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 October 1, 2026, Nasdaq PHLX LLC (“PHLX” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or “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 proposes to amend the PHLX Pricing Schedule at Options 7, Section 4 (Multiply Listed Options Fees).

The text of the proposed rule change is available on the Exchange's website at listingcenter.nasdaq.com/​rulebook/​phlx/​rulefilings, 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

PHLX proposes to amend its Pricing Schedule at Options 7, Section 4 (Multiply Listed Options Fees).

Options 7, Section 4 (Multiply Listed Options Fees)

Currently, the Exchange offers a Floor Transaction (Open Outcry) ^[3] Floor Broker Incentive Program (“Program”). Under the Program, the following transactions are not considered qualifying volume: (1) dividend, merger, short stock interest, reversal and conversion, jelly roll, and box spread strategy executions as defined in Options 7, Section 4; (2) Firm ^[4] Floor Options Transactions for members executing facilitation orders ^[5] pursuant to Options 8, Section 30 when such members are trading in their own proprietary account (including Cabinet Options Transaction Charges); and (3) Customer ^[6] -to-Customer transactions.

Currently, rebates are paid on qualifying volume at each threshold level based on the below schedule. Floor QCC Orders, as defined in Options 8, Section 30(e), and electronic QCC ( printed page 66188) Orders,^[7] as defined in Options 3, Section 12, are considered qualifying volume but are not paid rebates based on the below schedule, rather Floor QCC Orders and electronic QCC Orders are paid the QCC Rebates noted in Options 7, Section 4. A Floor Broker is paid a $0.20 per contract rebate for open outcry floor executions that are contra a Lead Market Maker ^[8] or Market Maker,^[9] in lieu of any Floor Broker Incentive Program rebate.

The current tiered of rebates under this program is as follows:

Currently, this tiered schedule of rebates is followed by five examples (labeled Example 1 through Example 5) that illustrate how the program works. Finally, rebates under this program are currently capped at $2,000,000 per member or member organization in a given month.

First Change

The Exchange proposes to increase the Tier 1 Per Contract Rebate (when there is a Customer on one side) from $0.04 to $0.07. This change will bring this Tier 1 rebate to the same level as the Tier 2 rebate.

Second Change

The Exchange proposes to increase the Tier 1 Per Contract Rebate (when there are Non-Customers on both sides) from $0.10 to $0.18. This change will bring this Tier 1 rebate to the same level as the Tier 2 rebate.^[10]

Third Change

The Exchange proposes to make several changes to Examples 2,^[11] 3, and 4 to reflect the new rebate levels.

Fourth Change

The Exchange proposes to make a change to Example 4 to correct an oversight from a prior filing,^[12] that had decreased the Tier 4 rebate (when there are Non-Customers on both sides) from $0.22 to $0.20, but had not adjusted its corresponding example. This is not a substantive change.

2. Statutory Basis

The Exchange believes that its proposal is consistent with Section 6(b) of the Act,^[13] in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,^[14] in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using any facility, and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers.

The Commission and the courts have repeatedly expressed their preference for competition over regulatory intervention in determining prices, products, and services in the securities markets. In Regulation NMS, while adopting a series of steps to improve the current market model, 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.” ^[15]

Likewise, in NetCoalition v. Securities and Exchange Commission  ^[16] (“NetCoalition”) the D.C. Circuit upheld the Commission's use of a market-based approach in evaluating the fairness of market data fees against a challenge claiming that Congress mandated a cost-based approach.^[17] As the court emphasized, the Commission “intended in Regulation NMS that `market forces, rather than regulatory requirements' play a role in determining the market data . . . to be made available to investors and at what cost.” ^[18]

Further, “[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'. . . .” ^[19] Although the court and the SEC were discussing the cash equities markets, the Exchange believes ( printed page 66189) that these views apply with equal force to the options markets.

First Change

The Exchange believes that its proposal to increase the Tier 1 Per Contract Rebate for qualifying volume with a Customer on one side from $0.04 to $0.07 is reasonable. As discussed above, this change is designed to increase the amount of the rebate available to Floor Brokers at the entry-level tier of the Floor Broker Incentive Program, thereby providing a stronger incentive for Floor Brokers to direct qualifying open outcry order flow with a Customer on one side to the Exchange. The Exchange believes that the proposed increase will make the Floor Broker Incentive Program more attractive at the entry level and will encourage additional Floor Brokers to participate in the Program. Increased participation in the Program will bring additional Customer order flow to the Exchange, which benefits all market participants by providing more trading opportunities and deeper liquidity, particularly for open outcry executions on the Exchange's Trading Floor. The proposed Tier 1 rebate of $0.07 per contract is reasonable because it is the same per contract rebate that the Exchange currently pays for qualifying volume with a Customer on one side at the Tier 2 volume level. The proposed change is therefore consistent with the rebate levels that the Exchange has previously determined to be reasonable under this same Program.

