Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Modify the NYSE American Options Fee Schedule Regarding Fees and Rebates Applicable to Manual Transactions

[Federal Register Volume 91, Number 107 (Thursday, June 4, 2026)]

[Notices]

[Pages 33848-33851]

From the Federal Register Online via the Government Publishing Office [ www.gpo.gov ]

[FR Doc No: 2026-11141]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-105589; File No. SR-NYSEAMER-2026-44]

Self-Regulatory Organizations; NYSE American LLC; Notice of

Filing and Immediate Effectiveness of a Proposed Rule Change To Modify

the NYSE American Options Fee Schedule Regarding Fees and Rebates

Applicable to Manual Transactions

June 1, 2026.

Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of

1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given

that, on May 19, 2026, NYSE American LLC (``NYSE American'' 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.

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\1\ 15 U.S.C. 78s(b)(1).

\2\ 15 U.S.C. 78a.

\3\ 17 CFR 240.19b-4.

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I. Self-Regulatory Organization's Statement of the Terms of Substance

of the Proposed Rule Change

The Exchange proposes to modify the NYSE American Options Fee

Schedule (``Fee Schedule'') regarding fees and rebates applicable to

Manual transactions. The proposed rule change is available on the

Exchange's website at www.nyse.com 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 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

[[Page 33849]]

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.

A. Self-Regulatory Organization's Statement of the Purpose of, and the

Statutory Basis for, the Proposed Rule Change

1. Purpose

The purpose of this filing is to amend the Fee Schedule to modify

fees and rebates applicable to Manual transactions. Specifically, the

Exchange proposes to (1) amend fees applicable to Manual transactions

in non-Penny issues executed by e-Specialists, Market Makers, and

Specialists (collectively, ``Market Makers''), and (2) establish a

rebate payable to Floor Broker orders that trade with a Market Maker

order on the Trading Floor. The Exchange proposes the fee change to be

effective May 19, 2026.\4\

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\4\ The Exchange previously filed to amend the Fee Schedule on

January 2, 2026 (SR-NYSEAMER-2026-01), then withdrew such filing and

amended the Fee Schedule on January 16, 2026 (SR-NYSEAMER-2026-04),

then withdrew such filing and amended the Fee Schedule on January

28, 2026 (SR-NYSEAMER-2026-08), then withdrew such filing and

amended the Fee Schedule on March 10, 2026 (SR-NYSEAMER-2026-19),

then withdrew such filing and amended the Fee Schedule on April 22,

2026 (SR-NYSEAMER-2026-32), and then withdrew such filing and

amended the Fee Schedule on May 6, 2026 (SR-NYSEAMER-2026-38), which

latter filing the Exchange withdrew on May 19, 2026. The Exchange

notes that previous versions of this filing proposed changes to a

complex order surcharge that are not included in this filing.

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The Exchange proposes to amend Section I.A. of the Fee Schedule,

which sets forth rates for Electronic and Manual transactions, in both

Penny and non-Penny issues. Currently, a $0.50 per contract fee applies

to Market Makers' Manual transactions in non-Penny issues (except for

Manual transactions in MXEA, MXEF, MXUSA, MXWLD, and MXACW). The

Exchange proposes to increase this fee to $1.00 per contract.

The Exchange also proposes to establish a rebate of $0.20 per

contract payable to Floor Broker orders that trade with Market Maker

orders on the Trading Floor. For Floor Brokers that participate in the

FB Prepay Program, the proposed rebate would apply in lieu of any

rebates earned through the Manual Billable Rebate Program as provided

in Section III. E. of the Fee Schedule. The Exchange proposes to add

new text to Section III.E. of the Fee Schedule describing the proposed

rebate.

The Exchange believes that the proposed rebate would continue to

incentivize Floor Brokers to participate on the Trading Floor,

including when the counterparty to such trading is a Market Maker. In

addition, although the proposed change to the Market Maker fee for

Manual transactions in non-Penny issues would increase the fee for such

executions, the Exchange believes the proposed change, taken together

with the proposed Floor Broker rebate would, on balance, not discourage

Market Makers from continuing to participate in transactions on the

Trading Floor, thereby promoting trading opportunities and competition

on the Trading Floor to the benefit of all market participants. The

Exchange also notes that the amount of the proposed fee for Market

Maker Manual transactions in non-Penny issues is within the range of

fees currently in place for transactions by Market Makers (and other

market participants) in non-Penny issues.\5\

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\5\ See, e.g., Fee Schedule, Section I.A., Rates for Options

transactions (providing for $0.85 fee for Broker-Dealer, Firm, Non-

NYSE American Options Market Maker, and Professional Customer

electronic transactions in non-Penny issues and $0.95 fee for Market

Maker electronic transactions in non-Penny issues (inclusive of

Marketing Charges applicable to such transactions)).

