Maker-Taker” model whereby it pays rebates to
members that add liquidity and assesses fees to those that remove liquidity. The Exchange’s Fee

See Cboe Global Markets, U.S. Equities Market Volume Summary, Month-to-Date (September 24, 2026),
available at Cboe U.S. Equities Market Statistics Cboe.

Schedule sets forth the standard rebates and rates applied per share for orders that provide and
remove liquidity, respectively. Currently, for orders in securities priced at or above $1.00, the
Exchange provides a standard rebate of $0.00160 per share for orders that add liquidity and
assesses a fee of $0.0030 per share for orders that remove liquidity.4 For orders in securities
priced below $1.00, the Exchange does not provide a rebate for orders that add liquidity and
assesses a fee of 0.30% of the total dollar value for orders that remove liquidity.5 Additionally, in
response to the competitive environment, the Exchange also offers tiered pricing which provides
Members opportunities to qualify for higher rebates or reduced fees where certain volume
criteria and thresholds are met. Tiered pricing provides an incremental incentive for Members to
strive for higher tier levels, which provides increasingly higher benefits or discounts for
satisfying increasingly more stringent criteria.
Step-Up Tiers
Footnote 2 of the Fee Schedule is currently designated as “Reserved.” The Exchange now
proposes to designate footnote 2 of the Fee Schedule as “Step-Up Tiers,” where the Exchange
would offer various Step-Up Tiers that provide enhanced rebates for orders yielding fee codes
B,6 V,7 and Y8 where a Member reaches certain add volume-based criteria, including “growing”
its volume over a certain baseline month. The Exchange also proposes to introduce Step-Up Tier
1. The proposed criteria of proposed Step-Up Tier 1 is as follows:
•

Proposed Step-Up Tier 1 will provide a rebate of $0.0028 per share to qualifying
orders where: (1) Member has a Step-Up Add TCV9 from September 2026 ≥

See BZX Equities Fee Schedule, Standard Rates.

Id.

Fee code B is appended to displayed orders that add liquidity to BZX in Tape B securities.

Fee code V is appended to displayed orders that add liquidity to BZX in Tape A securities.

Fee code Y is appended to displayed orders that add liquidity to BZX in Tape C securities.

As proposed, “Step-Up Add TCV” means ADAV as a percentage of TCV in the relevant baseline month
subtracted from the prior month’s ADAV as a percentage of TCV.

0.08% or Member has an Ex-Subdollar Step-Up Add Ex-Subdollar TCV10 from
September 2026 ≥ 0.08%; and (2) Member has a CMC ADV of 300,000 that yield
fee code MC.11
For purposes of the proposed Step-Up Tier 1, “CMC ADV” means ADV in Cboe Market
Close (“CMC”) orders.12 In addition, the Exchange proposes to add the definition of “Step-Up
Add TCV”13 and “Ex-Subdollar Step-Up Add Ex-Subdollar TCV”14 to the Definitions section of
the Fee Schedule. The Exchange also proposes to revise the Fee Codes and Associated Fees table
on the Fee Schedule to include footnote 2 on fee codes B, V, and Y. The Exchange also notes
that proposed Step-Up Tier 1 will expire no later than February 28, 2027, which the Exchange
will indicate on the Exchange’s Fee Schedule.
The proposed Step-Up Tier 1, like other Add Volume Tiers,15 is intended to provide an
additional opportunity to incentivize Members to earn an enhanced rebate by increasing their
order flow to the Exchange, which further contributes to a deeper, more liquid market and
provides even more execution opportunities for active market participants. Incentivizing an
increase in liquidity adding volume through enhanced rebate opportunities encourages liquidityadding Members on the Exchange to increase transactions and take execution opportunities
provided by such increased liquidity, together providing for overall enhanced price discovery
and price improvement opportunities on the Exchange. As such, increased overall order flow
benefits all Members by contributing towards a robust and well-balanced market ecosystem.

As proposed, “Ex-Subdollar Step-Up Add Ex-Subdollar TCV” means Ex-Subdollar ADAV as a percentage
of Ex-Subdollar TCV in the relevant baseline month subtracted from the prior month’s Ex-Subdollar
ADAV as a percentage of Ex-Subdollar TCV.

Fee code MC is appended to Cboe Market Close orders.

