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 1, 2026, Cboe BZX Exchange, Inc. (the “Exchange” or “BZX”) 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. ( printed page 58194) 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

Cboe BZX Exchange, Inc. (the “Exchange” or “BZX”) proposes to amend its Fee Schedule to update the definition of “Trading Platform.” 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 ( www.sec.gov/​rules/​sro.shtml), the Exchange's website ( 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 Statutory Basis for, the Proposed Rule Change

1. Purpose

The Exchange proposes to amend the definition of “Trading Platform” set forth in the Definitions section of its Fee Schedule. The existing definition enumerates three categories of execution venue—a registered National Securities Exchange, an Alternative Trading System, and an Electronic Communications Network. The Exchange now seeks to amend this definition to add an additional category—namely, a similar order-matching execution venue or decentralized platform (including blockchain-based or tokenized environments)—so that the term also captures other venues that perform functionally equivalent order-matching and execution. The current and proposed amended definitions are set forth below.

Current Definition: “A Trading Platform is any execution platform operated as or by a registered National Securities Exchange (as defined in Section 3(a)(1) of the Exchange Act), an Alternative Trading System (as defined in Rule 300(a) of Regulation ATS), or an Electronic Communications Network (as defined in Rule 600(b)(23) of Regulation NMS).”

Proposed Amended Definition: “A Trading Platform is any execution platform operated as or by a registered National Securities Exchange (as defined in Section 3(a)(1) of the Exchange Act), an Alternative Trading System (as defined in Rule 300(a) of Regulation ATS), an Electronic Communications Network (as defined in Rule 600(b)(23) of Regulation NMS), or a similar order-matching execution venue or decentralized platform (including blockchain-based or tokenized environments).”

The change is intended to capture changes in the evolving landscape of market structure and trading technology, including the increasing use of functionally equivalent order-matching venues that operate outside the three enumerated categories. For example, under the current definition, a platform operated as or by a registered National Securities Exchange, an Alternative Trading System, or an Electronic Communications Network plainly constitutes a Trading Platform and is thus subject to the applicable fees associated with a Trading Platform.^[3] However, a functionally equivalent order-matching venue that performs the same execution function—such as a single-dealer platform that internalizes and/or facilitates execution of client order flow, or a decentralized or tokenized order-matching venue—may not clearly fall within the current enumerated categories, despite performing the same order-matching and execution venues as the enumerated venues. To facilitate more consistent and equitable outcomes across functionally equivalent venues, the Exchange proposes to add this language so that “Trading Platform” better covers the intended scope of execution venues.

The Exchange notes that the phrase “similar order-matching execution venue” is intended to be construed broadly and is not limited to blockchain-based or tokenized platforms. Rather, it is intended to encompass any functionally equivalent order-matching venue, including, for example, a single-dealer platform that internalizes and/or facilitates execution of client order flow. The parenthetical reference to blockchain-based or tokenized environments is illustrative of the types of emerging venues the amended definition is intended to reach and is not intended to limit the scope of the broader category.

The intent of this revised definition is not to introduce a new or novel concept; it is instead intended to provide further clarity as to the scope of “Trading Platform,” with new and emerging execution technologies in mind. The Exchange notes that this update better aligns itself with the ongoing evolution of market structure and industry practice.^[4]

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.^[5] Specifically, the Exchange also believes the proposed rule change is consistent with Section 6(b)(4) of the Act,^[6] which requires that Exchange rules provide for the equitable allocation of reasonable dues, fees, and other charges among its Members and other persons using its facilities. Additionally, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) ^[7] requirement that the rules of an exchange not be designed to permit unfair discrimination between customers, issuers, brokers, or dealers.

In particular, the proposed definition change is designed to provide for the equitable allocation of reasonable dues, fees, and other charges among its Members and other persons using its facilities. The change is intended to capture changes in the evolving landscape of market structure and trading technology, and to ensure that the term “Trading Platform” is applied consistently and comprehensively to functionally equivalent order-matching venues, regardless of the underlying technology or business model. As noted above, the amended definition is intended to reach any functionally equivalent order-matching execution venue—including, for example, a single-dealer platform that internalizes order flow, as well as decentralized or tokenized order-matching venues. By ( printed page 58195) ensuring that similar venues are treated alike, the proposed definition supports the equitable allocation of fees and avoids disparate treatment of functionally equivalent venues that do not meet an existing definition. The intent of this revised definition is not to introduce a new or novel concept; it is instead intended to provide further clarity on the platforms that should be covered under the definition, with new and emerging trading technologies in mind.

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. The proposed rule change is grounded in the Exchange's efforts to compete more effectively ( e.g., by updating its definition of Trading Platform to conform with changes in the industry).^[8] As a result, the Exchange believes this proposed rule change permits fair competition among national securities exchanges.

Further, the Exchange believes that these changes will not cause any unnecessary or inappropriate burden on intramarket competition, as the revised definition applies uniformly to all market participants that meet the definition of Trading Platform, regardless of their specific business model or the technology employed by the execution venue.

Further, the proposed change to update the Trading Platform definition does not create an unnecessary or inappropriate inter-market burden on competition because it merely updates the Exchange's definitions to ensure consistency with the evolving technological landscape. Indeed, this proposal ensures that the Exchange's Fee Schedule accurately reflects the current scope of execution venues. The Exchange believes that the proposed rule change will relieve any burden on, or otherwise promote, 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 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 ^[9] and paragraph (f) of Rule 19b-4 ^[10] 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.

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 (www.sec.gov/​rules/​sro.shtml); or
• Send an email torule-comments@sec.gov. Please include file number SR-CboeBZX-2026-072 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-CboeBZX-2026-072. 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 ( 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-CboeBZX-2026-072 and should be submitted on or before October 5, 2026.