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

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104224; File No. SR-MEMX-2025-31]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; MEMX LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Fee Schedule Concerning Equities Transaction Pricing</SUBJECT> <DATE>November 19, 2025.</DATE> Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”), <SU>1</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>2</SU> <FTREF/> notice is hereby given that, on September 30, 2025, MEMX LLC (“MEMX” 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 Exchange. 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>  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> The Exchange is filing with the Commission a proposed rule change to amend the Exchange's fee schedule applicable to Members  <SU>3</SU> <FTREF/> (the “Fee Schedule”) pursuant to Exchange Rules 15.1(a) and (c). As is further described below, the Exchange proposes to (i) increase the base rebates for executions of orders that add non-displayed liquidity to the Exchange (such orders, “Added Non-Displayed Volume”) in securities priced at or above $1.00 per share; (ii) increase the base rebates for executions of Added Non-Displayed Volume in securities priced below $1.00 per share (such orders, “Added Non-Displayed Sub-Dollar Volume”); (iii) increase the base rebates provided for executions of orders in securities priced below $1.00 per share that add displayed liquidity to the Exchange (such orders, “Added Displayed Sub-Dollar Volume”); (iv) modify the Non-Display Add Tiers by eliminating Non-Display Add Tiers 2 and 3; (v) adopt new standard fees for executions of orders that remove liquidity from the Exchange (such orders, “Removed Volume”), separated by Tapes A, B, and C; (vi) reduce the fee for executions of Retail Orders  <SU>4</SU> <FTREF/> in securities priced at or above $1.00 per share that remove liquidity from the Exchange (such orders, “Removed Retail Volume”); (vii) eliminate the Sub-Dollar Rebate Tier; and (viii) modify the required criteria under the Tape A Quoting Tier. The Exchange proposes to implement the changes to the Fee Schedule pursuant to this proposal immediately. The text of the proposed rule change is provided in Exhibit 5. <FTNT> <SU>3</SU>   <E T="03">See</E> Exchange Rule 1.5(p). </FTNT> <FTNT> <SU>4</SU>  A “Retail Order” means an agency or riskless principal order that meets the criteria of FINRA Rule 5320.03 that originates from a natural person and is submitted to the Exchange by a Retail Member Organization (“RMO”), provided that no change is made to the terms of the order with respect to price or side of market and the order does not originate from a trading algorithm or any other computerized methodology. <E T="03">See</E> Exchange Rule 11.21(a). </FTNT> <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> 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. <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">1. Purpose</HD> The purpose of the proposed rule change is to amend the Fee Schedule to: (i) increase the base rebates for executions of orders that add non-displayed liquidity to the Exchange (such orders, “Added Non-Displayed Volume”) in securities priced at or above $1.00 per share; (ii) increase the base rebates for executions of Added Non-Displayed Volume in securities priced below $1.00 per share (such orders, “Added Non-Displayed Sub-Dollar Volume”); (iii) increase the base rebates provided for executions of orders in securities priced below $1.00 per share that add displayed liquidity to the Exchange (such orders, “Added Displayed Sub-Dollar Volume”); (iv) modify the Non-Display Add Tiers by eliminating Non-Display Add Tiers 2 and 3; (v) adopt new standard fees for executions of orders that remove liquidity from the Exchange (such orders, “Removed Volume”), separated by Tapes A, B, and C; (vi) reduce the fee for executions of Retail Orders  <SU>5</SU> <FTREF/> in securities priced at or above $1.00 per share that remove liquidity from the Exchange (such orders, “Removed Retail Volume”); (vii) eliminate the Sub-Dollar Rebate Tier; and (viii) modify the required criteria under the Tape A Quoting Tier, each as further described below. <FTNT> <SU>5</SU>  A “Retail Order” means an agency or riskless principal order that meets the criteria of FINRA Rule 5320.03 that originates from a natural person and is submitted to the Exchange by a Retail Member Organization (“RMO”), provided that no change is made to the terms of the order with respect to price or side of market and the order does not originate from a trading algorithm or any other computerized methodology. <E T="03">See</E> Exchange Rule 11.21(a). </FTNT> 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 18 registered equities exchanges, as well as a number of alternative trading systems and other off-exchange venues, to which market participants may direct their order flow. Based on publicly available information, no single registered equities exchange currently has more than approximately 14% of the total market share of executed volume of equities trading. <SU>6</SU> <FTREF/> Thus, in such a low-concentrated and highly competitive market, no single equities exchange possesses significant pricing power in the execution of order flow, and the Exchange currently represents approximately 2% of the overall market share. <SU>7</SU> <FTREF/> The Exchange in particular operates a “Maker-Taker” model whereby it provides rebates to Members that add liquidity to the Exchange and charges fees to Members that remove liquidity from the Exchange. The Fee Schedule sets forth the standard rebates and fees applied per share for orders that add and remove liquidity, respectively. Additionally, in response to the competitive environment, the Exchange also offers tiered pricing, which provides Members with opportunities to qualify for higher rebates or lower 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. <FTNT> <SU>6</SU>  Market share percentage calculated as of September 29, 2025. The Exchange receives and processes data made available through consolidated data feeds ( <E T="03">i.e.,</E> CTS and UTDF). </FTNT> <FTNT> <SU>7</SU>   <E T="03">Id.</E> </FTNT> <HD SOURCE="HD3">Increase Base Rebates for Added Non-Displayed Volume</HD> The Exchange is proposing to uniformly increase the rebates provided for executions of Added Non-Displayed Volume in securities priced at or above $1.00 per share. Added Non-Displayed Volume is comprised of the three following types of orders: (i) orders subject to Display-Price Sliding that receive price improvement when executed (such orders, “Added Price-Improved Volume”); (ii) Pegged orders  <SU>8</SU> <FTREF/> with a Midpoint Peg  <SU>9</SU> <FTREF/> instruction that add non-displayed liquidity to the Exchange (such orders, “Added Midpoint Volume”); and (iii) orders which are not orders subject to Display-Price Sliding that receive price improvement when executed or Midpoint Peg Orders, that add non-displayed liquidity to the Exchange (such orders, “Added Non-Midpoint Hidden Volume”). <FTNT> <SU>8</SU>   <E T="03">See</E> Exchange Rule 11.6(h). </FTNT> <FTNT> <SU>9</SU>   <E T="03">See</E> Exchange Rule 11.6(h)(2). </FTNT> Currently, the Exchange provides a base rebate of $0.0008 per share for executions of Added Price-Improved Volume, Added Midpoint Volume, and Added Non-Midpoint Hidden Volume in securities priced at or above $1.00 per share. The Exchange now proposes to increase each of these base rebates to $0.0025 per share. <SU>10</SU> <FTREF/> The purpose of the rebate increase for executions of Added Non-Displayed Volume is to encourage participants to add liquidity on the Exchange. The Exchange believes is it appropriate to provide the same rebate for executions of Added Price-Improved Volume, Added Midpoint Volume, and Added Non-Midpoint Hidden Volume, as all of these orders similarly add liquidity to the Exchange and are executed at prices at are not displayed on the MEMX order book, and the Exchange notes that all of these orders are also currently subject to same pricing today. <FTNT> <SU>10</SU>  The proposed base rebate for executions of Added Price-Improved Volume is referred to by the Exchange on the Fee Schedule under the existing description “Added volume, order subject to Display-Price Sliding that receives price improvement when executed” and ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 44k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━