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 August 31, 2026, MIAX Sapphire, LLC (“MIAX Sapphire” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) a 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 the MIAX Sapphire Options Exchange Fee Schedule (“Fee Schedule”) to: (1) increase the per contract fee assessed to Floor Market Makers for QFO and cQFO transactions in non-Penny classes that trade against all other origins; and (2) increase the per contract Floor Broker Breakup Credit for QFO and cQFO transactions in non-Penny classes (all terms defined below).

The text of the proposed rule change is available on the Exchange's website at www.miaxglobal.com/​markets/​us-options/​miax-sapphire/​rule-filings, and at the Exchange's principal office.

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 Fee Schedule to: (1) increase the per contract fee assessed to Floor Market Makers ^[3] for Qualified Floor Order (“QFO”) ^[4] and Complex Qualified Floor Order (“cQFO”) ^[5] transactions ^[6] in non-Penny classes ^[7] that trade against all other origins; and (2) increase the per contract Floor Broker ^[8] Breakup Credit for QFO and cQFO transactions in non-Penny classes.

Background of Fees and Rebates for Transactions on the Trading Floor

The Exchange assesses fees for transactions on the Trading Floor ^[9] based on origin and provides rebates in certain situations. Currently, for Priority Customers ^[10] and Professional Customers,^[11] the Exchange does not ( printed page 58232) assess a per contract fee for QFO and cQFO transactions in SPY/QQQ/IWM, Penny classes (excluding SPY/QQQ/IWM), and non-Penny classes. The Exchange assesses a $0.25 per contract fee for QFO and cQFO transactions in SPY/QQQ/IWM, Penny classes (excluding SPY/QQQ/IWM), and non-Penny classes for Away Market Maker,^[12] Firm, and Broker-Dealer origins. The Exchange does not assess a fee for QFO and cQFO transactions in SPY/QQQ/IWM, Penny classes (excluding SPY/QQQ/IWM), and non-Penny classes for Firm and Broker-Dealer origins that are facilitating a Priority Customer or Professional Customer order. The Exchange assesses Floor Market Makers a fee of $0.50 per contract for QFO and cQFO transactions in all classes that trade against all other origins.^[13] The Exchange provides a rebate of ($0.10) per contract for QFO and cQFO transactions in SPY/QQQ/IWM, Penny classes (excluding SPY/QQQ/IWM), and non-Penny classes for Floor Broker origins on both the agency and contra sides when that side is billable. The Exchange provides a Floor Broker Breakup Credit of ($0.20) per contract for QFO and cQFO transactions in SPY/QQQ/IWM, Penny classes (excluding SPY/QQQ/IWM), and non-Penny classes.^[14] The Exchange also assesses lower fees for Away Market Maker Facilitation transactions based on the monthly percentage of order volume that is broken up and depending on whether certain volume thresholds are met for each qualifying QFO or cQFO. The Away Market Maker Facilitation rates apply to any Trading Floor transaction where a Member firm Away Market Maker directs a paired order to the Trading Floor, where the agency order is a customer of the affiliated Member firm, and where the contra-side of the transaction is the Away Market Maker of the Member firm.^[15]

Proposal To Increase the Floor Market Maker Fee for QFO and cQFO Transactions in Non-Penny Classes

The Exchange proposes to amend the table of QFO and cQFO fees and rebates in section 1)c)i) of the Fee Schedule to increase the fee assessed to Floor Market Makers for QFO and cQFO transactions in non-Penny classes that trade against all other origins. Currently, the Exchange assesses Floor Market Makers a fee of $0.50 per contract for QFO and cQFO transactions in non-Penny classes that trade against all other origins. The Exchange now proposes to assess Floor Market Makers a fee of $0.94 per contract for QFO and cQFO transactions in non-Penny classes that trade against all other origins. The purpose of this change is for business and competitive reasons. The Exchange believes that even with the proposed increased fee, the Exchange's transaction fees for Floor Market Makers will remain competitive with the fees assessed by other equity options exchanges that offer trading floors for transactions by their market makers in non-penny classes when trading against all other origins.^[16]

Proposal To Increase the Floor Broker Breakup Credit for QFO and cQFO Transactions in Non-Penny Classes

Next, the Exchange proposes to amend the table of QFO and cQFO fees and rebates in section 1)c)i) of the Fee Schedule to increase the per contract Floor Broker Breakup Credit for QFO and cQFO transactions in non-Penny classes. Currently, the Exchange provides a Floor Broker Breakup Credit of ($0.20) per contract for QFO and cQFO transactions in SPY/QQQ/IWM, Penny classes (excluding SPY/QQQ/IWM), and non-Penny classes. The Exchange now proposes to increase the Floor Broker Breakup Credit to ($0.25) per contract for QFO and cQFO transactions in non-Penny classes. The purpose of this change is for business and competitive reasons. The Exchange believes this change may encourage additional Floor Broker liquidity in non-Penny Classes. Additional liquidity in non-Penny classes may benefit all market participants because it will attract additional liquidity to the Exchange by providing more trading opportunities. Further, additional liquidity helps contribute to a robust trading environment on the Exchange's Trading Floor, particularly as it continues to ramp up operations, having launched only a year ago.

The proposed changes are effective beginning September 1, 2026.

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,^[17] in general, and furthers the objectives of Section 6(b)(5) of the Act,^[18] in particular, in that it is not designed to permit unfair discrimination among customers, brokers, or dealers. The Exchange also believes that its proposal is consistent with Section 6(b)(4) of the Act ^[19] because it represents an equitable allocation of reasonable dues, fees and other charges among its Members or issuers using its facilities.