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2. Statutory Basis

The Exchange believes that the proposed rule change is consistent

with Section 6(b) of the Act,\6\ in general, and furthers the

objectives of Sections 6(b)(4) and (5) of the Act,\7\ 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.

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\6\ 15 U.S.C. 78f(b).

\7\ 15 U.S.C. 78f(b)(4) and (5).

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The Proposed Rule Change Is Reasonable

The Exchange operates in a highly competitive 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.'' \8\

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\8\ See Securities Exchange Act Release No. 51808 (June 9,

2005), 70 FR 37496, 37499 (June 29, 2005) (S7-10-04) (``Reg NMS

Adopting Release'').

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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

trades.\9\ Therefore, currently no exchange possesses significant

pricing power in the execution of multiply-listed equity and ETF

options order flow. More specifically, in March 2026, the Exchange had

9.86% market share of executed volume of multiply-listed equity and ETF

options trades.\10\ In such a low-concentrated and highly competitive

market, no single options exchange possesses significant pricing power

in the execution of options order flow. Within this environment, market

participants can freely and often do shift their order flow among the

Exchange and competing venues in response to changes in their

respective pricing schedules.

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\9\ The OCC publishes options and futures volume in a variety of

formats, including daily and monthly volume by exchange, available

here: https://www.theocc.com/Market-Data/Market-Data-Reports/Volume-and-Open-Interest/Monthly-Weekly-Volume-Statistics .

\10\ Based on a compilation of OCC data for monthly volume of

equity-based options and monthly volume of equity-based ETF options,

see id., the Exchange's market share in equity-based options

increased from 6.83% for the month of March 2025 to 9.86% for the

month of March 2026.

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The Exchange believes that the ever-shifting market share among the

exchanges from month to month demonstrates that market participants can

shift order flow or discontinue or reduce use of certain categories of

products, in response to fee changes. Accordingly, competitive forces

constrain options exchange transaction fees.

The Exchange believes that the proposed rebate would incentivize

Floor Brokers to direct additional Manual orders to the Exchange,

thereby creating more trading opportunities on the Trading Floor for

all market participants, including Market Makers. The Exchange thus

believes that, despite the proposed change to increase the fee

applicable to Market Makers' Manual transactions in non-Penny issues,

Market Makers would not be discouraged from continuing to quote and

trade actively on the Exchange. The Exchange also believes that the

amount of the proposed fee for Market Maker Manual transactions in non-

Penny issues is reasonable, as it remains within the range of fees set

forth in the Fee Schedule for transactions by Market Makers in non-

Penny issues and more closely aligns with the fee applicable to

electronic transactions by Market Makers in non-Penny issues.

[[Page 33850]]

The Exchange believes that the proposed changes are reasonably

designed to incent Floor Brokers (and other participants on the Trading

Floor) to increase the number of Manual orders sent to the Exchange.

Any increase in trading volume would create more trading opportunities

for all market participants and would in turn attract additional order

flow to the Exchange, further contributing to a deeper, more liquid

market to the benefit of all market participants. The Exchange also

notes that the proposed rebate is similar in structure to incentive

programs for Floor Brokers offered by competing options exchanges.\11\

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\11\ See, e.g., BOX Exchange Fee Schedule, Section V. Manual

Transaction Fees, available at https://boxexchange.com/assets/BOX-Fee-Schedule-as-of-January-22-2026.pdf (offering Floor Brokers that

submit QOO and FOO Orders a $0.20 per contract enhanced rebate for

executions that trade with a Floor Market Maker, in lieu of lesser

per contract rebates also available to Floor Brokers); MIAX Sapphire

Options Exchange, Section 1) c) Trading Floor Transactions,

available at https://www.miaxglobal.com/sites/default/files/fee_schedule-files/MIAX_Sapphire_Fee_Schedule_01212026_b.pdf

(providing for the ``Floor Broker Breakup Credit,'' a $0.20 credit

applicable to Floor Brokers that submit a QFO or cQFO for executions

that trade with a Floor Market Maker, instead of the $0.10 Floor

Broker rebate otherwise available).

