Self-Regulatory Organizations; Investors Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Exchange's Fee Schedule Concerning Transaction Pricing

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-103969; File No. SR-IEX-2025-24]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; Investors Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Exchange's Fee Schedule Concerning Transaction Pricing</SUBJECT> <DATE>September 15, 2025.</DATE> Pursuant to Section 19(b)(1)  <SU>1</SU> <FTREF/> of the Securities Exchange Act of 1934 (the “Act”)  <SU>2</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>3</SU> <FTREF/> notice is hereby given that, on September 10, 2025, the Investors Exchange LLC (“IEX” or the “Exchange”) 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 self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. <FTNT> <SU>1</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>2</SU>  15 U.S.C. 78a. </FTNT> <FTNT> <SU>3</SU>  17 CFR 240.19b-4. </FTNT> <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD> Pursuant to the provisions of Section 19(b)(1) under the Act, <SU>4</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>5</SU> <FTREF/> the Exchange is filing with the Commission a proposed rule change to amend the Exchange's fee schedule applicable to Members  <SU>6</SU> <FTREF/> (the “Fee Schedule”  <SU>7</SU> <FTREF/> ) pursuant to IEX Rule 15.110(a) and (c) to introduce a new pricing incentive for non-displayed orders called the “Incremental Fee Tiers.” Changes to the Fee Schedule pursuant to this proposal are effective upon filing. <SU>8</SU> <FTREF/> <FTNT> <SU>4</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>5</SU>  17 CFR 240.19b-4. </FTNT> <FTNT> <SU>6</SU>   <E T="03">See</E> IEX Rule 1.160(s). </FTNT> <FTNT> <SU>7</SU>   <E T="03">See</E> Investors Exchange Fee Schedule, available at <E T="03">https://www.iexexchange.io/resources/trading/fee-schedule.</E> </FTNT> <FTNT> <SU>8</SU>  15 U.S.C. 78s(b)(3)(A)(ii). </FTNT> The text of the proposed rule change is available at the Exchange's website at <E T="03"> https://www.iexexchange.io/resources/ regulation/rule-filings </E> and at the principal office of the Exchange. <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change</HD> 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 these statements may be examined at the places specified in Item IV below. The self-regulatory organization has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">1. Purpose</HD> Effective September 1, 2025, IEX proposes to introduce two new pricing tier levels, Incremental Fee Tier 1 and Incremental Fee Tier 2, applicable to certain non-displayed trades, which are designed to incentivize increased non-displayed trading on the Exchange, as described below. <SU>9</SU> <FTREF/> IEX also proposes to make a non-substantive formatting change to the Fee Schedule, as discussed below. <SU>10</SU> <FTREF/> <FTNT> <SU>9</SU>  Nothing in this rule filing affects trades below $1.00 per share (“sub-dollar trades”). Sub-dollar trades would not impact the Incremental Fee Tier calculations and would not be eligible for any of the Incremental Fee Tiers described herein. </FTNT> <FTNT> <SU>10</SU>  The Exchange initially filed the proposed Fee Schedule changes on August 28, 2025 (SR-IEX-2025-23). On September 10, 2025, the Exchange withdrew that filing and submitted this proposal. </FTNT> As reflected in the Transaction Fees section of the Fee Schedule, the Exchange currently charges a standard fee of $0.0010 per share for trades that add or remove non-displayed liquidity from the Exchange. IEX also allows certain non-displayed orders to execute for free: Retail  <SU>11</SU> <FTREF/> orders that remove liquidity and Retail Liquidity Provider (“RLP”)  <SU>12</SU> <FTREF/> orders, which are resting non-displayed orders that may only match with incoming Retail orders. <SU>13</SU> <FTREF/> <FTNT> <SU>11</SU>   <E T="03">See</E> IEX Rule 11.190(b)(15). </FTNT> <FTNT> <SU>12</SU>   <E T="03">See</E> IEX Rule 11.190(b)(14). </FTNT> <FTNT> <SU>13</SU>  IEX is also not proposing to make any changes to the fees applicable to the execution of Retail or Retail Liquidity Provider orders, which will continue to execute for free. </FTNT> In order to further incentivize non-displayed trading on the Exchange, IEX now proposes to adopt a new volume-based fee incentive, referred to as “Incremental Fee Tier 2”, <SU>14</SU> <FTREF/> in which IEX will charge a reduced fee of $0.0001 per share for certain executions of non-displayed orders  <SU>15</SU> <FTREF/> to Members that increase their non-displayed