Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Modify the NYSE Arca Options Fee Schedule

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104271; File No. SR-NYSEARCA-2025-80]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Modify the NYSE Arca Options Fee Schedule</SUBJECT> <DATE>November 25, 2025.</DATE> Pursuant to Section 19(b)(1)  <SU>1</SU> <FTREF/> of the Securities Exchange Act of 1934 (“Act”), <SU>2</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>3</SU> <FTREF/> notice is hereby given that on November 24, 2025, NYSE Arca, Inc. (“NYSE Arca” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I and II 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> The Exchange proposes to modify the NYSE Arca Options Fee Schedule (“Fee Schedule”) to amend certain pricing and incentives for Firm and Broker Dealer transactions and to exempt Floor Brokers from Routing Fees. The Exchange proposes to implement the fee change effective November 24, 2025. <SU>4</SU> <FTREF/> The proposed rule change is available on the Exchange's website at <E T="03">www.nyse.com</E> and at the principal office of the Exchange. <FTNT> <SU>4</SU>  The Exchange previously filed to amend the Fee Schedule on September 30, 2025 (SR-NYSEARCA-2025-76), for October 1, 2025 effectiveness, and withdrew such filing on November 24, 2025. </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 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 those 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 parts 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> The purpose of this filing is to modify the Fee Schedule as relates to Firm and Broker Dealer transactions to (1) amend the per contract fees and credits for electronic executions for posting (or “liquidity adding” volume); (2) modify certain posting credit tiers for executions in Penny Issues; and (3) eliminate the Firm and Broker Incentive Program. In addition, the Exchange proposes to exempt Floor Brokers from Routing Fees. <HD SOURCE="HD3">Firm and Broker Dealer Credits and Fees for Electronic Executions</HD> Currently, the Exchange assesses certain per-contract credits and fees for Firm and Broker Dealer electronic executions on Penny and non-Penny Issues, respectively that are liquidity-adding, <SU>5</SU> <FTREF/> which pricing the Exchange proposes to modify. First, the Exchange proposes to increase the current per-contract credit for such executions in Penny Issues for these participants from ($0.10) to ($0.28). <FTNT> <SU>5</SU>   <E T="03">See</E> Fee Schedule, NYSE Arca OPTIONS: TRADE-RELATED CHARGES FOR STANDARD OPTIONS, TRANSACTION FEE FOR MANUAL EXECUTIONS—PER CONTRACT. </FTNT> In terms of electronic executions by Firms and Broker Dealers in non-Penny Issues that are liquidity-adding, the Exchange proposes to decrease the current per-contract fee for such executions from $0.50 to $0.00. In other words, the Exchange proposes to no longer charge Firms and Broker Dealers for their liquidity-adding electronic executions in non-Penny Issues. The Exchange believes these proposed changes, which increase per contract credits and eliminate per contract fees for Firm and Broker Dealer liquidity-adding electronic executions, will encourage these participants to increase executions in liquidity-adding volumes, in all Issues on the Exchange, which added liquidity benefits all market participants and makes the Exchange a more attractive venue. <HD SOURCE="HD3">Firm and Broker Dealer Penny Posting Credit Tiers</HD> Currently, the Exchange offers certain increased per-contract credits for Firm and Broker Dealer electronic executions in Penny Issues that are liquidity-adding. <SU>6</SU> <FTREF/> The Exchange proposes to modify these Tiers as follows. First, the Exchange proposes to modify the “Base” credit from ($0.10) and ($0.28) to align with the proposed per contract increase to this credit as described above. Second, the Exchange proposes to eliminate Tier 1, which currently offers a per contract credit of ($0.25) for Firm and Broker Dealer posted interest in Penny Issues of at least 0.15% of TCADV because it has been rendered obsolete given that it is lower than the proposed (increased) base