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The Exchange further believes the proposed change is reasonable

because it is designed to offset costs associated with the proposed

Floor Broker rebate. To the extent this purpose is achieved, the

Exchange believes that the proposed change would not disincentivize

Market Maker activity on the Trading Floor because increased order flow

from Floor Brokers seeking to earn the proposed rebate would result in

more opportunities to trade for all market participants. In addition,

the Exchange notes that market participants are free to conduct

transactions on competing venues instead if they believe other markets

offer more favorable fees and credits.

To the extent the proposed rule change continues to attract greater

volume and liquidity by encouraging Floor Brokers to increase their

options volume on the Exchange in an effort to earn the proposed

rebate, the Exchange believes the proposed changes would improve the

Exchange's overall competitiveness and strengthen its market quality

for all market participants. Against the backdrop of the competitive

environment in which the Exchange operates, the proposed rule change is

a reasonable attempt by the Exchange to increase the depth of its

market and improve its market share relative to its competitors.

The Proposed Rule Change Is an Equitable Allocation of Credits and Fees

The Exchange believes the proposed rule change is an equitable

allocation of its fees and credits because the proposed rebate is based

on the amount and type of business transacted on the Exchange, and

Floor Brokers can try to earn the proposed rebate, or not. The Exchange

also believes that the proposed change to the fee applicable to Market

Maker Manual transactions in non-Penny issues is equitable because it

is designed to balance costs associated with encouraging increased

execution opportunities on the Trading Floor, and an increase in such

orders would in turn enhance trading opportunities for all market

participants. In addition, the proposed fee is within the range of fees

currently applicable to transactions by Market Makers and other market

participants in non-Penny issues. The Exchange also believes that the

proposed rebate to Floor Brokers is an equitable allocation of fees and

credits because it is intended to support Floor Brokers' role in

facilitating the execution of Manual orders, which function benefits

all market participants on the Trading Floor.

Moreover, the proposal is designed to incent participation on the

Trading Floor in an effort to make the Exchange a primary execution

venue and to attract more Manual transactions to the Exchange. To the

extent that the proposed change attracts more Floor Broker orders to

the Exchange, this increased order flow would continue to make the

Exchange a more competitive venue for, among other things, order

execution. Thus, the Exchange believes the proposed rule change would

improve market quality for all market participants on the Exchange and,

as a consequence, attract more order flow to the Exchange thereby

improving market-wide quality and price discovery.

The Proposed Rule Change Is Not Unfairly Discriminatory

The Exchange believes it is not unfairly discriminatory to modify

the fee applicable to Market Maker Manual transactions in non-Penny

issues because the proposed change would apply to all Market Maker

orders equally, and as discussed above, the Exchange believes it is not

unfairly discriminatory to incent order flow to the Exchange, which

would enhance liquidity on the Exchange to the benefit of all market

participants. The Exchange also believes that the proposed rebate

payable to Floor Brokers for a Manual order that trades with a Market

Maker order on the Trading Floor is not unfairly discriminatory because

it would be available to all similarly situated market participants on

an equal and non-discriminatory basis. The Exchange further believes

that the proposed rebate available to Floor Brokers is not unfairly

discriminatory to other market participants because it is intended to

encourage the role performed by Floor Brokers in facilitating the

execution of orders via open outcry, a function which the Exchange

wishes to support for the benefit of all market participants. In

addition, although the proposed change would increase the fee

applicable to Market Maker Manual transactions in non-Penny issues, the

Exchange notes that the amount of the proposed fee is within the range

of fees currently applicable to transactions by Market Makers and other

market participants in non-Penny issues and believes that Market Makers

would not be discouraged from continuing to participate actively on the

Trading Floor and would benefit from increased Manual order flow,

including from Floor Brokers seeking to earn the proposed rebate, as a

result of the proposed change. To the extent that this increased order

flow attracts order flow from other market participants to the Trading

Floor, the proposed rule change would improve market quality and

promote additional trading opportunities for all market participants on

the Exchange.

Finally, the Exchange believes that it is subject to significant

competitive forces, as described below in the Exchange's statement

regarding the burden on competition.

