Pursuant to Section 19(b)(1) ^[1] of the Securities Exchange Act of 1934 (the “Act”) ^[2] and Rule 19b-4 thereunder,^[3] notice is hereby given that, on July 17, 2026, the Investors Exchange LLC (“IEX” or the “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 self-regulatory organization. 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

Pursuant to the provisions of Section 19(b)(1) under the Act,^[4] and Rule 19b-4 thereunder,^[5] the Exchange is filing with the Commission a proposed rule change to amend the IEX Fee Schedule (“Fee Schedule”), pursuant to IEX Rules 15.110(a) and (c), to establish an external distribution rebate that data subscribers may earn by enlisting new external data subscribers of IEX market data products.

Changes to the Fee Schedule pursuant to this proposal are effective upon filing,^[6] and will be operative beginning on September 1, 2026.

The text of the proposed rule change is available at the Exchange's website at https://www.iexexchange.io/​resources/​regulation/​rule-filings and at the principal office of the Exchange.

II. Self-Regulatory Organization's Statement of the Purpose of, and the 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 these statements may be examined at the places specified in Item IV below. The self-regulatory organization 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 the Market Data Fees section of the Fee Schedule ^[7] to establish an external distribution rebate for Data Subscribers ^[8] who distribute Real-Time IEX market data ^[9] to new External Data Subscribers.^[10] As proposed, the rebate would be available for a Data Subscriber that distributes IEX market data products (referred to herein as a “Data Redistributor”) to a new External Data Subscriber(s). The proposed external distribution rebate would be equal to 75% of the subscription fees paid to IEX by the new External Data Subscriber(s) enlisted by the Data Redistributor. The purpose of the proposed rebate is to incentivize Data Redistributors to enlist new External Data Subscribers and thereby increase distribution of IEX market data products.

IEX offers three Real-Time market data products: (i) DEEP+, an uncompressed data feed of order-by-order depth of book quotations for all displayed orders resting on the Order Book at each price level, and execution information ( i.e., last sale information) for executions on the Exchange; ^[11] (ii) DEEP, an uncompressed data feed that provides aggregated depth of book quotations for all displayed orders resting on the Order Book at each price level and execution information ( i.e., last sale information) for executions on the Exchange; ^[12] and (iii) TOPS, an uncompressed data feed that provides aggregated top of book quotations for all displayed orders resting on the Order Book and execution information ( i.e., last sale information) for executions on the Exchange.^[13]

As proposed, a Data Redistributor would be eligible to receive a rebate of 75% of the amount of subscription fees paid to IEX by any new External Data Subscriber that begins to subscribe to one or more Real-Time IEX market data products through the Data Redistributor. The Data Redistributor would be eligible to earn the proposed external distribution rebate starting the first full month of the new External Data Subscriber's subscription. The proposed rebate would apply to the subscriptions of new External Data Subscribers who, as of July 1, 2026, were not entitled to receive Real-Time IEX market data products and would not apply to a Data Subscriber's existing Data Subscriber customers.^[14]

The Data Redistributor would report to IEX on a monthly basis any new External Data Subscribers that began subscribing to a particular IEX market data product through the Data Redistributor during the previous month.^[15] A Data Subscriber wishing to participate in the proposed external distribution rebate would opt into the program via an updated Exhibit A (Data Request Form) to the IEX Data Subscriber Agreement, and each new External Data Subscriber would be required to execute the IEX Data Subscriber Agreement.

As proposed, the rebate would expire on the earlier of (a) the termination of an External Data Subscriber's applicable subscription, or (b) August 31, 2028 (two years from the commencement of the proposed external distribution rebate program).^[16]

The proposed rebate would work as follows. Assume for illustrative purposes that a Data Redistributor enlists the following External Data Subscribers over a period of two months:

In the above example, the Data Redistributor would be eligible for a rebate of $4,500 for the month of September (September would be the first full month of the rebate which is 75% of the $3,500 DEEP+ subscription and the $2,500 DEEP subscription). The Data Redistributor would be eligible for a rebate of $7,500 for the month of October ($4,500 recurring rebate from September subscriptions plus a $3,000 rebate (75% of the $4,000 in new subscriptions—TOPS $500 and DEEP+ $3,500—that began in October)).^[17]

