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, MEMX LLC (“MEMX” 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 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). As is further described below, the Exchange proposes to amend the MEMX Options Fee Schedule (the “Options Fee Schedule”) by adopting the Volume Tier 1 and making additional changes to certain transaction fees and rebates. The Exchange proposes to implement the changes to the Options Fee Schedule pursuant to this proposal on September 1, 2026. The text of the proposed rule change is provided in Exhibit 5.

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 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 the Statutory Basis for, the Proposed Rule Change

1. Purpose

The purpose of the proposed rule change is to amend the Options Fee Schedule by: (i) increasing the transaction rebate provided for Customer ^[4] capacity executions that add liquidity ^[5] in Non-Penny ^[6] options; (ii) reducing the rebate for Market Maker ^[7] capacity executions that add liquidity in ( printed page 58487) Penny ^[8] options; (iii) reducing the rebate for Market Maker capacity executions that add liquidity in Non-Penny options; (iv) increasing the fee charged for executions that remove liquidity ^[9] in Non-Penny options and which are made in the Market Maker, Professional, ^[10] Firm,^[11] Away Market Maker ^[12] or Broker-Dealer ^[13] capacities; (v) reducing the rebate for executions that add liquidity in Non-Penny options made in the Professional, Firm, Away Market Maker, or Broker-Dealer capacities, and (vi) adopting a Volume Tier under which the Exchange will provide an enhanced rebate for executions of contracts in Penny options that add liquidity to the Exchange and that are made in the Customer capacity for Members that meet specific volume criteria, each as further described below.

The Exchange first notes that it operates in a highly competitive market in which market participants can readily direct order flow to competing venues if they deem fee levels at a particular venue to be excessive or incentives to be insufficient. The Exchange is one of only 18 options venues to which market participants may direct their order flow. Based on publicly available information, no single options exchange has more than approximately 17.5% of the market share and currently the Exchange represents only approximately 3.2% of the market share.^[14] In such a low-concentrated and highly competitive market, no single options exchange, including the Exchange, possesses significant pricing power in the execution of option order flow. The Exchange believes that the ever-shifting market share among the exchanges from month to month demonstrates that market participants can shift order flow, discontinue, or reduce use of certain categories of products in response to fee changes. Accordingly, competitive forces constrain the Exchange's transaction fees, and market participants can readily trade on competing venues if they deem pricing levels at those other venues to be more favorable. The Exchange's Fee Schedule sets forth standard rebates and rates applied per contract.

Increased Transaction Rebate for Executions of Non-Penny Options in the Customer Capacity Which Add Liquidity to the MEMX Options Book

Currently, the Exchange provides a standard transaction rebate of $1.17 per contract for executions of Non-Penny options (as defined above) in the Customer capacity which add liquidity to the MEMX Options Book. Now, the Exchange proposes to increase the standard transaction rebate on such contracts from $1.17 per contract to $1.19 per contract. The purpose of increasing the rebate is to incentivize Members to execute additional contracts in Non-Penny names in the Customer capacity which add liquidity. The Exchange's proposal is designed to encourage the execution of additional contracts on the Exchange in order to enhance volume, deepen liquidity and promote price discovery on the MEMX Options platform. The Exchange believes that the increased rebate is in line with or exceeds the rebates provided by other national securities exchanges and will incentivize Members to route additional order flow to the Exchange.^[15]

Reduced Transaction Rebate for Executions of Penny Options in the Market Maker Capacity Which Add Liquidity to the MEMX Options Book

Currently, the Exchange provides a standard transaction rebate of $0.45 per contract for executions of Penny options (as defined above) in the Market Maker capacity which add liquidity to the MEMX Options Book. Now, the Exchange proposes to reduce the standard transaction rebate on such contracts from $0.45 per contract to $0.43 per contract. The purpose of reducing the rebate is for business and competitive reasons as the Exchange believes that reducing such rebate would decrease the Exchange's expenditures with respect to its transaction pricing in a manner that is still consistent with the Exchange's overall pricing philosophy of encouraging executions which add liquidity to the MEMX Options Book. The Exchange believes that the reduced rebate continues to be in line with or exceeds the rebates provided by other national securities exchanges and will continue to incentivize Members to route order flow to the Exchange.^[16]

