Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”),^[1] and Rule 19b-4 thereunder,^[2] notice is hereby given that on July 14, 2026, MEMX LLC (“MEMX” 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 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 is filing with the Commission a proposed rule change to amend the Exchange's fee schedule applicable to Members ^[3] (the “Fee Schedule”) pursuant to Exchange Rules 15.1(a) and (c) to establish the rate of the Options Regulatory Fee (“ORF”) that will be effective immediately. Specifically, the Exchange proposes to amend the MEMX Options Fee Schedule (“Options Fee Schedule”) to establish the ORF rate under the new methodology for assessment and collection of ORF for transactions that occur on the Exchange (“On Exchange ORF”).^[4] Additionally, the Exchange is proposing to make certain non-substantive amendments to the Options Fee Schedule in the rule text that describes the ORF collection methodology. The text of the proposed rule change is provided in Exhibit 5.

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. ( printed page 46495)

A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

1. Purpose

As noted above, the Exchange previously filed the New ORF Methodology Filing, establishing the On-Exchange ORF.^[5] Additionally, pursuant to a separate rule filing, the current ORF rate of $0.0015 per contract side will sunset as of June 30, 2026.^[6] At this time, the Exchange proposes to establish an ORF rate under the new On-Exchange ORF methodology. The Exchange previously filed this proposal on June 30, 2026 (SR-MEMX-2026-19) (the “Initial Proposal”). The Exchange has withdrawn the Initial Proposal and replaced the proposal with the current filing (SR-MEMX-2026-21).

With this proposal, effective immediately, the ORF rate under the new methodology will be $0.0200 per contract side. The amount of the proposed fee is based on historical industry volume, projected volumes on the Exchange, and projected Exchange regulatory costs. The Exchange's proposed ORF should balance the Exchange's regulatory revenue against the anticipated regulatory costs. As is the case today, the Exchange will notify Members via a Regulatory Notice of any change in the amount of the fee at least 30 calendar days prior to the effective date of the change. The Exchange also proposes to codify this practice in the Options Fee Schedule. In this case, the Exchange issued a Regulatory Notice on May 29, 2026, indicating the proposed rate change for July 1, 2026.^[7] Additionally, the Exchange proposes certain non-substantive amendments to the Options Regulatory Fee section of the Options Fee Schedule, including deleting the text providing “The ORF is not assessed on outbound linkage trades.”

Background

As detailed in the New ORF Methodology Filing, effective July 1, 2026, the Exchange will assess ORF for options transactions cleared by the Options Clearing Corporation (“OCC”) in the “customer” ^[8] range, however ORF would be assessed to each Exchange Member ^[9] for executions that occur on MEMX Options. Specifically, the ORF would be collected by OCC on behalf of the Exchange from Members and Non-Members for all customer transactions executed on MEMX Options. ORF would be assessed and collected on all [sic] ultimately cleared customer contracts, taking into account adjustments for CMTA that were provided to the Exchange on the same day as the trade. Further, the Exchange would bill ORF according to the clearing instructions provided on the execution. More specifically, the Exchange proposes to assess ORF based on the clearing instruction provided on the execution on the trade date and would not take into consideration CMTA changes or transfers that occur at OCC.^[10]

Proposal

The Exchange now proposes to amend the Options Fee Schedule to establish the rate of the ORF under the new On-Exchange ORF methodology. With this proposal, effective immediately, the ORF rate under the new methodology will be $0.0200 per contract side. The proposed ORF rate is based on the new On-Exchange methodology, as described in further detail above. With this proposal, the Exchange will endeavor to ensure that ORF regulatory revenue generated from ORF will not exceed 75% of its options regulatory costs. As is the case today, the Exchange will notify Members via a Regulatory Notice of any change in the amount of the fee at least 30 calendar days prior to the effective date of the change. In this case, the Exchange issued a Regulatory Notice on May 29, 2026, indicating the proposed rate change for July 1, 2026.^[11]

The ORF is designed to recover a material portion of the costs to the Exchange of the supervision and regulation of Members' customer options business, including performing routine surveillances and investigations, as well as policy, rulemaking, interpretive and enforcement activities. The Exchange believes that revenue generated from the 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. Regulatory costs include direct regulatory expenses and certain indirect expenses for work allocated in support of the regulatory function. The direct expenses include in-house and third-party service provider costs to support the day-to-day regulatory work such as surveillance, investigations and examinations. The indirect expenses include support from personnel in such areas as human resources, legal, information technology, facilities and accounting as well as shared costs necessary to operate the Exchange and to carry out its regulatory function, such as hardware, data center costs and connectivity. The Exchange acknowledges that these indirect expenses are also allocated towards other business operations, such as providing connectivity and market data services, for which the Exchange has also conducted a cost-based analysis. As such, when analyzing the indirect expenses associated with its regulatory program, the Exchange did not double-count any expenses, but instead, allocated a portion of the cost not already allocated to other fees imposed by the Exchange. Indirect expenses are anticipated to be approximately 20% of the total regulatory costs for 2026. Thus, direct expenses are anticipated to be approximately 80% of the total regulatory costs for 2026. The Exchange notes that its regulatory responsibilities with respect to Member compliance with options sales practice rules have been allocated to the Financial Industry Regulatory Authority (“FINRA”) under a 17d-2 Agreement. The ORF is not designed to cover the cost of options sales practice regulation. Finally, the Exchange notes that it takes into account all regulatory sources of funding, including fines collected by the Exchange in connection with disciplinary matters, when determining the appropriate ORF rate.