The Exchange further believes that the proposed increase in the Tier 1 Per Contract Rebate for qualifying volume with a Customer on one side is equitable and not unfairly discriminatory because the proposed rebate will apply uniformly to all Floor Brokers that satisfy the Tier 1 volume threshold under the Floor Broker Incentive Program. Any Floor Broker is able to qualify for the Tier 1 rebate by satisfying the objective, transparent volume threshold of up to 500,000 qualifying contracts, and all qualifying Floor Brokers will receive the same $0.07 per contract rebate on qualifying volume with a Customer on one side within that threshold. The Exchange believes it is equitable and not unfairly discriminatory to offer this rebate in respect of qualifying volume with a Customer on one side because Customer liquidity benefits all market participants by providing more trading opportunities, which attracts Market Makers. An increase in the activity of these market participants in turn facilitates tighter spreads, which may cause an additional corresponding increase in order flow from other market participants.

Second Change

The Exchange believes that its proposal to increase the Tier 1 Per Contract Rebate for qualifying volume with Non-Customers on both sides from $0.10 to $0.18 is reasonable. As discussed above, this change is designed to increase the amount of the rebate available to Floor Brokers at the entry-level tier of the Floor Broker Incentive Program in respect of open outcry executions with Non-Customers on both sides, thereby providing a stronger incentive for Floor Brokers to direct such qualifying volume to the Exchange. The Exchange believes that the proposed increase will make the Program more attractive at the entry level and will encourage additional Floor Brokers to participate in the Program. Increased participation in the Program will bring additional order flow to the Exchange, which benefits all market participants by providing more trading opportunities and deeper liquidity, particularly for open outcry executions on the Exchange's Trading Floor. The proposed Tier 1 rebate of $0.18 per contract is reasonable because it is the same per contract rebate that the Exchange currently pays for qualifying volume with Non-Customers on both sides at the Tier 2 volume level (and, indeed, at the Tier 3 volume level). The proposed change is therefore consistent with the rebate levels that the Exchange has previously determined to be reasonable under this same Program.

The Exchange further believes that the proposed increase in the Tier 1 Per Contract Rebate for qualifying volume with Non-Customers on both sides is equitable and not unfairly discriminatory because the proposed rebate will apply uniformly to all Floor Brokers that satisfy the Tier 1 volume threshold under the Floor Broker Incentive Program. Any Floor Broker is able to qualify for the Tier 1 rebate by satisfying the objective, transparent volume threshold of up to 500,000 qualifying contracts, and all qualifying Floor Brokers will receive the same $0.18 per contract rebate on qualifying volume with Non-Customers on both sides within that threshold. The Exchange believes it is equitable and not unfairly discriminatory to offer this rebate in respect of qualifying volume with Non-Customers on both sides because such open outcry activity supports the price discovery and liquidity provision functions of the Exchange's Trading Floor, which benefits all market participants.

Third Change

The Exchange believes that its proposal to make conforming changes to Examples 2, 3, and 4 to reflect the new Tier 1 rebate levels is consistent with the Act. This change is non-substantive and is designed to ensure that the illustrative examples that accompany the tiered rebate schedule accurately reflect the operation of the Floor Broker Incentive Program under the increased Tier 1 rebates proposed in the First and Second Changes. The Exchange believes that making these conforming changes to the examples will make the Pricing Schedule easier to read and will remove any potential confusion that could arise from having the examples reflect outdated rebate amounts. This change protects investors and the public interest by ensuring that the illustrative examples in the Pricing Schedule are accurate and consistent with the tiered rebate schedule as modified by this filing.

The Exchange further believes that the proposed changes to Examples 2, 3, and 4 are equitable and not unfairly discriminatory because they are non-substantive and do not alter the fees or rebates available to any Floor Broker or category of Floor Brokers. The updated examples will apply uniformly to all Floor Brokers and will continue to illustrate the operation of the Program in the same manner for all similarly situated market participants.

Fourth Change

The Exchange believes that its proposal to correct Example 4 to reflect the currently applicable Tier 4 Per Contract Rebate of $0.20 per contract for qualifying volume with Non-Customers on both sides is consistent with the Act. As discussed above, this change is non-substantive and is designed to correct an oversight from a prior filing that had decreased the Tier 4 rebate (when there are Non-Customers on both sides) but had not simultaneously adjusted the corresponding figures in Example 4. The Exchange believes that correcting the example will make the Pricing Schedule easier to read and will eliminate any potential confusion that could arise from having the example reflect a rebate amount that is no longer in effect. This change protects investors and the public interest by ensuring that the illustrative examples in the Pricing Schedule are accurate and consistent with the tiered rebate schedule that is currently in effect.

