Self-Regulatory Organizations; MIAX Emerald, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the MIAX Emerald Options Exchange Fee Schedule

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104445; File No. SR-EMERALD-2025-22]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; MIAX Emerald, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the MIAX Emerald Options Exchange Fee Schedule</SUBJECT> <DATE>December 18, 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 December 10, 2025, MIAX Emerald, LLC (“MIAX Emerald” or “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 proposes to amend the MIAX Emerald Options Exchange Fee Schedule (the “Fee Schedule”) to establish alternative Simple Maker (as defined below) rebates for options transactions in Penny classes and non-Penny classes (as defined below) in Tier 4 for executed Priority Customer  <SU>3</SU> <FTREF/> orders when the contra-side is an Affiliated  and certain volume thresholds are met. <FTNT> <SU>3</SU>  “Priority Customer” means a person or entity that (i) is not a broker or dealer in securities, and (ii) does not place more than 390 orders in listed options per day on average during a calendar month for its own beneficial account(s). The number of orders shall be counted in accordance with Interpretation and Policy .01 of Exchange Rule 100. <E T="03">See</E> the Definitions section of the Fee Schedule <E T="03">and</E> Exchange Rule 100, including Interpretation and Policy .01. </FTNT> <FTNT> <SU>4</SU>  “Affiliate” means (i) an affiliate of a Member of at least 75% common ownership between the firms as reflected on each firm's Form BD, Schedule A, or (ii) the Appointed Market Maker of an Appointed EEM (or, conversely, the Appointed EEM of an Appointed Market Maker). An “Appointed Market Maker” is a MIAX Emerald Market Maker (who does not otherwise have a corporate affiliation based upon common ownership with an EEM) that has been appointed by an EEM and an “Appointed EEM” is an EEM (who does not otherwise have a corporate affiliation based upon common ownership with a MIAX Emerald Market Maker) that has been appointed by a MIAX Emerald Market Maker, pursuant to the following process. A MIAX Emerald Market Maker appoints an EEM and an EEM appoints a MIAX Emerald Market Maker, for the purposes of the Fee Schedule, by each completing and sending an executed Volume Aggregation Request Form by email to <E T="03">membership@miaxglobal.com</E> no later than 2 business days prior to the first business day of the month in which the designation is to become effective. Transmittal of a validly completed and executed form to the Exchange along with the Exchange's acknowledgement of the effective designation to each of the Market Maker and EEM will be viewed as acceptance of the appointment. The Exchange will only recognize one designation per Member. A Member may make a designation not more than once every 12 months (from the date of its most recent designation), which designation shall remain in effect unless or until the Exchange receives written notice submitted 2 business days prior to the first business day of the month from either Member indicating that the appointment has been terminated. Designations will become operative on the first business day of the effective month and may not be terminated prior to the end of the month. Execution data and reports will be provided to both parties. <E T="03">See</E> the Definitions Section of the Fee Schedule. </FTNT> <FTNT> <SU>5</SU>  “Market Maker” refers to “Lead Market Maker” (“LMM”), “Primary Lead Market Maker” (“PLMM”) and “Registered Market Maker” (“RMM”), collectively. <E T="03">See</E> the Definitions Section of the Fee Schedule and Exchange Rule 100. </FTNT> The text of the proposed rule change is available on the Exchange's website at <E T="03">https://www.miaxglobal.com/markets/us-options/miax-options/rule-filings,</E> and at the Exchange's principal office. <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 Section 1)a)i) of the Fee Schedule to establish alternative Simple Maker (as defined below) rebates for options transactions in Penny classes and non-Penny classes (as defined below) in Tier 4 for executed Priority Customer orders when the contra-side is an Affiliated Market Maker and certain volume thresholds are met. The Exchange initially