Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Fee Schedule by Amending Certain Add/Remove Volume Tiers, Amending the Non-Displayed Tier, and Removing the Routing Tier

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104379; File No. SR-CboeBYX-2025-034]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Exchange's Fee Schedule by Amending Certain Add/Remove Volume Tiers, Amending the Non-Displayed Tier, and Removing the Routing Tier</SUBJECT> <DATE>December 12, 2025.</DATE> Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), <SU>1</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>2</SU> <FTREF/> notice is hereby given that on December 1, 2025, Cboe BYX Exchange, Inc. (the“Exchange” or “BYX”) 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. <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> Cboe BYX Exchange, Inc. (the “Exchange” or “BYX”) proposes to amend its Fee Schedule by amending certain Add/Remove Volume Tiers, amending the Non-Displayed Tier, and removing the Routing Tier. 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 ( <E T="03">https://www.sec.gov/rules/sro.shtml</E> ), the Exchange's website ( <E T="03">https://www.cboe.com/us/equities/regulation/rule_filings/bzx/</E> ), and at the principal office of the Exchange. <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 Exchange proposes to amend its Fee Schedule applicable to its equities trading platform (“BYX Equities”) by: (i) revising the volume component of Add/Remove Volume Tiers 1-2; (ii) removing the shares component of Add/Remove Volume Tiers 1-2 and replacing it with a component that excludes a Member's subdollar trading activity; (iii) adding a criteria that excludes a Member's subdollar trading activity to Add/Remove Volume Tiers 3-5; (iv) removing the shares component of the Non-Displayed Tier and replacing it with a TCV component; (v) and adding a criteria that excludes a Member's subdollar trading activity to the Non-Displayed Tier; and (vi) removing the Routing Tier. The Exchange proposes to implement these changes effective December 1, 2025. 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, <SU>3</SU> <FTREF/> 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 “Taker-Maker” model whereby it pays credits to members that remove liquidity and assesses fees to those that add liquidity. The Exchange's Fee Schedule sets forth the standard rebates and rates applied per share for orders that remove and provide liquidity, respectively. Currently, for orders in securities priced at or above $1.00, the Exchange provides a standard rebate of $0.00200 per share for orders that remove liquidity and assesses a fee of $0.00200 per share for orders that add liquidity. <SU>4</SU> <FTREF/> For orders in securities priced below $1.00, the Exchange does not assess any fees for orders that add liquidity, and provides a rebate in the amount of 0.10% of the total dollar value for orders that remove liquidity. <SU>5</SU> <FTREF/> 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. <FTNT> <SU>3</SU>   <E T="03">See</E> Cboe Global Markets, U.S. Equities Market Volume Summary, Month-to-Date (November 21, 2025), available at <E T="03">https://www.cboe.com/us/equities/market_statistics/.</E> </FTNT> <FTNT> <SU>4</SU>   <E T="03">See</E> BYX Equities Fee Schedule, Standard Rates. </FTNT> <FTNT> <SU>5</SU>   <E T="03">Id.</E> </FTNT> <HD SOURCE="HD3">Add/Remove Volume Tiers and Non-Displayed Tier</HD> Under footnote 1 of the Fee Schedule, the Exchange currently offers various Add/Remove Volume Tiers. In particular, the Exchange offers five Add/Remove Volume Tiers that each provide a reduced fee for Members' qualifying orders yielding fee codes B, where a Member reaches certain volume-based criteria. First, the Exchange proposes to (i) revise the volume component of Add/Remove Volume Tiers 1-2 and (ii) remove the shares component of Add/Remove Volume Tiers 1-2 and replace it with a component that excludes a Member's subdollar trading activity. The criteria for current Add/Remove Volume Tiers 1-2 is as follows: <FTNT> <SU>6</SU>  Fee code B is appended to displayed orders that add liquidity to BYX in Tape B securities. </FTNT> <FTNT> <SU>7</SU>  Fee code V is appended to displayed orders that add liquidity to BYX in Tape A securities. </FTNT> <FTNT> <SU>8</SU>  Fee code Y is appended to displayed orders that add liquidity to BYX in Tape C securities. </FTNT> <FTNT> <SU>9</SU>  Fee code AD is appended to displayed orders executed in a Periodic Auction. </FTNT> • Add/Remove Volume Tier 1 assesses a reduced fee of $0.0016 per share in securities priced at or above $1.00 to qualifying orders ( <E T="03">i.e.,</E> orders yielding fee codes B, V, Y, or AD) where (1) Member has a combined Auction ADV  ≥ 0.10% of the TCV  <SU>12</SU> <FTREF/> or (2) Member has a combined Auction ADV and ADAV ≥ 11,000,000 shares. <FTNT> <SU>10</SU>  “Auction ADV” means average daily auction volume calculated as the number of shares executed in an auction per day. </FTNT> <FTNT> <SU>11</SU>  “ADAV” means average daily added volume calculated as the number of shares added per day. ADAV is calculated on a monthly basis. </FTNT> <FTNT> <SU>12</SU>  “TCV” means total consolidated volume calculated as the volume reported by all exchanges and trade reporting facilities to a consolidated transaction reporting plan for the month for which the fees apply. </FTNT> • Add/Remove Volume Tier 2 assesses a reduced fee of $0.0014 per share in securities priced at or above $1.00 to qualifying orders ( <E T="03">i.e.,</E> orders yielding fee codes B, V, Y, or AD) where (1) Member has a combined Auction ADV and ADAV ≥ 0.15% of the TCV or (2) Member has a combined Auction ADV and ADAV ≥ 16,000,000 shares. The proposed criteria for current Add/Remove Volume Tiers 1-2 is as follows: • Proposed Add/Remove Volume Tier 1 assesses a reduced fee of $0.0016 per share in securities priced at or above $1.00 to qualifying orders ( <E T="03">i.e.,</E> orders yielding fee codes B, V, Y, or AD) where (1) Member has a combined Auction ADV and ADAV ≥ 0.075% of the TCV or (2) Member has a combined Ex-Subdollar Auction ADV  <SU>13</SU> <FTREF/> and Ex-Subdollar ADAV  <SU>14</SU> <FTREF/> as a percentage of Ex-Subdollar TCV ≥ 0.075%. <SU>15</SU> <FTREF/> <FTNT> <SU>13</SU>  The Exchange proposes to introduce the term “Ex-Subdollar Auction ADV” to the Definitions section of the Fee Schedule. “Ex-Subdollar Auction ADV” means Auction ADV that excludes executions in securities priced below $1.00. </FTNT> <FTNT> <SU>14</SU>  The Exchange proposes to introduce the term “Ex-Subdollar ADAV” to the Definitions section of the Fee Schedule. “Ex-Subdollar ADAV” means ADAV that excludes executions in securities priced below $1.00. </FTNT> <FTNT> <SU>15</SU>  The Exchange proposes to introduce the term “Ex-Subdollar TCV” to the Definitions section of the Fee Schedule. “Ex-Subdollar TCV” means TCV that excludes executions in securities that have an average daily price below $1.00. </FTNT> • Proposed Add/Remove Volume Tier 1 assesses a reduced fee of $0.0016 per share in securities priced at or above $1.00 to qualifying orders ( <E T="03">i.e.,</E> orders yielding fee codes B, V, Y, or AD) where (1) Member has a combined Auction ADV and ADAV ≥ 0.10% of the TCV or (2) Member has a combined Ex-Subdollar Auction ADV and Ex-Subdollar ADAV as a percentage of Ex-Subdollar TCV ≥ 0.10%. In addition, the Exchange proposes to ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 34k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━