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 June 29, 2026, Cboe C2 Exchange, Inc. (the “Exchange” or “C2”) 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.

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

The Exchange proposes to amend its Fees Schedule relating to the Options Regulatory Fee (“ORF”). 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/​options/​regulation/​rule_​filings/​ctwo/​), 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 Statutory Basis for, the Proposed Rule Change

1. Purpose

On December 2, 2025, the Exchange adopted a new methodology for the assessment and collection of an On-Exchange ORF whereby ORF is assessed by the Exchange only for options transactions that occur on the Exchange that clear in the customer ^[3] range at The Options Clearing Corporation (“OCC”).^[4] In its filing, the Exchange set forth a July 1, 2026 implementation date for the new methodology. The Exchange proposes to increase ORF from $0.0003 per contract under the current method that assesses ORF to all customer range transactions regardless of the Exchange on which it occurs to $0.01417 per contract under the new method that assesses ORF to all customer range transactions that occur on the Exchange only, effective July 1, 2026.^[5] The Exchange is also proposing nonsubstantive changes to the fees schedule to clarify its description of ORF and delete outdated language.

Beginning July 1, 2026, ORF will be assessed to only Exchange transactions that would clear in the customer range at OCC. The ORF is collected by OCC on behalf of the Exchange from the Clearing Trading Permit Holder (“CTPH”) that was the clearing firm for the transaction or a non-TPH that was the clearing firm, where a CTPH was the executing clearing firm for the transaction. The ORF is not assessed on outbound linkage trades.^[6]

Revenues generated from ORF, when combined with all of the Exchange's other regulatory fees and fines, are designed to recover a material portion of the regulatory costs to the Exchange of the supervision and regulation of TPH customer options business, including performing routine surveillances, investigations, examinations, financial monitoring, and policy, rulemaking, interpretive, and enforcement activities. Regulatory costs include direct regulatory expenses ^[7] and certain indirect expenses in support of the regulatory function.^[8] Indirect expenses are estimated to be approximately 24% of the Exchange's total regulatory costs for 2026. Thus, direct expenses are estimated to be approximately 76% of total regulatory costs for 2026. In addition, it is the Exchange's practice that revenue generated from ORF not exceed more than 75% of total regulatory costs. These expectations are estimated, preliminary and may change. There can be no assurance that our final costs for 2026 will not differ materially from these expectations and prior practice; however, the Exchange believes that revenue generated from ORF, when combined with all of the Exchange's other regulatory fees and fines, will cover a material portion, but not all, of the Exchange's regulatory costs.

The Exchange monitors its regulatory costs and revenues at a minimum on a semi-annual basis. If the Exchange determines regulatory revenues exceed or are insufficient to cover a material portion of its regulatory costs in a given year, the Exchange will adjust the ORF by submitting a fee change filing to the Securities and Exchange Commission (the “Commission”). The Exchange also notifies TPHs of adjustments to the ORF via an Exchange Notice, including for the change being proposed herein.^[9] Based on the Exchange's review of regulatory costs and revenues in preparation for implementation of the new On-Exchange ORF, the Exchange is proposing to increase the amount of ORF that will be collected by the Exchange from $0.0003 per contract side on all customer range transactions regardless of the Exchange on which the transaction executed to $0.01417 per contract side for only those transactions that execute on the Exchange and clear in the customer range.

The Exchange will continue to monitor the amount of revenue collected from the ORF to ensure that it, in combination with its other regulatory fees and fines, does not exceed the Exchange's total regulatory costs.

The Exchange also proposes to delete the provision stating that the Exchange uses reports from OCC when assessing and collecting the ORF. The Exchange currently uses its own reports when assessing and collecting the ORF, so the current language is outdated.

2. Statutory Basis

The Exchange believes the proposed rule change is consistent with the Securities Exchange Act of 1934 (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 Section 6(b)(4) of the Act,^[11] which provides that Exchange rules may provide for the equitable allocation of reasonable dues, fees, and other charges among its TPHs and other persons using its facilities. 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.

The Exchange believes the proposed fee change is reasonable because it would permit the Exchange to collect revenue from the ORF, in combination with other regulatory fees and fines, in a manner that would help offset, but not exceed, the Exchange's total regulatory costs. As discussed, the Exchange has designed the ORF to generate revenues that would be less than or equal to 75% of the Exchange's regulatory costs, which is consistent with the practice across the options industry and the view of the Commission that regulatory fees be used for regulatory purposes and not to support the Exchange's business side. The Exchange determined to modify the ORF rate in conjunction with implementation of the On-Exchange ORF,^[13] a new methodology for assessment and collection of ORF, and after its review of its regulatory costs and regulatory revenues, which includes revenues from ORF and other regulatory fees and fines. When taking into account recent options volume, coupled with the anticipated regulatory fees and anticipated reductions in other regulatory fees, the Exchange believes it's reasonable to increase the ORF rate from $0.0003 per contract side on all customer range transactions regardless of the Exchange on which the transaction executed to $0.01417 per contract side for only those transactions that execute on the Exchange and clear in the customer range. Particularly, the proposed change is reasonable as it would offset the anticipated increased regulatory costs, while still not exceeding 75% of the Exchange's total regulatory costs.

