# Self-Regulatory Organizations; Cboe EDGA Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Fee Schedule
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) [^1] and Rule 19b-4 thereunder, [^2] notice is hereby given that on September 30, 2025, Cboe EDGA Exchange, Inc. (the “Exchange” or “EDGA”) 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.
[^1] 15 U.S.C. 78s(b)(1).
[^2] 17 CFR 240.19b-4.
**I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change**
Cboe EDGA Exchange, Inc. (the “Exchange” or “EDGA”) proposes to amend its Fee Schedule by eliminating the fee cap for orders yielding fee code O. 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 ( *https://www.sec.gov/rules/sro.shtml* ), the Exchange's website ( *https://www.cboe.com/us/equities/regulation/rule_filings/bzx/* ), and at the principal office of the Exchange.
**II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change**
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.
**A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change**
**1. Purpose**
The Exchange proposes to amend its Fee Schedule applicable to its equities trading platform (“EDGA Equities”) by eliminating the fee cap for orders yielding fee code O. The Exchange proposes to implement these changes effective October 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 16 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, [^3] 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 “Maker-Taker” model whereby it pays rebates to members that add liquidity and assesses fees to those that remove liquidity. The Exchange's Fee Schedule sets forth the standard rebates and rates applied per share for orders that provide and remove liquidity, respectively. Currently, for orders in securities priced at or above $1.00, the Exchange provides a standard rebate of $0.00270 per share for orders that add liquidity and assesses a fee of $0.0030 per share for orders that remove liquidity. [^4] For orders in securities priced below $1.00, the Exchange provides a standard rebate of 0.15% of dollar value for orders that add liquidity and assesses a fee of 0.15% of dollar value for orders that remove liquidity. [^5]
[^3]*See* Cboe Global Markets, U.S. Equities Market Volume Summary, Month-to-Date (September 22, 2025), available at *https://www.cboe.com/us/equities/_statistics/.*
[^4]*See* EDGA Equities Fee Schedule, Standard Rates.
[^5]*Id.*
**Fee Code O**
The Exchange proposes to amend footnote 2 of its Fee Schedule to remove the $20,000 cap applicable to orders yielding fee code O. [^6] Currently, orders appended with fee code O are charged a fee of $0.00100 per share for orders in securities priced at or above $1.00 and $0.30% of the transaction dollar value for securities priced below $1.00. The Exchange is not proposing to change the rates associated with fee code O. When the Exchange routes to a listing exchange's opening or re-opening cross, such as the Nasdaq Stock Market LLC (“Nasdaq”), the Exchange passes through the tier saving that Bats Trading, Inc. (“Bats Trading”), the Exchange's routing broker-dealer, achieves on an away exchange to its Members. This tier savings takes the form of a cap of a Member's fees at $20,000 per month. The proposed removal of the cap under footnote 2 is for business and competitive reasons as the Exchange will no longer be able to support such a fee cap when its Fee Schedule must comply with the Securities and Exchange Commission's (the “SEC” or “Commission”) final rule regarding the transparency of better priced orders, which “prohibits a national securities exchange from imposing . . . any fee or fees, or providing . . . any rebate or other remuneration . . . for the execution of an order in an NMS stock unless such fee, rebate or other remuneration can be determined by the market participant at the time of execution.” [^7] The Exchange has previously announced that effective November 3, 2025, it will transition to a billing methodology where tiers are determined based on the prior month's trading activity. [^8] The Exchange notes that the purpose of fee code O is to recoup costs incurred by the Exchange when routing orders to other listing markets on behalf of Exchange Members. While footnote 2 (associated with fee code O) is a fee cap and not a tier as described in the Exchange's customer notice, the Exchange cannot impose the fee cap incurred in the current month as the fee cap cannot be determined by the Member at the time of execution. [^9] This change is being made solely to comply with the Commission's Fee Transparency Final Rule. The Exchange notes that routing services offered by the Exchange are completely optional and market participants can readily select between various providers of routing services, including other exchanges and broker-dealers. Further, the Exchange notes that Members may elect to mark their orders as non-routable to avoid incurring any routing fees, including the fee associated with fee code O.
[^6] Fee code O is appended to orders routed to a listing market opening or re-opening cross.
[^7]*See* Securities Exchange Act Release No. 34-101070 (September 18, 2024), 89 FR 81620 (October 8, 2024), File No. S7-30-22 (“Fee Transparency Final Rule”) at 81663.
[^8]*See* “Cboe Equities Supports SEC Transparency of Fee Requirements” (last accessed September 25, 2025); available at: *https://www.cboe.com/notices/content/?id=55963.*
[^9]*See, e.g.,* Nasdaq Price List, Nasdaq Crossing Network, Execution Fees for the NASDAQ Opening Cross. Each firm's Opening Cross charges (in securities priced at or above $1.00) from Market-On-Open (MOO) and Limit-On-Open (LOO) orders will be capped at $35,000 per month, provided that firm adds one million shares of liquidity, on average, during the month.