Reduced Transaction Rebate for Executions of Non-Penny Options in the Market Maker Capacity Which Add Liquidity to the MEMX Options Book

Currently, the Exchange provides a standard transaction rebate of $0.80 per contract for executions of Non-Penny options (as defined above) in the Market Maker capacity which add liquidity to the MEMX Options Book. Now, the Exchange proposes to reduce the standard transaction rebate on such contracts from $0.80 per contract to $0.75 per contract. The purpose of reducing the rebate is for business and competitive reasons as the Exchange believes that reducing such rebate would decrease the Exchange's expenditures with respect to its transaction pricing in a manner that is still consistent with the Exchange's overall pricing philosophy of encouraging executions which add liquidity to the MEMX Options Book. The Exchange believes that the reduced rebate continues to be in line with or exceeds the rebates provided by other national securities exchanges and will continue to incentivize Members to route order flow to the Exchange.^[17]

Increased Transaction Fee for Executions of Non-Penny Options in the Market Maker, Professional, Firm, Away Market Maker, and Broker-Dealer Capacities Which Remove Liquidity From the MEMX Options Book

Currently, the Exchange assesses a standard transaction fee of $1.21 per contract for executions of Non-Penny options (as defined above) in the Market Maker, Professional, Firm, Away Market Maker, and Broker Dealer capacities which remove liquidity from the MEMX Options Book. Now, the Exchange proposes to increase the standard transaction fee on such contracts from $1.21 per contract to $1.22 per contract. The purpose of increasing the fee is for business and competitive reasons, as the Exchange believes that increasing the fee would generate additional revenue to offset costs associated with the operation of the MEMX Options platform. Furthermore, the Exchange believes that the increased fee continues to be in line with or below the fees the charged by other national securities exchanges and will continue to incentivize Members to route order flow to the Exchange.^[18]

Reduced Transaction Rebate for Executions of Non-Penny Options in the Professional, Firm, Away Market Maker, and Broker-Dealer Capacities Which Add Liquidity to the MEMX Options Book

Currently, the Exchange provides a standard transaction rebate of $0.72 per contract for executions of Non-Penny options (as defined above) in the Professional, Firm, Away Market Maker, and Broker Dealer capacities which add liquidity to the MEMX Options Book. Now, the Exchange proposes to reduce the standard transaction rebate on such contracts from $0.72 per contract to $0.70 per contract. The purpose of reducing the rebate is for business and competitive reasons as the Exchange believes that reducing such rebate would decrease the Exchange's expenditures with respect to its transaction pricing in a manner that is still consistent with the Exchange's overall pricing philosophy of encouraging executions which add liquidity to the MEMX Options Book. The Exchange believes that the reduced rebate continues to be in line with or exceeds the rebates provided by other national securities exchanges and will continue to incentivize Members to route order flow to the Exchange.^[19]

Adoption of Volume Tier

The Exchange is also proposing to adopt a new Volume Tier applicable to the rebate provided for executions that add liquidity in Penny options that are made in the Customer capacity (“Added Customer Penny Volume”). Under this tier, the Exchange will provide an enhanced rebate for Members that meet certain volume criteria. Specifically, under the proposed Volume Tier 1, the Exchange is proposing to provide an enhanced rebate of $0.53 per contract for executions of Added Customer Penny Volume for Members that qualify for Volume Tier 1 ^[20] by achieving an ADAV ^[21] in the Customer capacity, in Penny and non-Penny options that is equal to or greater than 1.2% of the equity and ETF option TCV.^[22] As proposed, ADAV will be calculated on a monthly basis, and Members that qualify for the Volume Tier by achieving the specified ADAV threshold in a particular month will receive the proposed enhanced rebate of $0.53 per contract for all executions of Added Customer Penny Volume in that month.

The Exchange believes that the proposed Volume Tier 1 provides an incremental incentive for Members to strive for higher ADAV on the Exchange to receive the proposed enhanced rebate for executions of Added Customer Penny Volume. As such, the proposed Volume Tier 1 is designed to encourage Members that provide liquidity on the Exchange to maintain or increase their order flow, thereby contributing to a deeper and more liquid market to the benefit of all market participants and enhancing the attractiveness of the Exchange as a trading venue. Further, the Exchange notes that other options exchanges maintain tiered pricing structures whereby enhanced rebates are provided for members that meet certain volume requirements, and other exchanges maintains similar tiers with a rebate applicable to Added Customer Penny Volume.^[23]

2. Statutory Basis

The Exchange believes that its proposal to amend the Options Fee Schedule is consistent with the provisions of Section 6 of the Act,^[24] in general, and with Sections 6(b)(4) and 6(b)(5) of the Act,^[25] in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among Options Members and other persons using its facilities. The Exchange also believes the proposal furthers the objectives of Section 6(b)(5) of the Act 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, or dealers.