As noted above, the Exchange will also continue to monitor on at least a semi-annual basis the amount of revenue collected from the ORF, even as amended, to ensure that it, in combination with its other regulatory fees and fines, does not exceed the Exchange's total regulatory costs. If the Exchange determines regulatory revenues would exceed its regulatory costs in a given year, the Exchange will reduce the ORF by submitting a fee change filing to the Commission.^[14]

The Exchange also believes the proposed change is reasonable, equitable and not unfairly discriminatory in that it is charged to all Exchange transactions that clear in the customer range at the OCC. The Exchange believes On-Exchange ORF it is fair and reasonable to assess a specific fee to those TPHs that require more Exchange regulatory services based on the amount of customer options business they conduct. Over recent years, options trading volume has increased with a growing percentage of the volume applicable to customer transactions. Customers trading on the Exchange (through a TPH) benefit from the protections of a robust regulatory program, including the maintenance of fair and orderly markets and protections against fraud and other manipulation. The Exchange believes it is equitable and not unfairly discriminatory to assess a regulatory fee to transactions that clear in the customer range to cover regulatory costs, but not to transactions clearing in the Firm or Market Maker range because CTPHs and Market Maker TPHs (who clear in the Firm and Market Maker range, respectively), as those ( printed page 44916) market participants are generally subject to other Exchange fees, fines and obligations. For example, CTPHs and Market Maker TPHs are required to pay Exchange application fees, permit fees, and connectivity fees, amongst others. In addition, all fines issued by the Exchange for regulatory infractions are assessed only to TPHs and would be applied to regulatory revenues. As with today's ORF, the Exchange expects that CTPHs from whom On-Exchange ORF is collected will pass through the fee to their customers (as the Exchange understands occurs today). In addition, Market Makers are subject to various quoting and other obligations so that they provide stable and liquid markets, which benefit all market participants including customers. Excluding Market Maker transactions from On-Exchange ORF will allow Market Makers to manage their costs more effectively thus enabling them to better allocate resources toward technology, risk management, and capacity to ensure continued liquidity provision.

In addition to the overall increase in customer-range activity, regulating customer trading activity is much more labor intensive and requires greater expenditure of human and technical resources than regulating non-customer trading activity, which tends to be more automated and less labor-intensive. For example, there are costs associated with main office and branch office examinations ( e.g., staff and travel expenses), as well as investigations into customer complaints and the terminations of registered persons. As a result, the costs associated with administering the customer component of the Exchange's overall regulatory program are materially higher than the costs associated with administering the non-customer component ( e.g., TPH proprietary transactions) of its regulatory program.^[15] While the Exchange notes that it has broad regulatory responsibilities with respect to its TPHs' activities, irrespective of where their transactions take place, the Exchange believes it is reasonable to assess the proposed fee to only those transactions occurring on the Exchange.

The Exchange also believes the proposed rule change is equitable and not unfairly discriminatory because the On-Exchange ORF model more narrowly tailors the fee to products and transactions with a direct connection to the Exchange. Today, a customer transaction may be assessed an ORF from every options exchange totaling as much as $0.023 per transaction per side.^[16] While the Exchange's proposed ORF rate under the On-Exchange ORF model of $0.01417 is higher than its current ORF rate of $0.0003 under the current model, beginning July 1, 2026, the Exchange understands all U.S. options exchanges will implement a similar on-exchange model, and ORF rates may decrease for individual transactions overall because the proposed On-Exchange ORF will avoid overlapping ORFs that would otherwise be assessed by the Exchange and other options exchanges that also assess an ORF. Beginning July 1, 2026, transactions that would clear in the customer range occurring on other exchanges would no longer be subject to an ORF assessed by the Exchange.

The Exchange believes the proposed nonsubstantive changes to the rule text will protect investors and the public interest, as it provides additional clarity regarding how ORF is collected and deletes outdated language, but has no impact on that process and thus will have no impact on customers.

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 not necessary or appropriate in furtherance of the purposes of the Act. This proposal does not create an unnecessary or inappropriate intramarket burden on competition because ORF applies to all customer activity on the Exchange, thereby raising regulatory revenue to offset regulatory expenses. It also supplements the regulatory revenue derived from non-customer activity. The Exchange notes, however, the proposed change is not designed to address any competitive issues. Indeed, this proposal does not create an unnecessary or inappropriate intermarket burden on competition because it is a regulatory fee that supports regulation in furtherance of the purposes of the Act. The Exchange is obligated to ensure that the amount of regulatory revenue collected from the ORF, in combination with its other regulatory fees and fines, does not exceed regulatory costs.

The proposed nonsubstantive changes have no impact on competition.

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 written 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 shall institute proceedings to determine whether the proposed rule change should be approved or disapproved.

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 torule-comments@sec.gov. Please include file number SR-C2-2026-018 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-C2-2026-018. 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 ( printed page 44917) 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-C2-2026-018 and should be submitted on or before August 7, 2026.