rate of ($0.28) for Firm and Broker Dealer liquidity adding volume. To conform with the deletion of existing Tier 1, the Exchange proposes to re-name current Tier 2 as Tier 1, which will add clarity, transparency, and internal consistency to the Fee Schedule. <FTNT> <SU>6</SU>   <E T="03">See</E> Fee Schedule, FIRM AND BROKER DEALER PENNY POSTING CREDIT TIERS. </FTNT> <HD SOURCE="HD3">Firm and Broker Dealer Incentive Program</HD> The Exchange proposes to eliminate the Firm and Broker Incentive Program, which is set forth in the table below. <GPOTABLE COLS="2" OPTS="L2,nj,p1,8/9,i1" CDEF="s100,r100"> <TTITLE> Firm and Broker Dealer Incentive Program  <E T="0731">8 15</E> </TTITLE> <CHED H="1"> </CHED> <CHED H="1"> </CHED> <ROW> <ENT I="01">At least 0.30% ADV of U.S Equity Tape C Market Share Posted and Executed on NYSE Arca Tape C Equity Market</ENT> <ENT>Additional $0.03 Credit on Firm and Broker Dealer Penny Posting Credit.</ENT> </ROW> <ROW RUL="s"> <ENT I="01">At least 0.85% of TCADV of posted interest in all issues across all account types, of which at least 0.60% TCADV is from Firm and Broker Dealer posted interest</ENT> <ENT>Additional $0.05 Credit on Firm and Broker Dealer Penny Posting Credit</ENT> </ROW> <ROW EXPSTB="01"> <ENT I="01"> <E T="03">OTP Holders and OTP Firms that qualify for Tier 1 or Tier 2 Firm and Broker-Dealer Penny Posting Credit Tiers may earn the greater of the alternative additional credits listed above.</E> </ENT> </ROW> </GPOTABLE> The Exchange is proposing to eliminate this Incentive Program because it believes that the proposed changes to the credits and fees for Firm and Broker Dealer liquidity-adding volume will act as sufficient incentive for these participants. The Exchange therefore propose to remove this Incentive Program as superfluous. In this regard, the Exchange believes that the elimination of this Incentive Program will streamline the Fee Schedule by reducing the number of additional credits (based on various volume thresholds) available on Firm and Broker posting volume, thus making the Fee Schedule easier to navigate and comprehend. <HD SOURCE="HD3">Routing Change</HD> The Exchange currently assesses market participants Routing Fees applied to orders routed and executed on another exchange. The Exchange proposes to modify the Fee Schedule to exempt Floor Brokers from Routing Fees that they might incur when required to route orders away from the Exchange to honor away market interest, in order to incentivize them to increase (or maintain) their activity in open outcry on the Exchange. To the extent that this incentive operates as intended it will increase liquidity on the Trading Floor, which benefits all market participants. <HD SOURCE="HD3">2. Statutory Basis</HD> The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act, <SU>7</SU> <FTREF/> in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act, <SU>8</SU> <FTREF/> in particular, because it provides for the equitable allocation of reasonable dues, fees, and other charges among its members, issuers and other persons using its facilities and does not unfairly discriminate between customers, issuers, brokers or dealers. <FTNT> <SU>7</SU>  15 U.S.C. 78f(b). </FTNT> <FTNT> <SU>8</SU>  15 U.S.C. 78f(b)(4) and (5). </FTNT> The proposed change is reasonable, equitable, and not unfairly discriminatory. As a threshold matter, the Exchange is subject to significant competitive forces in the market for options securities transaction services that constrain its pricing determinations in that market. The Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. 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.”  <SU>9</SU> <FTREF/> <FTNT> <SU>9</SU>   <E T="03">See</E> Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (S7-10-04) (“Reg NMS Adopting Release”). </FTNT> There are currently 18 registered options exchanges competing for order flow. Based on publicly-available information, and excluding index-based options, no single exchange has more than 16% of the market share of executed volume of multiply-listed equity and ETF options ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 24k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━