SEC 公告 Cboe BYX 交易所修改 Rule 14.1：取消 UTP 衍生证券重复信息通函要求，属程序性自律规则备案

8011-01-P
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-106646; File No. SR-CboeBYX-2026-038]
Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change to Amend Rule 14.1 Regarding
Information Circular Requirements
October 13, 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 September 30, 2026, Cboe BYX Exchange, Inc.
(“Exchange”) filed with the Securities and Exchange Commission (“Commission”) the 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.
I.

Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed
Rule Change
Cboe BYX Exchange, Inc. (“BYX” or the “Exchange”) is filing with the Securities and

Exchange Commission (“Commission” or “SEC”) a proposed rule change to: (1) amend Rule
14.1(a) to add express cross-references to Rules 3.7 and 3.21; (2) delete current Rule 14.1(c)(1)
in its entirety, thereby removing the requirement that the Exchange distribute an information
circular to Members prior to the commencement of trading in each UTP Derivative Security3 that
generally includes the same information as contained in the information circular approved by the
listing exchange; (3) amend current Rule 14.1(c)(2)(B) to require that the written description
referenced therein be provided in a form approved by the listing exchange or prepared by the
open-ended management company issuing such securities; (4) renumber current Rules 14.1(c)(2)

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

17 CFR 240.19b-4.

See Exchange Rule 1.5(ee).

through (5) as Rules 14.1(c)(1) through (4), respectively; and (5) make a conforming amendment
to Interpretations and Policies .01 to update the cross-reference from Rule 14.1(c)(3) to Rule
14.1(c)(2). 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/byx/), 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

The Exchange proposes to: (1) amend Rule 14.1(a) to add express cross-references to
Rules 3.7 and 3.21; (2) eliminate the requirement that the Exchange distribute an information
circular to Members prior to the commencement of trading in each UTP Derivative Security that
generally includes the same information as contained in the information circular provided by the
listing exchange as provided in current Rule 14.1(c)(1) by deleting Rule 14.1(c)(1) in its entirety;
(3) amend current Rule 14.1(c)(2)(B) to require that the written description referenced therein be
provided in a form approved by the listing exchange or prepared by the open-ended management
company issuing such securities;4 (4) renumber current Rules 14.1(c)(2) through (5) as Rules

As further described below, the Exchange will notify Members of the written description requirement under
Rule 14.1(c)(2)(B) by means of an information circular. Such written description will only be required
when required by the listing exchange.

14.1(c)(1) through (4), respectively; and (5) make a conforming amendment to Interpretations
and Policies .01 to update the cross-reference from Rule 14.1(c)(3) to Rule 14.1(c)(2). The
proposal is based on Cboe BZX Exchange, Inc. (“BZX”) Rule 14.11(j).5
Rule 14.1(c) governs the trading of UTP Derivative Securities on the Exchange -- securities
listed on another national securities exchange that trade on the Exchange pursuant to unlisted
trading privileges (“UTP”). Under current Rule 14.1(c)(1), the Exchange must distribute an
information circular prior to the commencement of trading in each UTP Derivative Security that
generally mirrors the information circular issued by the primary listing exchange, including: (a) the
special risks of trading the Derivative Security; (b) the Exchange Rules that will apply to the
Derivative Security, including Rule 3.7; (c) information about the dissemination of the value of the
underlying assets or indexes; and (d) the risk of trading during the Early Trading Session (7:00 a.m.
– 8:00 a.m. Eastern Time), Pre-Opening Session (8:00 a.m. – 9:30 a.m. Eastern Time) and the After
Hours Trading Session (4:00 p.m. – 8:00 p.m. Eastern Time) due to the lack of calculation or
dissemination of the intra-day indicative value or a similar value. The Exchange proposes to delete
Rule 14.1(c)(1) in its entirety.
The information circular requirement is unnecessary because the primary listing exchange’s
information circular already provides Members with the same disclosures the Exchange would
otherwise be required to produce. Members have access to the primary listing exchange’s
information circular prior to the commencement of UTP trading and may rely upon it for the same
purposes.6 The Exchange’s issuance of a separate, duplicative circular therefore serves no
independent investor protection function. The existing Member-level suitability and customer
disclosure obligations under Rules 3.7 and 3.21 continue to apply independently of the information
circular requirement.

