Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”),^[1] and Rule 19b-4 thereunder,^[2] notice is hereby given that on October 8, 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. 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. (“BZX” or the “Exchange”) is filing with the Securities and Exchange Commission (“Commission” or “SEC”) a proposed rule change to amend the annual listing fees applicable to exchange-traded products listed on the Exchange, which are set forth in BZX Rule 14.13(b)(2)(E), to eliminate the annual listing fee applicable to Legacy Listings. The text of the proposed rule change is provided in Exhibit 5. ( printed page 67342)

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

On August 30, 2011, the Exchange received approval of rules applicable to the qualification, listing and delisting of companies on the Exchange,^[3] which it modified on February 8, 2012 in order to adopt pricing for the listing of exchange-traded products (“ETPs”) ^[4] on the Exchange.^[5] Effective January 1, 2019, the Exchange amended Rule 14.13 to adopt annual listing fees for ETPs, including a reduced annual listing fee of $4,000 for ETPs listed on the Exchange prior to January 1, 2019 (a “Legacy Listing”).^[6] Rule 14.13(b)(2)(E) now sets forth the annual listing fee structure for ETPs, which distinguishes among ETPs based on, among other things, the date on which an ETP first listed on the Exchange. The Exchange proposes to amend Rule 14.13(b)(2)(E) to eliminate the $4,000 annual listing fee currently applicable to Legacy Listings.

Currently, Rule 14.13(b)(2)(E) provides that the issuer of each class of securities (not otherwise identified in Rule 14.13) that is a domestic or foreign issue listed on the Exchange as an ETP shall pay an annual listing fee to the Exchange, and that an issuer will be charged the lowest applicable fee among the categories set forth in Rule 14.13(b)(2)(E)(i) through (vi). Rule 14.13(b)(2)(E)(i) currently provides: “[w]here an ETP was listed on the Exchange prior to January 1, 2019 (a “Legacy Listing”) or is a Transfer Listing, such ETP will have an annual listing fee of $4,000.” Rule 14.13(b)(2)(E) also provides for an annual listing fee of $4,500 for a New Listing; a collective maximum annual listing fee of $16,000 for a series of Outcome Strategy ETPs or a series of Defined Distribution Strategy ETPs; and an annual listing fee of $9,000 for an ADR Hedge.^[7] Under Rule 14.13(b)(2)(E)(vi), an ETP that is not a Legacy Listing, a New Listing, an Outcome Strategy ETP, a Defined Distribution Strategy ETP, an ADR Hedge, or a Transfer Listing is subject to an annual listing fee based on the consolidated average daily volume (“CADV”) of the ETP in the fourth quarter of the preceding calendar year, ranging from $5,000 for an ETP with CADV greater than 1,000,000 shares to $7,000 for an ETP with CADV of 0-10,000 shares.

The Exchange proposes to delete the Legacy Listing category from Rule 14.13(b)(2)(E)(i), such that the $4,000 annual listing fee would apply only to Transfer Listings. The Exchange also proposes to make a conforming change to Rule 14.13(b)(2)(E)(vi) to delete the reference to a Legacy Listing. As a result, an ETP listed on the Exchange prior to January 1, 2019 would no longer qualify for the $4,000 annual listing fee by virtue of its initial listing date, and would instead be charged the lowest applicable annual listing fee for which it otherwise qualifies under Rule 14.13(b)(2)(E), including the CADV-based fees set forth in Rule 14.13(b)(2)(E)(vi). The proposed rule change does not amend the annual listing fees applicable to Transfer Listings, New Listings, Outcome Strategy ETPs, Defined Distribution Strategy ETPs, or ADR Hedges, or the CADV-based fees set forth in Rule 14.13(b)(2)(E)(vi).