volume for August 2025 (“the Baseline Month”) by at least 10,000,000 non-displayed volume per day. Given this, the Exchange is also proposing that the criteria to qualify for Incremental Fee Tier 2 will expire no later than February 28, 2026, which it will indicate in a footnote to the proposed Incremental Fee Tiers table on the IEX Fee Schedule. As part of this proposal, IEX proposes to add two new definitions under “Definitions and Information” in the “Transaction Fees” section of the IEX Fee Schedule. Specifically, IEX proposes to introduce the terms “Baseline non-displayed ADV”, <SU>16</SU> <FTREF/> which it defines as executions with any of the Fee Code Combinations MI, MIB, TI, TIB, TIY, or TIYB in August 2025, and “Incremental non-displayed ADV”, which it defines as executions with any of the Fee Code Combinations MI, MIB, TI, TIB, TIY, or TIYB that exceed the Baseline non-displayed ADV. To qualify for Incremental Fee Tier 2, a Member's Incremental non-displayed ADV must be at least 10,000,000. <SU>17</SU> <FTREF/> <FTNT> <SU>14</SU>  While IEX is proposing to introduce two Incremental Fee Tiers, Incremental Fee Tier 2 is the tier that contains the pricing incentive described in this filing; any Members that do not qualify for Incremental Fee Tier 2 will qualify for Incremental Fee Tier 1, which applies the same fees to non-displayed liquidity adding or removing trades as those currently charged by the Exchange. <E T="03">See infra</E> note 17. </FTNT> <FTNT> <SU>15</SU>  The fee codes to which the Incremental Fee Tiers would apply are “MI” (Adds non-displayed liquidity); “MIB” (Adds non-displayed liquidity in Tape B securities); “TIY” (Post Only order removes non-displayed liquidity); “TIYB” (Post Only order removes non-displayed liquidity in Tape B securities); “TI” (Removes non-displayed liquidity); and “TIB” (Removes non-displayed liquidity in Tape B securities). </FTNT> <FTNT> <SU>16</SU>  The Fee Schedule defines “ADV” as the number of shares added or removed that execute at or above $1.00 per share, combined, per day, calculated on a monthly basis. </FTNT> <FTNT> <SU>17</SU>  IEX also proposes to introduce Incremental Fee Tier 1, which will apply to any Member that does not qualify for Incremental Fee Tier 2 ( <E T="03">i.e.,</E> a Member with an Incremental non-displayed ADV that is less than 10,000,000). The fees associated with Incremental Fee Tier 1 will be the same as the current fees for non-displayed liquidity adding or removing trades. </FTNT> The reduced fee of $0.0001 per share for Incremental non-displayed ADV in excess of the Baseline non-displayed ADV will be capped at a Member's Baseline non-displayed ADV, and any additional volume will be charged the regular fee of $0.0010 per share for either adding or removing non-displayed liquidity. By way of example, if a Member's Baseline non-displayed ADV is 15,000,000, and its non-displayed volume for September 2025 is 35,000,000, then the Member's Incremental non-displayed ADV would be 20,000,000 for September 2025. However, for that month, the Member would only receive the reduced $0.0001 fee for 15,000,000 of its Incremental non-displayed ADV and would pay the regular fee of $0.0010 for 20,000,000 of its non-displayed volume. If that same Member had 10,000,000 Baseline non-displayed ADV and 10,000,000 Incremental non-displayed ADV in September 2025, for that month, it would pay $0.0001 for its Incremental non-displayed ADV and $0.0010 for 10,000,000 of its non-displayed volume (the same amount as its Baseline non-displayed ADV). Accordingly, IEX proposes to update its Fee Schedule to make several revisions to reflect the proposed new Incremental Fee Tiers. First, the Exchange proposes to introduce the aforementioned definitions of “Baseline non-displayed ADV” and “Incremental non-displayed ADV” as part of the “ADV” definition in the Definitions and Information section of the Transaction Fees section of the Fee Schedule. IEX also proposes to add Footnote 6 to the Transaction Fees section of the Fee Schedule, and to append it to the following Fee Code Combinations: MI, MIB, TIY, TIYB, TI, and TIB in the Fee Code Combinations and Associated Fees table. As proposed, Footnote 6 will be titled “Incremental Fee Tiers (Applicable to Executions at or above $1)” and followed by a table describing Tier 1 and Tier 2, including the required criteria for each tier and the applicable fee, as described above. This table will have two fee columns, the first column showi ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 26k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━