filed this proposal on December 1, 2025 (SR-EMERALD-2025-19). On December 10, 2025, the Exchange withdrew SR-EMERALD-2025-19 and refiled this proposed rule change. <HD SOURCE="HD3">Background</HD> The Exchange currently provides transaction rebates and assesses transaction fees to all market participants based upon a threshold tier structure (“Tier”) that is applicable to all transactions. Tiers are determined on a monthly basis and are based on three alternative volume calculation methods, as described in Section 1)a)ii) of the Fee Schedule. <SU>6</SU> <FTREF/> Each method is calculated based on the total monthly sides executed by the Member  <SU>7</SU> <FTREF/> in all options classes on MIAX Emerald in the relevant origin(s) and/or applicable liquidity ( <E T="03">i.e.,</E> Priority Customer Maker), not including Excluded Contracts, <SU>8</SU> <FTREF/> (as the numerator) expressed as a percentage of (divided by) Customer Total Consolidated Volume (“CTCV”)  <FTREF/> <SU>9</SU> (as the denominator). The per contract transaction rebates and fees shall be applied retroactively to all eligible volume once the Tier has been reached by the Member. The Exchange aggregates the volume of Members and their Affiliates in the Tiers. Members that place resting liquidity, <E T="03">i.e.,</E> orders on the MIAX Emerald System, will be assessed the specified “maker” rebate or fee (each a “Maker”) and Members that execute against resting liquidity will be assessed the specified “taker” fee or rebate (each a “Taker”). Members are also assessed lower transaction fees and provided lower rebates for order executions in standard option classes in the Penny Interval Program  <SU>10</SU> <FTREF/> (“Penny classes”) than for order executions in standard option classes which are not in the Penny Interval Program (“non-Penny classes”), for which Members will be assessed higher transaction fees and receive higher rebates. <FTNT> <SU>6</SU>  The three alternative volume calculation methods are as follows. Method 1 is calculated by total Member sides volume as a percentage of CTCV. Method 2 is calculated by total MIAX Emerald Market Maker sides volume as a percentage of CTCV. Method 3 is calculated by total Priority Customer, Maker sides volume as a percentage of CTCV. <E T="03">See</E> Fee Schedule, Section 1)a)ii) (also providing the volume threshold percentages for Tiers 1-4 for each volume calculation method). The Tier applied for a Member and its Affiliates' Priority Customer origin will solely be determined by Method 3. The Tier applied for a Member and its Affiliates' Market Maker and other professional origins (non-MIAX Emerald Market Maker, Firm Proprietary/Broker-Dealer, and Non-Priority Customer) will be the highest Tier achieved among the three alternative calculation methods. <E T="03">Id.</E> </FTNT> <FTNT> <SU>7</SU>  “Member” means an individual or organization approved to exercise the trading rights associated with a Trading Permit. Members are deemed “members” under the Exchange Act. <E T="03">See</E> the Definitions section of the Fee Schedule <E T="03">and</E> Exchange Rule 100. </FTNT> <FTNT> <SU>8</SU>  “Excluded Contracts” means any contracts routed to an away market for execution. <E T="03">See</E> the Definitions Section of the Fee Schedule. </FTNT> <FTNT> <SU>9</SU>  “CTCV” means Customer Total Consolidated Volume calculated as the total national volume cleared at The Options Clearing Corporation in the Customer range in those classes listed on MIAX Emerald for the month for which fees apply, excluding volume cleared at the Options Clearing Corporation in the Customer range executed during the period of time in which the Exchange experiences an Exchange System Disruption (solely in the option classes of the affected Matching Engine). The term “Exchange System Disruption” means an outage of a Matching Engine or collective Matching Engines for a period of two consecutive hour or more, during trading hours. <E T="03">See</E> the Definitions Section of the Fee Schedule. </FTNT> <FTNT> <SU>10</SU>   <E T="03">See</E> Securities Exchange Act Release No. 88993 (June 2, 2020), 85 FR 35145 (June 8, 2020) (SR-EMERALD-2020-05) (Notice of Filing and Immediate Effectiveness of ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 28k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━