Other exchanges currently offer or have offered similar credit or fee waiver programs designed to incentivize distributors to build external distribution networks and enlist new subscribers for their proprietary market data feeds.^[18] The Exchange's proposed external distribution rebate is similar to the Cboe exchanges' fee waiver program for new external distributors except that their fee waivers are limited by the amount of the distributor's own external distributor fees. Instead, as proposed, the amount of IEX's proposed external distribution rebate would not be so limited but rather would be based on fees paid to IEX by new External Data Subscribers enlisted through the Data Redistributor.

IEX believes that it is appropriate to enable the external distribution rebate to result in a rebate payment to the Data Redistributor in order to provide a strong incentive to expand the distribution of IEX market data products by offering a share in the economics of the new subscriptions in the form of a rebate. As discussed below, the Exchange notes that rebate payments are common for exchanges.

In general, the Exchange believes that exchanges, in setting fees of all types, should meet very high standards of transparency to demonstrate why each new fee or fee increase meets the Exchange Act requirements. The Exchange believes this high standard is especially important when an exchange imposes fees for market participants to access an exchange's marketplace. The Exchange believes the proposed rebate is reasonable when compared with similar fee waivers and credits offered by other equities exchanges. As described in the Statutory Basis section, the proposed external distribution rebate is comparable to similar credits and fee waivers offered by other equities exchanges.

The Exchange plans to implement the proposed fee change on September 1, 2026, subject to effectiveness of this proposed rule change. In order to provide advance notice and allow market participants time to prepare for the proposed rebate program, the Exchange plans to announce the planned implementation at least 30 days in advance of September 1, 2026.

Accordingly, the Exchange proposes to amend the Market Data Fees section of the IEX Fee Schedule as follows:

• Add the defined term “External Data Subscriber” (defined in the IEX Data Subscriber Agreement) to the Definitions section to provide clarity on the scope of the proposed external distribution rebate:

○ The term “External Data Subscriber” means any Person who (i) receives IEX Market Data from a Data Subscriber via Uncontrolled Distribution, and (ii) is not a Data User or Affiliate of such Data Subscriber.

• Add a new section entitled “External Distribution Rebate” with the following description:

Each Data Subscriber of Real-Time IEX market data products will be eligible to receive an External Distribution Rebate of 75% of the amount of subscription fees paid to IEX by any new External Data Subscriber that begins to subscribe to one or more Real-Time IEX market data products through such Data Subscriber. Each Data Subscriber will be eligible to earn the External Distribution Rebate starting the first full month of any new External Data Subscriber's subscription to any Real-Time IEX market data product. To qualify for the External Distribution Rebate, a Data Subscriber must opt into the program via an updated Exhibit A (Data Request Form) to the IEX Data Subscriber Agreement, report monthly to IEX any new External Data Subscribers that began subscribing to a particular Real-Time IEX market data product through the Data Subscriber during the previous month, and each new External Data Subscriber must execute the IEX Data Subscriber Agreement. Only External Data Subscribers who, as of July 1, 2026, were not entitled to receive Real-Time IEX market data products will be eligible to be counted. The External Distribution Rebate does not apply to a Data Subscriber's existing External Data Subscriber customers. The External Distribution Rebate shall automatically expire on the earlier of (a) the termination of an External Data Subscriber's applicable subscription, or (b) August 31, 2028.

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with the provisions of Section 6(b) ^[19] of the Act in general and furthers the objectives of Section 6(b)(4) ^[20] of the Act, in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees and other charges among its Members and other recipients of Exchange market data products. The Exchange also believes that the proposed rule change is designed to promote just and equitable principles of ( printed page 47295) trade, will not be unfairly discriminatory, and is consistent with the objectives of Section 6(b)(5) ^[21] of the Act.