**2. Statutory Basis**
The Exchange believes the proposed rule change is consistent with the Act and the rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of Section 6(b) of the Act. [^10] Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) [^11] requirements that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. Additionally, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) [^12] requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers as well as Section 6(b)(4) [^13] as it is designed to provide for the equitable allocation of reasonable dues, fees and other charges among its Members and other persons using its facilities.
[^10] 15 U.S.C. 78f(b).
[^11] 15 U.S.C. 78f(b)(5).
[^12]*Id.*
[^13] 15 U.S.C. 78f(b)(4).
As described above, the Exchange 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. The Exchange believes that its proposal to eliminate the fee cap associated with fee code O is reasonable, equitable, and consistent with the Act because such change is required in order to comply with the Commission's Fee Transparency Final Rule where a Member must be able to determine an applicable fee or rebate at the time of execution. The Exchange further believes that its proposal is not unfairly discriminatory because the change applies to all Members equally, in that no Member will be subject to the $20,000 fee cap associated with fee code O. The Exchange further notes that routing services offered by the Exchange are completely optional and Members can readily select between various providers of routing services, including other exchanges and broker-dealers if the Members disagree with the Exchange's Fee Schedule.
**B. Self-Regulatory Organization's Statement on Burden on Competition**
The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. Rather, as discussed above, the Exchange believes that the proposed changes would encourage the submission of additional order flow to a public exchange, thereby promoting market depth, execution incentives and enhanced execution opportunities, as well as price discovery and transparency for all Members. As a result, the Exchange believes that the proposed changes further the Commission's goal in adopting Regulation NMS of fostering competition among orders, which promotes “more efficient pricing of individual stocks for all types of orders, large and small.”
The Exchange believes the proposed change does not impose any burden on intramarket competition that is not necessary or appropriate in furtherance of the purposes of the Act. Particularly, the proposed elimination of the fee cap associated with fee code O is not being made for competitive reasons, but rather to comply with the Commission's Fee Transparency Final Rule.
Next, the Exchange believes the proposed rule changes does not impose any burden on intermarket competition that is not necessary or appropriate in furtherance of the purposes of the Act. As previously discussed, the Exchange operates in a highly competitive market. Members have numerous alternative venues that they may participate on and direct their order flow, including other equities exchanges, off-exchange venues, and alternative trading systems. Additionally, the Exchange represents a small percentage of the overall market. Based on publicly available information, no single equities exchange has more than 15% of the market share. [^14] Therefore, no exchange possesses significant pricing power in the execution of order flow. Indeed, participants can readily choose to send their orders to other exchange and off-exchange venues if they deem fee levels at those other venues to be more favorable. Moreover, the Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. Specifically, 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.” [^15] The fact that this market is competitive has also long been recognized by the courts. In NetCoalition v. Securities and Exchange Commission, the D.C. Circuit stated as follows: “[n]o one disputes that competition for order flow is `fierce.' . . . As the SEC explained, `[i]n the U.S. national market system, buyers and sellers of securities, and the broker-dealers that act as their order-routing agents, have a wide range of choices of where to route orders for execution'; [and] `no exchange can afford to take its market share percentages for granted' because `no exchange possesses a monopoly, regulatory or otherwise, in the execution of order flow from broker dealers' . . . .”. [^16] Accordingly, the Exchange does not believe its proposed fee change imposes any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act.
[^14]*Supra* note 3.
[^15]*See* Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005).
[^16]*NetCoalition* v. *SEC,* 615 F.3d 525, 539 (D.C. Cir. 2010) (quoting Securities Exchange Act Release No. 59039 (December 2, 2008), 73 FR 74770, 74782-83 (December 9, 2008) (SR-NYSEArca-2006-21)).
**C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others**
The Exchange neither solicited nor received comments on the proposed rule change.
**III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action**
The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act [^17] and paragraph (f) of Rule 19b-4 [^18] thereunder. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission will institute proceedings to determine whether the proposed rule change should be approved or disapproved.
[^17] 15 U.S.C. 78s(b)(3)(A).
[^18] 17 CFR 240.19b-4(f).
**IV. Solicitation of Comments**
Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods:
**Electronic Comments**
• Use the Commission's internet comment form ( *https://www.sec.gov/rules/sro.shtml* ); or
• Send an email to *[email protected].* Please include file number SR-CboeEDGA-2025-033 on the subject line.
**Paper Comments**
• Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-CboeEDGA-2025-033. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website ( *https://www.sec.gov/rules/sro.shtml* ). Copies of the filing will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection.
All submissions should refer to file number SR-CboeEDGA-2025-033 and should be submitted on or before December 11, 2025.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. [^19]
[^19] 17 CFR 200.30-3(a)(12).
Sherry R. Haywood,
Assistant Secretary.