MEMX Options operates in a highly fragmented and competitive market in which market participants can readily direct order flow to competing venues if they deem fee levels at a particular venue to be excessive or incentives to be insufficient, and the Exchange represents only a small percentage of the overall market. The Commission and the courts have repeatedly expressed their preference for competition over regulatory intervention in determining ( printed page 58489) prices, products, and services in the securities markets. In Regulation NMS, the Commission highlighted the importance of market forces in determining prices and SRO revenues and also recognized that current regulation of the market system “has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.” ^[26]

Accordingly, competitive forces constrain the Exchange's transaction fees and rebates, and market participants can readily trade on competing venues if they deem pricing levels at those other venues to be more favorable. The Exchange believes the proposal reflects a reasonable and competitive pricing structure which the Exchange believes would promote price discovery and enhance liquidity and market quality on the Exchange to the benefit of all Members and market participants.

The Exchange believes that the proposed changes to increase the rebate for executions of Non-Penny options made in the Customer capacity that add liquidity to the Exchange is reasonable because it is designed to incentivize Members to submit additional liquidity adding orders to the Exchange, thereby contributing to a deeper and more liquid market to the benefit of all market participants and enhancing the attractiveness of the Exchange as a trading venue. The Exchange further believes that the proposed change is equitable and not unfairly discriminatory because the increased rebate will apply to all market participants that have executions in a Customer capacity in Non-Penny options that add liquidity to the Exchange.

The Exchange similarly believes that its proposed changes to reduce the rebates for executions that add liquidity in Penny and Non-Penny options made in the Market Maker capacity, reduce the rebate for executions that add liquidity in Non-Penny options made in the Professional, Firm, Away Market Maker and Broker-Dealer capacities, and increase the fee charged for executions that remove liquidity in Non-Penny options made in all non-Customer capacities ^[27] are all reasonable and equitable because each of these changes is designed to generate additional revenue or decrease the Exchange's expenditures with respect to its transaction pricing in a manner that is still consistent with the Exchange's overall pricing philosophy of encouraging executions which add liquidity to the MEMX Options Book. The Exchange believes that the proposed changes are equitable and not unfairly discriminatory because the reduced rebates and/or increased fees, as applicable, will apply equally to all similarly situated market participants. Specifically, all members executing Penny and/or Non-Penny options while acting in the same relevant capacity—whether as a Market Maker, Professional, Firm, Away Market Maker and/or Broker dealer—would receive the same fee or rebate, as applicable.

The Exchange further believes the proposed reduced rebates and increased fees are appropriate because they are comparable to, and competitive with, the rebates and fees provided by other exchanges for executions in the same capacities in Penny or Non-Penny options which add or remove liquidity, as applicable.^[28]

Lastly, the Exchange believes its proposal to adopt the Volume Tier 1 is equitable and not unfairly discriminatory, as it is open to all Members and is designed to encourage Members that provide liquidity on the Exchange to maintain or increase their order flow, thereby contributing to a deeper and more liquid market to the benefit of all market participants and enhancing the attractiveness of the Exchange as a trading venue. Additionally, the Exchange believes the proposed enhanced rebate for executions of Added Customer Penny Volume for qualifying Members ( i.e., $0.53 per contract) is reasonable, as it is in line with what other exchanges offer under similar volume tiers.^[29] Thus, the Exchange believes that it is reasonable, consistent with an equitable allocation of fees, and not unfairly discriminatory to pay such higher rebate for executions of Added Customer Penny Volume to Members that qualify for the Volume Tier 1 in comparison with the standard rebate in recognition of benefits to the Exchange and market participants described above, particularly as the magnitude of the additional rebate is not unreasonably high and is, instead, reasonably related to the enhanced market quality it is designed to achieve.