The Exchange believes that the proposed rule change is equitable and not unfairly discriminatory because the external distribution rebate would be available to any Data Subscriber that distributes IEX's market data products to new customers. As such, the proposed external distribution rebate is narrowly tailored to increase external distribution of IEX market data and attract new External Data Subscribers. The Exchange believes that the proposed external distribution rebate will not only lower the effective costs for Data Redistributors who successfully enlist new External Data Subscribers by defraying the costs of their own subscription fees but will also potentially reward them with rebates exceeding the amount of fees owed for the Data Redistributor's own subscription to IEX market data feeds. The Exchange believes the proposed external distribution rebate is reasonably designed because the amount of the rebate will ultimately be a function of the ability of a Data Redistributor to enlist new External Data Subscribers for IEX market data products.

Similarly, the Exchange believes it is reasonable that the proposed rebate is not available to Data Subscribers who distribute IEX market data products internally to their own users or to existing subscribers of IEX market data products because such distribution would not increase the number of External Data Subscribers or expand the distribution of IEX market data to new customers.^[22] As such, the proposed rebate is not based on the type of Data Subscriber but on the business model as determined by the Data Redistributor.

In addition, IEX believes that it is reasonable to condition eligibility for the 75% rebate to the subscriptions of those downstream customers of Data Redistributors that, as of July 1, 2026, were not entitled to receive Real-Time IEX market data. This clarifies which downstream customers are eligible to be new External Data Subscribers, and is consistent with the Exchange's launch of the program.

Furthermore, the Exchange believes that the proposed rule change is consistent with charging fees that are reasonable, fair, and equitable, and not unfairly discriminatory because the proposed rule change does not alter the level of fees that the Exchange currently charges for Real-Time market data products. The proposed external distribution rebate would apply equally to all Data Subscribers that are eligible for the rebate.

In addition, the Exchange believes that the proposed rule change is consistent with Section 11A of the Exchange Act ^[23] in that it is designed to facilitate the economically efficient execution of securities transactions, fair competition among brokers and dealers, exchange markets and markets other than exchange markets, and the practicability of brokers executing investors' orders in the best market. As noted above, the proposed external distribution rebate is designed to expand access to IEX market data to a broader range of users and thereby supports the economically efficient execution of securities transactions on IEX.

As discussed in the Purpose section, other exchanges have similar credits or fee waiver programs designed to incentivize external distribution of market data products.^[24] Although other exchanges that offer such credits or fee waiver programs cap such credits or waivers at the amount of fees payable by the upstream distributor, IEX does not believe this difference is material in that it merely reflects a difference in degree rather than substance. And IEX notes that exchanges routinely provide rebate payments to their members with respect to transaction fees. Thus, the Exchange does not believe that the proposed rule change raises any new or novel issues not already considered by the Commission. For the foregoing reasons, the Exchange believes that the proposed rule change is consistent with charging fees that are reasonable, fair, equitable, and not unfairly discriminatory.

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

The Exchange does not believe that the proposed rule change will result in any burden on intramarket or intermarket competition that is not necessary or appropriate in furtherance of the purposes of the Act.

The Exchange does not believe that the proposed rule change will impose any burden on intermarket competition that is not necessary or appropriate in furtherance of the purposes of the Act. To the contrary, the proposal is designed to enhance the Exchange's competitiveness by incentivizing Data Redistributors to enlist new External Data Subscribers and increase distribution of IEX market data products, thereby expanding access to IEX market data. Other exchanges are free to offer similar external distribution rebates to compete with the Exchange's offering, subject to the Commission's rule filing process.

Further, the Exchange believes that the proposed rebate program does not impose a burden on intramarket competition that is not necessary or appropriate in furtherance of the purposes of the Act because all Data Subscribers are eligible for the proposed rebate. The proposed rebate is not based on the type of Data Subscriber but on their respective business models as determined by the Data Redistributor.

C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others

Written comments were neither solicited nor received.

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)(ii) ^[25] of the Act.

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 under Section 19(b)(2)(B) ^[26] of the Act 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-IEX-2026-22 on the subject line. ( printed page 47296)

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-IEX-2026-22. 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-IEX-2026-22 and should be submitted on or before August 18, 2026.