See Securities Exchange Act Release No. 105715 (June 17, 2026) 91 FR 37477 (June 23, 2026) (SRCboeBZX-2026-054).

Such information circulars are generally available on the primary listing market’s website.

The Exchange also proposes to amend Rule 14.1(a) to add express cross-references to Rule
3.7 (Recommendations to Customers) and Rule 3.21 (Customer Disclosures). The Exchange is
adding express cross-references to those rules in Rule 14.1(a) to enhance their visibility in the
context of UTP Derivative Securities. These rules already apply to Members by operation of the
Exchange’s rulebook. The cross-references are intended to make the applicable framework explicit
in the context of UTP Derivative Securities. Rule 3.7 independently requires Members to ensure
that any recommendation of a UTP Derivative Security is suitable for the customer based on the
customer’s investment profile, a standing obligation that applies regardless of whether the Exchange
has issued a product-specific information circular. Similarly, Rule 3.21 independently requires
Members to provide customers with a written disclosure of the risks of trading outside of Regular
Trading Hours before accepting any order for execution during such sessions, a standing obligation
not contingent on the Exchange’s issuance of a product-specific information circular.
Because current Rule 14.1(c)(1) has historically served as the mechanism through which the
Exchange satisfies the notification obligation under current Rule 14.1(c)(2)(B), deletion of Rule
14.1(c)(1) necessitates a conforming amendment to current Rule 14.1(c)(2)(B). The Exchange
proposes to amend current Rule 14.1(c)(2)(B) to require that the written description referenced
therein be provided in a form approved by the listing exchange or prepared by the open-ended
management company issuing such securities. The Exchange will notify Members by information
circular that such written description will only be required when mandated by the listing exchange.
This amendment is consistent with the broader purpose of the proposed rule change: where the
listing exchange’s information circular already provides Members with the information necessary to
assess a UTP Derivative Security, a duplicative written description obligation serves no independent
investor protection function. Members may rely on the listing exchange’s information circular in the
same manner and to the same effect.
Finally, the Exchange proposes to renumber current Rules 14.1(c)(2) through (5) as Rules
14.1(c)(1) through (4), respectively, and to make a conforming amendment to Interpretations and

Policies .01 to update the cross-reference from Rule 14.1(c)(3) to Rule 14.1(c)(2).
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.7 Specifically, the Exchange believes the proposed rule change is
consistent with the Section 6(b)(5)8 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)9 requirement
that the rules of an exchange not be designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
The Exchange believes the proposed deletion of current Rule 14.1(c)(1) is consistent with
the Act because the primary listing exchange’s information circular already provides Members
with the same disclosures that the Exchange’s information circular would contain. The investor
protection functions historically served by the information circular requirement are
independently addressed through the primary listing exchange’s information circular and the
Member-level obligations imposed by Rules 3.7 and 3.21, to which the Exchange proposes to
add express cross-references in Rule 14.1(a). The proposed amendment to current Rule
14.1(c)(2)(B) ensures that where a written description is required, it is provided in a form
approved by the listing exchange or prepared by the open-ended management company issuing

15 U.S.C. 78f(b).

15 U.S.C. 78f(b)(5).

Id.