Cboe Market Close is a closing match process for non-BZX-listed securities that allows a Member to
submit Market-on-Close (“MOC”) orders to BZX ahead of certain CMC matching sessions where these
orders will be matched with other MOC orders participating in CMC and eligible to execute at the official
closing price as published by the primary listing market. See Rule 11.28.

Supra note 9.

Supra note 10.

See BZX Equities Fee Schedule, Footnote 1, Add/Remove Volume Tiers.

2.

Statutory Basis

The Exchange believes the proposed rule change is consistent with the Act and the rules
and regulations thereunder applicable to the Exchange and, in particular, the requirements of
Section 6(b) of the Act.5 Specifically, the Exchange believes the proposed rule change is
consistent with the Section 6(b)(5)6 requirements that the rules of an exchange be designed to
prevent fraudulent and manipulative acts and practices, to promote just and equitable principles
of trade, to foster cooperation and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and facilitating transactions in securities, to
remove impediments to and perfect the mechanism of a free and open market and a national
market system, and, in general, to protect investors and the public interest. Additionally, the
Exchange believes the proposed rule change is consistent with the Section 6(b)(5)7 requirement
that the rules of an exchange not be designed to permit unfair discrimination between customers,
issuers, brokers, or dealers as well as Section 6(b)(4)8 as it is designed to provide for the
equitable allocation of reasonable dues, fees and other charges among its Members and other
persons using its facilities.
As described above, the Exchange operates in a highly competitive market in which
market participants can readily direct order flow to competing venues if they deem fee levels at a
particular venue to be excessive or incentives to be insufficient. The Exchange believes that its
proposal to create Step-Up Tier 1 reflects a competitive pricing structure designed to incentivize
market participants to direct their order flow to the Exchange, which the Exchange believes
would enhance market quality to the benefit of all Members. Specifically, the Exchange’s
proposal to introduce Step-Up Tier 1 is not a significant departure from existing criteria, is
reasonably correlated to the enhanced rebate offered by the Exchange and other competing
exchanges,16 and will continue to incentivize Members to submit order flow to the Exchange.

See NYSE Arca Marketplace Fees, Tier Rates – Round Lots and Odd Lots (Per Share Price $1.00 or
Above), Step-Up Tiers, available at https://www.nyse.com/publicdocs/nyse/markets/nysearca/NYSE_Arca_Marketplace_Fees.pdf;

Additionally, the Exchange notes that relative volume-based incentives and discounts have been
widely adopted by exchanges,17 including the Exchange,18 and are reasonable, equitable and nondiscriminatory because they are open to all Members on an equal basis and provide additional
benefits or discounts that are reasonably related to (i) the value to an exchange’s market quality
and (ii) associated higher levels of market activity, such as higher levels of liquidity provision
and/or growth patterns.
In particular, the Exchange believes its proposed Step-Up Tier 1 is reasonable because
the proposed tier will be available to all Members and provides all Members with an opportunity
to receive an enhanced rebate. The Exchange further believes its proposed Step-Up Tier 1 will
provide a reasonable means to encourage liquidity adding displayed orders in Members’ order
flow to the Exchange and to incentivize Members to continue to provide liquidity adding volume
to the Exchange as well as encourage Members to participate in CMC by offering them an
opportunity to receive an enhanced rebate on qualifying orders. An overall increase in activity
would deepen the Exchange’s liquidity pool, offer additional cost savings, support the quality of
price discovery, promote market transparency and improve market quality, for all investors.
The Exchange believes that its proposed Step-Up Tier 1 is reasonable as the proposed
criteria does not represent a significant departure from the criteria currently offered in the Fee
Schedule. The Exchange also believes that the proposal represents an equitable allocation of fees
and rebates and is not unfairly discriminatory because all Members will be eligible for the
proposed Step-Up Tier 1 and have the opportunity to meet the tier’s criteria and receive the
corresponding enhanced rebate if such criteria is met. While the Exchange has no way of
predicting with certainty how the proposed changes will impact Member activity, based on the
prior month’s volume, the Exchange does not anticipate that any Member will be able to satisfy
the proposed Step-Up Tier 1. The Exchange also notes that proposed changes will not adversely

See e.g., EDGX Equities Fee Schedule, Footnote 1, Add/Remove Volume Tiers.

See e.g., BZX Equities Fee Schedule, Footnote 1, Add/Remove Volume Tiers.

impact any Member’s ability to qualify for enhanced rebates offered under other tiers. Should a
Member not meet the proposed new criteria, the Member will merely not receive that
corresponding enhanced rebate.
B.