The Legacy Listing category was designed to preserve a reduced annual listing fee for ETPs that were already listed on the Exchange when the Exchange adopted its current annual listing fee structure. More than seven years have passed since January 1, 2019, and the Exchange believes that it is no longer appropriate to differentiate the annual listing fee applicable to an ETP based solely on whether the ETP first listed on the Exchange before or after that date. Rather, the Exchange believes that all ETPs listed on the Exchange should be subject to the same objective criteria in determining the applicable annual listing fee, namely the characteristics of the product and its trading activity, as reflected in Rule 14.13(b)(2)(E)(ii) through (vi). Transfer Listings would continue to be eligible for the $4,000 annual listing fee, as the Exchange continues to believe that such fee is an appropriate incentive for issuers to transfer the listing of existing ETPs to the Exchange.

The Exchange will implement the proposed change beginning with the annual listing fees assessed for calendar year 2027. Unless otherwise specified, the Exchange assesses all annual fees set forth in Rule 14.13(b)(2) upon initial listing and in the first quarter of the calendar year.^[8] Accordingly, the proposed change will not affect any annual listing fee already assessed for calendar year 2026, and affected issuers will have notice of the proposed change in advance of the assessment of annual listing fees for calendar year 2027.

2. Statutory Basis

The Exchange believes that the proposed rule changes are consistent with the objectives of Section 6 of the Act,^[9] in general, and furthers the objectives of Section 6(b)(4) and 6(b)(5),^[10] in particular, as it is designed to provide for the equitable allocation of reasonable dues, fees and other charges among its issuers, and it does not unfairly discriminate between customers, issuers, brokers or dealers.

The Exchange believes that the proposed elimination of the Legacy Listing category from Rule 14.13(b)(2)(E) is reasonable because it will subject all ETPs listed on the Exchange to the same objective criteria for determining the applicable annual listing fee, based on the characteristics of the product and its trading activity, rather than on the date on which the ETP first listed on the Exchange. The Exchange believes that a distinction based solely on whether an ETP listed on the Exchange prior to January 1, 2019 is no longer warranted given the passage of time since the Exchange adopted its current annual listing fee structure. Further, the annual listing fees that will apply to former Legacy Listings are the same fees that currently apply to all other ETPs listed on the Exchange that are not Transfer ( printed page 67343) Listings, which the Exchange believes remain reasonable.

The Exchange believes that the proposed rule change is equitable and not unfairly discriminatory because it will apply uniformly to all issuers of ETPs listed on the Exchange. Upon implementation, each ETP listed on the Exchange, regardless of its initial listing date, will be charged the lowest applicable annual listing fee for which it qualifies under Rule 14.13(b)(2)(E). The Exchange believes that continuing to provide the $4,000 annual listing fee to Transfer Listings is equitable and not unfairly discriminatory because the Transfer Listing fee is available to any issuer that transfers the listing of an ETP from another national securities exchange to the Exchange, and is designed to attract additional listings to the Exchange, which the Exchange believes will enhance competition among listing venues.

Furthermore, the marketplace for listings is extremely competitive and there are several other national securities exchanges that offer ETP listings. Transfers between listing venues occur frequently for numerous reasons, including listing fees. Issuers of ETPs, including issuers of ETPs that are currently Legacy Listings, may transfer their listings to another venue if they deem the Exchange's listing fees excessive. The proposed rule change reflects a competitive pricing structure, which the Exchange believes will enhance competition both among ETP issuers and listing venues, to the benefit of investors.

Based on the foregoing, the Exchange believes that the proposed rule changes are consistent with the Act.

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. The Exchange does not believe that the proposed rule change will burden intramarket competition because the annual listing fees set forth in Rule 14.13(b)(2)(E), as amended, will apply uniformly to all issuers of ETPs listed on the Exchange, without regard to the date on which an ETP first listed on the Exchange. The Exchange does not believe that the proposed rule change will burden intermarket competition because the market for ETP listings is highly competitive, and issuers may transfer the listing of an ETP to another national securities exchange if they deem the Exchange's listing fees excessive. The proposed rule change is a competitive pricing decision that reflects the Exchange's determination to apply consistent, objective criteria to all ETPs listed on the Exchange.

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 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-2026-085 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-2026-085. 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-2026-085 and should be submitted on or before November 16, 2026.