For the reasons discussed above, the Exchange submits that its proposed change to the Options Transaction Fee Schedule satisfies the requirements of Sections 6(b)(4) and 6(b)(5) of the Act ^[30] in that it provides for the equitable allocation of reasonable dues, fees and other charges among its Members and other persons using its facilities and are not designed to unfairly discriminate between customers, issuers, brokers, or dealers. As described more fully below in the Exchange's statement regarding burden on competition, the Exchange believes that its transaction pricing is subject to significant competitive forces, and that the proposed rebate described herein is appropriate to address such forces.

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

The Exchange does not believe that the proposal will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. Instead, as discussed above, the proposal is intended to decrease the Exchange's expenditures, generate additional revenue with respect to its transaction pricing, and incentivize market participants to direct additional order flow to the MEMX Options platform, which the Exchange believes would promote price discovery and enhance liquidity and market quality on the Exchange to the benefit of all Members and market participants. Further, MEMX Options' proposed amended rebates and fee, and proposed new Volume Tier are all in line with rebates and fees assessed by other options exchanges.^[31] As a result, the Exchange believes that the proposal furthers the Commission's goal in adopting Regulation NMS of fostering competition among orders, which promotes “more efficient pricing of individual stocks for all types of orders, large and small.” ^[32]

Intramarket Competition

The Exchange does not believe that the proposed rule change will impose any burden on intramarket competition that is not necessary or appropriate in furtherance of the purposes of the Act because the proposed amended rebates and fees and Volume Tier apply equally to all Options Members. The proposed increased rebate for executions of added volume in Non-Penny options made in a Customer capacity is intended to encourage the execution of additional contracts on the Exchange in order to enhance volume, deepen liquidity and promote price discovery on the MEMX Options platform. The proposed amended fees and rebates for executions of Penny and Non-Penny options in the ( printed page 58490) remaining non-Customer capacities are intended to decrease the Exchange's expenditures and generate additional revenue with respect to its transaction pricing, in a manner that is comparable with the rebates offered and fees assessed by other exchanges for executions in the same capacities that add and remove liquidity, as applicable. Similarly, the opportunity to qualify for the Volume Tier 1 and thus received an enhanced rebate for executions of Added Customer Penny Volume would be available to all Members that meet the associated volume requirement in any month. The Exchange believes the volume requirement of the Volume Tier 1 is attainable for several market participants who execute Added Customer Penny Volume on the Exchange and is reasonably related to the enhanced market quality that the Volume Tier 1 is designed to promote. As such, the Exchange does not believe the proposed changes would impose any burden on intramarket competition that is not necessary or appropriate in furtherance of the purposes of the Act.

Intermarket Competition

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. As previously discussed, the Exchange operates in a highly competitive market. Members have numerous alternative venues that they may participate on and direct their order flow, including 17 other options exchanges and off-exchange venues. Therefore, no exchange possesses significant pricing power in the execution of option order flow. To the contrary, the Exchange believes that the proposal will increase competition and is intended to encourage market participants to trade on the exchange by providing rebates and assessing fees, as well as a new Volume Tier that is comparable to those offered by other exchanges, which the Exchange believes will help to encourage Members to send orders to the Exchange to the benefit of all Exchange participants.

Additionally, the Commission has repeatedly expressed its preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. Specifically, in Regulation NMS, the Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current regulation of the market system “has been remarkably successful in promoting market competition in its broader forms that are most important to investors and listed companies.” ^[33] The fact that this market is competitive has also long been recognized by the courts. In NetCoalition v. SEC, the D.C. Circuit stated as follows: “[n]o one disputes that competition for order flow is `fierce.' . . . As the SEC explained, `[i]n the U.S. national market system, buyers and sellers of securities, and the broker-dealers that act as their order-routing agents, have a wide range of choices of where to route orders for execution'; [and] `no exchange can afford to take its market share percentages for granted' because `no exchange possesses a monopoly, regulatory or otherwise, in the execution of order flow from broker dealers' . . . .”.^[34] Accordingly, the Exchange does not believe its proposed pricing changes impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act.

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)(ii) of the Act ^[35] and Rule 19b-4(f)(2) ^[36] 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 (www.sec.gov/​rules/​sro.shtml); or
• Send an email torule-comments@sec.gov. Please include file number SR-MEMX-2026-30 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-2026-30. 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-MEMX-2026-30 and should be submitted on or before October 6, 2026.