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 19, 2026, Cboe BZX Exchange, Inc. (the “Exchange” or “BZX”) 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

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.^[3] 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 a functional, use-based category—namely, any other system, facility, or platform through which orders of persons other than the operator are systematically executed by electronic means, whether by matching such orders against one another or by the operator or its affiliate acting in a principal trading capacity—so that the term also captures other systems that perform a functionally equivalent execution function. The amended definition identifies, as non-exhaustive examples, a broker crossing system not filed as an ATS, a systematic internalization system, and a decentralized blockchain-based or tokenized environment.^[4] 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 any other system, facility, or platform (including but not limited to a broker crossing system not filed as an ATS, a systematic internalization system, or a decentralized blockchain-based or tokenized environment) through which orders of persons other than the operator are systematically executed by electronic means, whether by matching such orders against one another or by the operator or its affiliate acting in a principal trading capacity.”

The change is intended to capture changes in the evolving landscape of market structure and trading technology, including the increasing use of functionally equivalent execution systems 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.^[5] However, a functionally equivalent system 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 execution venue—is not expressly named in the current enumerated categories, despite performing the same execution function as the enumerated venues. To facilitate more consistent ( printed page 67350) 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 new framework operates as a functional, use-based standard. It reaches any system, facility, or platform through which orders of persons other than the operator are systematically executed by electronic means, regardless of the execution model employed. The definition expressly covers both (i) systems that match third-party orders against one another and (ii) systems in which the operator or its affiliate executes third-party orders in a principal trading capacity. Accordingly, a single-dealer platform that internalizes and/or facilitates execution of client order flow falls within the definition on its face. The parenthetical examples—a broker crossing system not filed as an ATS, a systematic internalization system, and a decentralized blockchain-based or tokenized environment—are illustrative only and the amended definition is not intended to limit the scope of the broader category. The requirement that orders be “systematically executed by electronic means” distinguishes covered systems from manual, negotiated, or voice-brokered bilateral trading.

The amended definition is intended to capture emerging technologies and execution venues that are functionally analogous to venues with established regulatory definitions—including tokenized order books or decentralized execution protocols, to the extent they perform or support an execution function, and other novel platforms. These venues operate in a manner similar to defined legacy execution platforms and should be treated as such. The examples set out in the definition—broker crossing systems not filed as ATSs, systematic internalization systems, and decentralized blockchain-based or tokenized environments—as well as the references to single-dealer platforms in this filing, are illustrative of this approach, not an exhaustive list, and the definition applies to any system through which third-party orders are systematically executed by electronic means, regardless of label.

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.^[6]

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.^[7] Specifically, the Exchange also believes the proposed rule change is consistent with Section 6(b)(4) of the Act,^[8] 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) ^[9] 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 execution systems, regardless of the underlying technology or business model. As noted above, the amended definition is intended to reach any system, facility, or platform through which orders of persons other than the operator are systematically executed by electronic means, whether by matching or by principal execution by the operator or its affiliate—including, for example, a single-dealer platform that internalizes order flow, as well as decentralized or tokenized execution venues. A definition that excluded single-dealer platforms on the basis of their bilateral structure would draw an arbitrary line between venues that use market data in the same way. Applying the definition on a consistent, function-based basis to all functionally analogous venues, legacy and emerging alike, ensures equal treatment and avoids selective application. By 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).^[10] 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 ^[11] and paragraph (f) of Rule 19b-4 ^[12] thereunder. At any time within 60 days of the filing of the proposed rule ( printed page 67351) 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-2026-087 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-2026-087. 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-2026-087 and should be submitted on or before November 16, 2026.