Self-Regulatory Organization’s Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will impose any burden on
competition that is not necessary or appropriate in furtherance of the purposes of the Act. Rather,
as discussed above, the Exchange believes that the proposed change would encourage the
submission of additional order flow to a public exchange, thereby promoting market depth,
execution incentives and enhanced execution opportunities, as well as price discovery and
transparency for all Members. As a result, the Exchange believes that the proposed changes
further the Commission’s goal in adopting Regulation NMS of fostering competition among
orders, which promotes “more efficient pricing of individual stocks for all types of orders, large
and small.”
The Exchange believes the proposed rule changes do not impose any burden on
intramarket competition that is not necessary or appropriate in furtherance of the purposes of the
Act. Particularly, the proposed creation of Step-Up Tier 1 does not impose an unnecessary
burden as all Members are eligible to receive the enhanced rebate under the proposed tier. The
Exchange does not believe the proposed changes burden competition, but rather, enhances
competition as it is intended to increase the competitiveness of BZX by introducing a new
pricing incentive in order to attract order flow and incentivize participants to increase their
participation on the Exchange, providing for additional execution opportunities for market
participants and improved price transparency. Greater overall order flow, trading opportunities,
and pricing transparency benefits all market participants on the Exchange by enhancing market
quality and continuing to encourage Members to send orders, thereby contributing towards a
robust and well-balanced market ecosystem.

Next, the Exchange believes the proposed rule changes do not impose any burden on
intermarket competition that is not necessary or appropriate in furtherance of the purposes of the
Act. The Exchange operates in a highly competitive market. Members have numerous alternative
venues that they may participate on and direct their order flow, including other equities
exchanges, off-exchange venues, and alternative trading systems. Additionally, the Exchange
represents a small percentage of the overall market. Based on publicly available information, no
single equities exchange has more than 14% of the market share.19 Therefore, no exchange
possesses significant pricing power in the execution of order flow. Indeed, participants can
readily choose to send their orders to other exchange and off-exchange venues if they deem fee
levels at those other venues to be more favorable. Moreover, the Commission has repeatedly
expressed its preference for competition over regulatory intervention in determining prices,
products, and services in the securities markets. Specifically, in Regulation NMS, the
Commission highlighted the importance of market forces in determining prices and SRO
revenues and, also, recognized that current regulation of the market system “has been remarkably
successful in promoting market competition in its broader forms that are most important to
investors and listed companies.”20 The fact that this market is competitive has also long been
recognized by the courts. In NetCoalition v. Securities and Exchange Commission, the D.C.
Circuit stated as follows: “[n]o one disputes that competition for order flow is ‘fierce.’ … As the
SEC explained, ‘[i]n the U.S. national market system, buyers and sellers of securities, and the
broker-dealers that act as their order-routing agents, have a wide range of choices of where to
route orders for execution’; [and] ‘no exchange can afford to take its market share percentages
for granted’ because ‘no exchange possesses a monopoly, regulatory or otherwise, in the
execution of order flow from broker dealers’….”.21 Accordingly, the Exchange does not believe

Supra note 3.

See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005).

NetCoalition v. SEC, 615 F.3d 525, 539 (D.C. Cir. 2010) (quoting Securities Exchange Act Release No.
59039 (December 2, 2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-21)).

its proposed fee change imposes any burden on competition that is 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

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

Act22 and paragraph (f) of Rule 19b-423 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.
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:
•

Use the Commission’s internet comment form
(https://www.sec.gov/rules/sro.shtml); or

•

Send an email to rule-comments@sec.gov. Please include file number
SR-CboeBZX-2026-084 on the subject line.

15 U.S.C. 78s(b)(3)(A).

17 CFR 240.19b-4(f).

Paper Comments:
•

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-2026-084. 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 (https://www.sec.gov/rules/sro.shtml).
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-2026-084 and should be submitted on
or before [INSERT DATE 21 DAYS AFTER DATE OF PUBLICATION IN THE FEDERAL
REGISTER].
For the Commission, by the Division of Trading and Markets, pursuant to delegated
authority.24

Sherry R. Haywood,
Assistant Secretary.

[FR Doc. 2026-20924 Filed: 10/13/2026 8:45 am; Publication Date: 10/14/2026]

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