B. Self-Regulatory Organization's Statement on Burden on Competition

In accordance with Section 6(b)(8) of the Act, the Exchange does

not believe that the proposed rule change would impose any burden on

competition that is not necessary or appropriate in furtherance of the

purposes of the Act. Instead, as discussed above, the Exchange believes

that the proposed changes would encourage the submission of additional

liquidity to a public exchange, thereby promoting market depth, price

discovery and transparency and enhancing order execution opportunities

for all market participants. As a result, the Exchange believes that

the proposed change furthers the Commission's goal in adopting

Regulation NMS of fostering integrated competition among orders, which

promotes ``more efficient pricing

[[Page 33851]]

of individual stocks for all types of orders, large and small.'' \12\

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\12\ See Reg NMS Adopting Release, supra note 8, at 37499.

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Intramarket Competition. The proposed change is designed to attract

additional order flow to the Exchange. The Exchange believes that the

proposed change to Market Maker fees for Manual transactions in non-

Penny issues, and the proposed rebate payable to the Floor Broker

orders that trade against Market Maker orders on the Trading Floor

would encourage Floor Broker Manual order flow and would not

disincentivize Market Maker activity on the Trading Floor. Greater

liquidity benefits all market participants on the Exchange and

increased order flow would increase opportunities for execution of

other trading interest. The proposed changes would apply and be

available to all similarly situated market participants that execute

Manual transactions on the Trading Floor, and, accordingly, the

proposed changes would not impose a disparate burden on competition

among market participants on the Exchange.

Intermarket Competition. The Exchange operates in a highly

competitive market in which market participants can readily favor one

of the other 17 competing options exchanges if they deem the Exchange's

fee levels to be excessive. In such an environment, the Exchange must

continually adjust its fees to remain competitive with other exchanges

and to attract order flow to the Exchange. 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 trades.\13\ Therefore, currently no exchange

possesses significant pricing power in the execution of multiply-listed

equity and ETF options order flow. More specifically, in March 2026,

the Exchange had 9.86% market share of executed volume of multiply-

listed equity and ETF options trades.\14\

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\13\ The OCC publishes options and futures volume in a variety

of formats, including daily and monthly volume by exchange,

available here: https://www.theocc.com/Market-Data/Market-Data-Reports/Volume-and-Open-Interest/Monthly-Weekly-Volume-Statistics .

\14\ Based on a compilation of OCC data for monthly volume of

equity-based options and monthly volume of equity-based ETF options,

see id., the Exchange's market share in equity-based options

increased from 6.83% for the month of March 2025 to 9.86% for the

month of March 2026.

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The Exchange believes that the proposed rule change reflects this

competitive environment because it modifies the Exchange's fees in a

manner designed to continue to incent participants on the Trading Floor

to direct trading interest to the Exchange, to provide liquidity and to

attract additional order flow. To the extent that Floor Brokers are

encouraged to utilize the Exchange as a primary trading venue for all

transactions, all Exchange market participants stand to benefit from

the improved market quality and increased opportunities for price

improvement. The Exchange notes that it operates in a highly

competitive market in which market participants can readily favor

competing venues. In such an environment, the Exchange must continually

review, and consider adjusting, its fees and credits to remain

competitive with other exchanges. For the reasons described above, the

Exchange believes that the proposed rule change reflects this

competitive environment.

C. Self-Regulatory Organization's Statement on Comments on the Proposed

Rule Change Received From Members, Participants, or Others

No written comments were solicited or received with respect to the

proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for

Commission Action

The foregoing rule change is effective upon filing pursuant to

Section 19(b)(3)(A) \15\ of the Act and subparagraph (f)(2) of Rule

19b-4 \16\ thereunder, because it establishes a due, fee, or other

charge imposed by the Exchange.

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\15\ 15 U.S.C. 78s(b)(3)(A).

\16\ 17 CFR 240.19b-4(f)(2).

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At any time within 60 days of the filing of such 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 shall institute proceedings under

Section 19(b)(2)(B) \17\ of the Act to determine whether the proposed

rule change should be approved or disapproved.

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\17\ 15 U.S.C. 78s(b)(2)(B).

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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-NYSEAMER-2026-44 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-NYSEAMER-2026-44. 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-NYSEAMER-2026-44 and should be submitted

on or before June 25, 2026.

For the Commission, by the Division of Trading and Markets,

pursuant to delegated authority.\18\

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\18\ 17 CFR 200.30-3(a)(12).

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Sherry R. Haywood,

Assistant Secretary.

[FR Doc. 2026-11141 Filed 6-3-26; 8:45 am]

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