The Exchange further believes that the proposed correction to Example 4 is equitable and not unfairly discriminatory because it is non- ( printed page 66190) substantive and does not alter the fees or rebates available to any Floor Broker or category of Floor Brokers. The corrected example will apply uniformly to all Floor Brokers and will continue to illustrate the operation of the Program in the same manner for all similarly situated market participants.

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.

Inter-Market Competition

The proposal does not impose an undue burden on inter-market competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange believes its proposal remains competitive with other options markets and will offer market participants another choice of where to transact options. 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 to remain competitive with other exchanges. Because competitors are free to modify their own fees in response, and because market participants may readily adjust their order routing practices, the Exchange believes that the degree to which fee changes in this market may impose any burden on competition is extremely limited.

Intra-Market Competition

The Exchange does not believe that the proposed rule change would impose any burden on intra-market competition that is not necessary or appropriate in furtherance of the purposes of the Act.

First Change

The Exchange does not believe that its proposal to increase the Tier 1 Per Contract Rebate for qualifying volume with a Customer on one side from $0.04 to $0.07 will impose any undue burden on intra-market competition. The proposed increased rebate will apply uniformly to all similarly situated market participants: any Floor Broker that satisfies the Tier 1 volume threshold under the Floor Broker Incentive Program will receive the same $0.07 per contract rebate on qualifying volume with a Customer on one side within that threshold. Any Floor Broker is able to qualify for the Tier 1 rebate by satisfying the objective, transparent volume threshold. The Exchange further believes that providing this rebate for qualifying volume with a Customer on one side does not impose an undue burden on intra-market competition because Customer liquidity benefits all market participants by providing more trading opportunities, which attracts Market Makers. An increase in the activity of these market participants in turn facilitates tighter spreads, which may cause an additional corresponding increase in order flow from other market participants. The proposed change is designed to enhance, rather than restrict, competition among Floor Brokers for open outcry Customer order flow by increasing the amount of the entry-level rebate available under the Program. To the extent Floor Brokers regard the proposed Tier 1 rebate as insufficient, they may readily direct their order flow to any of the other options exchanges that support open outcry executions.

Second Change

The Exchange does not believe that its proposal to increase the Tier 1 Per Contract Rebate for qualifying volume with Non-Customers on both sides from $0.10 to $0.18 will impose any undue burden on intra-market competition. The proposed increased rebate will apply uniformly to all similarly situated market participants: any Floor Broker that satisfies the Tier 1 volume threshold under the Floor Broker Incentive Program will receive the same $0.18 per contract rebate on qualifying volume with Non-Customers on both sides within that threshold. Any Floor Broker is able to qualify for the Tier 1 rebate by satisfying the objective, transparent volume threshold. The Exchange further believes that providing this rebate for qualifying volume with Non-Customers on both sides does not impose an undue burden on intra-market competition because open outcry activity on the Exchange's Trading Floor supports the price discovery and liquidity provision functions of the Trading Floor, which benefits all market participants. The proposed change is designed to enhance, rather than restrict, competition among Floor Brokers for open outcry order flow with Non-Customers on both sides by increasing the amount of the entry-level rebate available under the Program. To the extent Floor Brokers regard the proposed Tier 1 rebate as insufficient, they may readily direct their order flow to any of the other options exchanges that support open outcry executions.

Third Change

The Exchange does not believe that its proposal to make conforming changes to Examples 2, 3, and 4 will impose any burden on competition. As discussed above, this change is non-substantive and is intended to conform the illustrative examples in the Pricing Schedule to the increased Tier 1 rebates proposed in the First and Second Changes. Because the proposed change does not alter the fees or rebates available to any Floor Broker or category of Floor Brokers, and merely conforms the illustrative examples in the Pricing Schedule to the tiered rebate schedule as modified by this filing, it does not impose any burden on either intra-market or inter-market competition.

Fourth Change

The Exchange does not believe that its proposal to correct Example 4 will impose any burden on competition. As discussed above, this change is non-substantive and is intended to correct an oversight from a prior filing that had adjusted the Tier 4 Per Contract Rebate for qualifying volume with Non-Customers on both sides but had not simultaneously updated the corresponding figures in Example 4. Because the proposed change does not alter the fees or rebates available to any Floor Broker or category of Floor Brokers, and merely conforms the illustrative example to the tiered rebate schedule that is currently in effect, it does not impose any burden on either intra-market or inter-market competition.

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.^[20]

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: (i) necessary or appropriate in the public interest; (ii) for the protection of investors; or (iii) otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings ( printed page 66191) 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-PHLX-2026-61 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-PHLX-2026-61. 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-PHLX-2026-61 and should be submitted on or before November 9, 2026.