such securities, thereby aligning the Exchange's requirements with those of the primary listing
market. The Exchange will further notify Members by information circular that such written
description will only be required when mandated by the listing exchange, ensuring that no
duplicative obligation is imposed where the listing exchange has not determined one to be
warranted. The renumbering of current Rules 14.1(c)(2) through (5) as Rules 14.1(c)(1) through
(4), and the conforming amendment to Interpretations and Policies .01 updating the crossreference from Rule 14.1(c)(3) to Rule 14.1(c)(2), are ministerial. Additionally, as discussed
above, the proposal does not raise any novel issues not previously considered by the
Commission. For these reasons, the Exchange believes the proposed rule change is 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 that is not necessary or appropriate in furtherance of the purposes of the Act. The
proposed rule change: (1) adds express cross-references to Rules 3.7 and 3.21 in Rule 14.1(a),
which does not impose any new obligations on Members; (2) eliminates duplicative procedural
obligations applicable to the Exchange in its capacity as a UTP trading venue by deleting current
Rule 14.1(c)(1); (3) aligns the written description obligation under current Rule 14.1(c)(2)(B)
with the primary listing market’s requirements; (4) renumbers current Rules 14.1(c)(2) through
(5) as Rules 14.1(c)(1) through (4); and (5) makes a conforming amendment to Interpretations
and Policies .01 to update the cross-reference from Rule 14.1(c)(3) to Rule 14.1(c)(2), which is
ministerial. The proposed rule change does not alter the terms or conditions under which UTP
Derivative Securities may be traded on the Exchange, impose any new requirements on
Members, or affect the ability of any market participant to access the Exchange’s markets.
Members will continue to have access to the primary listing exchange's information circular prior
to the commencement of UTP trading and may rely upon it for the same purposes as the
Exchange's information circular. The proposed amendment to current Rule 14.1(c)(2)(B) aligns

the written description obligation with the primary listing market’s requirements and does not
impose any burden on Members beyond what the primary listing market itself requires.
Accordingly, the Exchange does not believe the proposed rule change imposes 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

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 Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A) of the

Act10 and Rule 19b-4(f)(6)11 thereunder. 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; or (iii) become operative for 30 days from the date on which it was filed,
or such shorter time as the Commission may designate, it has become effective pursuant to
Section 19(b)(3)(A) of the Act12 and Rule 19b-4(f)(6)13 thereunder.
A proposed rule change filed under Rule 19b-4(f)(6)14 normally does not become
operative prior to 30 days after the date of the filing. However, pursuant to Rule
19b4(f)(6)(iii),15 the Commission may designate a shorter time if such action is consistent with
the protection of investors and the public interest. The Exchange has asked the Commission to
waive the 30-day operative delay so that the proposed rule change may become operative
immediately upon filing. The Exchange states that the proposed rule change eliminates
duplicative procedural obligations applicable to the Exchange in its capacity as a UTP trading

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

17 CFR 240.19b-4(f)(6).

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

17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) requires the Exchange to give the Commission
written notice of its intent to file the proposed rule change, along with a brief description and text of the
proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or
such shorter time as designated by the Commission. The Exchange has satisfied this requirement.

17 CFR 240.19b-4(f)(6).

17 CFR 240.19b-4(f)(6)(iii).

venue because the primary listing exchange’s information circular already provides Members with
the same disclosures the Exchange would otherwise be required to produce.16 The Exchange also
notes that the proposed rule change does not alter the terms or conditions under which UTP
Derivative Securities may be traded on the Exchange. For these reasons, the Commission finds
that waiver of the 30-day operative delay is consistent with the protection of investors and the
public interest. Therefore, the Commission hereby waives the 30-day operative delay and
designates the proposed rule change to be operative upon filing.17
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.
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 SRCboeBYX-2026-038 on the subject line.

Paper Comments:
•

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

The Exchange represents that such information circulars are generally available on the primary listing
market’s website. See supra note 6.

For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed
rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f).

All submissions should refer to file number SR-CboeBYX-2026-038. 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-CboeBYX-2026-038 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.18
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-21126 Filed: 10/15/2026 8:45 am; Publication Date: 10/16/2026]

17 CFR 200.30-3(a)(12) and (59).