Proposal To Increase the Floor Market Maker Fee for QFO and cQFO Transactions in Non-Penny Classes

The Exchange believes the proposal to amend the Floor Market Maker origin to increase the fee to $0.94 per contract for QFO and cQFO transactions in non-Penny classes is reasonable, equitably allocated, and not unfairly discriminatory because, even with the proposed increase, the Exchange believes the proposed fee will not discourage Floor Market Maker order flow. The Exchange notes that even with the proposed increase to the Floor Market Maker fee for transactions in non-Penny classes proposed herein, the Exchange's proposed fee of $0.94 per contract for the Floor Market Maker origin in non-Penny classes remains competitive with, and lower than (in at least one instance), the fee charged by other equity options exchanges to their floor market makers for transactions in non-penny classes.^[20]

Proposal To Increase the Floor Broker Breakup Credit for QFO and cQFO Transactions in Non-Penny Classes

The Exchange believes the proposal to increase the Floor Broker Breakup Credit to ($0.25) per contract for QFO and cQFO transactions in non-Penny classes is reasonable, equitably allocated and not unfairly discriminatory because the Exchange believes this change may encourage additional Floor Broker liquidity in non-Penny Classes. The Exchange believes additional liquidity in non-Penny classes, to the extent the proposed change accomplishes this goal, may benefit all Floor Participants ( printed page 58233) because it will attract additional liquidity to the Exchange by providing more trading opportunities. Further, additional liquidity helps contribute to a robust trading environment on the Exchange's Trading Floor, particularly as it continues to ramp up operations, having launched only a year ago. The Exchange believes the proposed increased Floor Broker Breakup Credit in non-Penny classes is equitable and not unfairly discriminatory because it will apply equally to all Floor Brokers who submit orders in non-Penny classes on the Trading Floor and have those orders broken up by trading with a Floor Market Maker.

The Exchange believes the Floor Broker Breakup Credit is consistent with Section 6(b)(4) of the Act ^[21] because it will continue to encourage market participants to execute orders on the Trading Floor. The Exchange believes that the Floor Broker Breakup Credit could continue to improve liquidity on the Exchange to the benefit of all market participants. The Exchange notes that providing breakup credits to certain market participants is not new or novel. The Exchange's affiliate, Miami International Securities Exchange, LLC (“MIAX Options”), provides for a similar concept in its fee schedule. For example, MIAX Options encourages market participants to participate in PRIME and cPRIME Auctions and provides a higher breakup credit to market participants for breakups in non-penny classes.^[22] Further, for PRIME Auctions, MIAX Options offers a higher breakup credit in non-penny classes for Members that submit Priority Customer orders as compared to other origins if a certain breakup threshold is met.^[23] In addition, the proposal is also consistent with Section 6(b)(5) of the Act ^[24] because it perfects the mechanisms of a free and open market and a national market system and protects investors and the public interest because it applies equally to all Floor Broker QFOs and cQFOs which are subject to a breakup and access to the Exchange is offered on terms that are not unfairly discriminatory.

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.

Inter-Market Competition

The Exchange believes the proposed changes do not impose an undue burden on inter-market competition because the changes are to remain competitive with other options exchanges that offer a trading floor. The Exchange believes the proposed changes will help the Exchange remain competitive in order to be able to provide market participants with another choice of where to execute such floor transactions. The Exchange notes that it operates in a highly competitive market in which market participants can readily favor competing venues if they deem fee levels at a particular venue to be excessive, or rebate opportunities available at other venues to be more favorable. In such an environment, the Exchange must continually adjust its fees and rebates to remain competitive with other exchanges that offer trading floors. Because competitors are free to modify their own fees or rebates in response to this proposal, and because market participants may readily adjust their order routing practices, the Exchange believes that the degree to which fee and rebate changes in this market may impose any burden on competition is limited.

Intra-Market Competition

In accordance with Section 6(b)(8) of the Act, the Exchange does not believe that the proposed rule changes would impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange believes the proposed change to amend the Floor Market Maker origin to increase the fee to $0.94 per contract for QFO and cQFO transactions in non-Penny classes will not discourage Floor Market Maker order flow. This is because even with the change, the Exchange's proposed fee of $0.94 per contract for the Floor Market Maker origin in non-Penny classes remains competitive with, and lower than (in at least one instance), the fee charged by other equity options exchanges to their floor market makers for transactions in non-penny classes.^[25]

The Exchange believes the proposed change to increase the Floor Broker Breakup Credit for QFO and cQFO transactions in non-Penny classes will encourage the submission of additional non-Penny class liquidity to a public exchange's Trading Floor, thereby promoting market depth, price discovery and transparency and enhancing order execution opportunities for all Floor Participants, especially as the Trading Floor continues to ramp up operations since it launched in September 2025. As a result, the Exchange believes that the proposed changes further the Commission's goal in adopting Regulation NMS of fostering integrated competition among orders.

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

No written comments were either solicited or 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) of the Act,^[26] and Rule 19b-4(f)(2) ^[27] thereunder. 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 to determine whether the proposed rule 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-SAPPHIRE-2026-35 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-SAPPHIRE-2026-35. 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 ( printed page 58234) 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-SAPPHIRE-2026-35 and should be submitted on or before October 5, 2026.