The Exchange will 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. More specifically, the Exchange will ensure that revenue ( printed page 46496) generated from ORF not exceed 75% of total annual regulatory costs. The Exchange will monitor 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, the Exchange will adjust the ORF by submitting a fee change filing to the Commission. As noted previously, the Exchange will notify Members of adjustments to the ORF via Regulatory Notice at least 30 calendar days prior to the effective date of the change and has proposed to codify this practice in its Options Fee Schedule.

Lastly, the Exchange also proposes to amend the Options Regulatory Fee section of the Options Fee Schedule by re-organizing the existing bulleted information into paragraph format, and deleting the text providing, “The ORF is not assessed on outbound linkage trades.” In light of the On-Exchange ORF methodology, which by definition only applies to transactions that occur on the Exchange, the Exchange is proposing to delete text relating to outbound linkage trades to reduce potential investor confusion.

2. Statutory Basis

The Exchange believes that its proposal to amend its Fee Schedule is consistent with Section 6(b) of the Act ^[12] in general, and furthers the objectives of Section 6(b)(4) of the Act ^[13] in particular, in that it is an equitable allocation of reasonable dues, fees, and other charges among its members and issuers and other persons using its facilities. The Exchange also believes the proposal furthers the objectives of Section 6(b)(5) of the Act ^[14] in that it is designed to promote just and equitable principles of trade, 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 and is not designed to permit unfair discrimination between customers, issuers, brokers and dealers.

The Exchange believes that establishing an ORF in the amount of $0.0200 is reasonable, equitable, and not unfairly discriminatory because the rate was set commensurate with regulatory costs and thus would help ensure that revenue collected from the ORF under the new methodology, in combination with other regulatory fees and fines, would help offset, but not exceed, the Exchange's total regulatory costs. As discussed, the Exchange has designed the ORF, and the proposed ORF rate, to generate revenues that would not exceed 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 business side. The Exchange believes further that the proposed ORF rate is 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 it is equitable and not unfairly discriminatory to assess the proposed ORF rate 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 Members who clear in the Firm and Market Maker range, are generally subject to other Exchange fees, fines and obligations. In addition, Market Makers in particular are subject to various quoting and other obligations to ensure 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 better manager [sic] their costs more effectively thus enabling them to better allocate resources toward technology, risk management, and capacity to ensure continued liquidity provision.

The Exchange believes the proposed ORF is equitable and not unfairly discriminatory because it is objectively allocated to Members in that it is charged to all Members on all their transactions that occur on the Exchange and clear as customer at the OCC. Moreover, the Exchange believes the ORF ensures fairness by assessing fees to those Members that require more 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 Member) 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 ORF is designed to recover a material portion of the costs of supervising and regulating Members' customer options business including performing routine surveillances and investigations, as well as policy, rulemaking, interpretive, and enforcement activities. The Exchange will 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 has designed the ORF to generate revenues that, when combined with all of the Exchange's other regulatory fees, will be less than 75% of the Exchange's regulatory costs, which is consistent with the Exchange's by-laws that state in Section 17.4(b): “[a]ny Regulatory Funds shall not be used for non-regulatory purposes or distributed, advanced or allocated to any Company Member, but rather, shall be applied to fund regulatory operations of the Company (including surveillance and enforcement activities) . . .”.^[15] In this regard, the Exchange believes that the amount of the fee is reasonable.

Lastly, the Exchange is also proposing to amend the Options Regulatory Fee section of the Options Fee Schedule to reorganize bulleted text into a paragraph format, to codify its practice of notifying Members of any change in the amount of the fee at least 30 calendar days prior to the effective date of the change, and to delete the text providing, “The ORF is not assessed on outbound linkage trades.” The Exchange believes the proposed changes are reasonable and appropriate because they result in a clearer presentation of information and reduce potential investor confusion.

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 will not create an unnecessary or inappropriate intra-market burden on competition because the ORF will apply to all customer activity on the Exchange and is designed to enable the Exchange to recover a material portion of the Exchange's cost related to its regulatory activities. This proposal will not create an unnecessary or inappropriate inter-market burden on competition because it will be a regulatory fee that supports regulation and customer protection 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 Exchange also does not believe the proposed change to amend the Options Regulatory Fee section of the Options Fee Schedule to reorganize certain information, codify its practice ( printed page 46497) of notifying Members of any change in the amount of the fee at least 30 calendar days prior to the effective date of the change, and delete text relating to outbound linkage trades will have any unnecessary or inappropriate burden on competition because this change will apply equally to all Members, and seeks to correct the Options Fee Schedule and reduce potential investor confusion.

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 ^[16] and paragraph (f) of Rule 19b-4 ^[17] 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-MEMX-2026-21 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-MEMX-2026-21. 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-MEMX-2026-21 and should be submitted on or before August 13, 2026.