Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX Pearl Options Exchange Fee Schedule To Establish Fees for Industry Members Related to Reasonably Budgeted CAT Costs of the National Market System Plan Governing the Consolidated Audit Trail for the Period From May 1, 2026 Through December 31, 2026

SECURITIES AND EXCHANGE COMMISSION [Release No. 34-105392; File No. SR-PEARL-2026-20] Self-Regulatory Organizations; MIAX PEARL, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the MIAX Pearl Options Exchange Fee Schedule To Establish Fees for Industry Members Related to Reasonably Budgeted CAT Costs of the National Market System Plan Governing the Consolidated Audit Trail for the Period From May 1, 2026 Through December 31, 2026 May 7, 2026. 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 April 23, 2026, MIAX PEARL, LLC (“MIAX Pearl” 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. 1  15 U.S.C. 78s(b)(1). 2  17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the fee schedule applicable to the options trading platform of MIAX Pearl (the “Fee Schedule”) to establish fees for Industry Members  3 related to reasonably budgeted CAT costs of the National Market System Plan Governing the Consolidated Audit Trail (the “CAT NMS Plan” or “Plan”) for the period from May 1, 2026 through December 31, 2026. These fees would be payable to Consolidated Audit Trail, LLC (“CAT LLC” or the “Company”) and referred to as CAT Fee 2026-1, and would be described in a section of the Exchange's fee schedule entitled “Consolidated Audit Trail Funding Fees.” The fee rate for CAT Fee 2026-1 would be $0.000001 per executed equivalent share. CAT Executing Brokers will receive their first monthly invoice for CAT Fee 2026-1 in June 2026 calculated based on their transactions as CAT Executing Brokers for the Buyer (“CEBB”) and/or CAT Executing Brokers for the Seller (“CEBS”) in May 2026. As described further below, CAT Fee 2026-1 is anticipated to be in place for eight months, and is anticipated to recover approximately two-thirds of the costs set forth in the reasonably budgeted CAT costs for 2026. 3  An “Industry Member” is defined as “a member of a national securities exchange or a member of a national securities association.” See Miami International Securities Exchange LLC (“MIAX Rule”) Rule 1701(u). The Exchange notes that MIAX Chapter XVII is incorporated by reference into the Exchange's rulebook. As such, MIAX Chapter XVII also applies to the Exchange. See also Section 1.1 of the CAT NMS Plan. Unless otherwise specified, capitalized terms used in this rule filing are defined as set forth in the CAT NMS Plan and/or the CAT Compliance Rule. See MIAX Rule 1701. The text of the proposed rule change is available on the Exchange's website at https://www.miaxglobal.com/markets/us-options/pearl-options/rule-filings and at MIAX Pearl'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 On July 11, 2012, the Commission adopted Rule 613 of Regulation NMS, which required the self-regulatory organizations (“SROs”) to submit a national market system (“NMS”) plan to create, implement and maintain a consolidated audit trail that would capture customer and order event information for orders in NMS securities across all markets, from the time of order inception through routing, cancellation, modification or execution. 4 On November 15, 2016, the Commission approved the CAT NMS Plan. 5 Under the CAT NMS Plan, the Operating Committee has the discretion to establish funding for CAT LLC to operate the CAT, including establishing fees for Industry Members to be assessed by CAT LLC that would be implemented on behalf of CAT LLC by the Participants. 6 The Operating Committee adopted a revised funding model to fund the CAT (“CAT Funding Model”). On March 16, 2026, the Commission approved the CAT Funding Model after concluding that the model satisfied the requirements of Section 11A of the Exchange Act and Rule 608 thereunder. 7 4  Securities Exchange Act Rel. No. 67457 (July 18, 2012), 77 FR 45722 (Aug. 1, 2012). 5  Securities Exchange Act Rel. No. 79318 (Nov. 15, 2016), 81 FR 84696 (Nov. 23, 2016) (“CAT NMS Plan Approval Order”). 6  Section 11.1(b) of the CAT NMS Plan. 7  Securities Exchange Act Rel. No. 105003 (Mar. 16, 2026), 91 FR 13410 (Mar. 19, 2026) (“CAT Funding Model Approval Order”). This CAT Funding Model replaced the prior funding model that was approved by the Commission on September 6, 2023. Securities Exchange Act Rel. No. 98290 (Sept. 6, 2023), 88 FR 62628 (Sept. 12, 2023). The CAT Funding Model provides a framework for the recovery of the costs to create, develop and maintain the CAT, including providing a method for allocating costs to fund the CAT among Participants and Industry Members. The CAT Funding Model establishes two categories of fees: (1) CAT fees assessed by CAT LLC and payable by certain Industry Members to recover a portion of historical CAT costs previously paid by the Participants (“Historical CAT Assessment” fees); and (2) CAT fees assessed by CAT LLC and payable by Participants and Industry Members to fund prospective CAT costs (“CAT Fees”). 8 8  Under the CAT Funding Model, the Operating Committee may establish CAT Fees related to CAT costs going forward. Section 11.3(a) of the CAT NMS Plan. This filing only establishes CAT Fee 2026-1 related to reasonably budgeted CAT costs for the period from May 1, 2026 through December 31, 2026 as described herein; it does not address any other potential CAT Fees related to CAT costs. Any such other CAT Fee will be subject to a separate fee filing. In addition, under the CAT Funding Model, the Operating Committee may establish one or more Historical CAT Assessments. Section 11.3(b) of the CAT NMS Plan. This filing does not address any Historical CAT Assessments. Under the CAT Funding Model, Participants, CEBBs and CEBSs are subject to fees designed to cover the ongoing budgeted costs of the CAT, as determined by the Operating Committee. “The Operating Committee will establish fees (`CAT Fees') to be payable by Participants and Industry Members with regard to CAT costs not previously paid by the Participants (`Prospective CAT Costs').”  9 In establishing a CAT Fee, the Operating Committee will calculate a “Fee Rate” for the relevant period. Then, for each month in which a CAT Fee is in effect, each CEBB and CEBS would be required to pay the fee for each transaction in Eligible Securities executed by the CEBB or CEBS from the prior month as set forth in CAT Data, where the fee for each transaction will be calculated by multiplying the number of executed equivalent shares in the transaction by one-third and by the Fee Rate. 9  Section 11.3(a) of the CAT NMS Plan. 10  Section 11.3(a)(iii)(A) of the CAT NMS Plan. 11  Section 11.3(a)(ii)(A) of the CAT NMS Plan. 12  Section 11.3(a)(ii) of the CAT NMS Plan. 13  Section 11.3(a)(i)(A)(I) of the CAT NMS Plan. The CAT Fees to be paid by CEBBs and CEBSs are designed to contribute toward the recovery of two-thirds of the budgeted CAT costs for the relevant period. 10 The CAT Funding Model is designed to require that the Participants contribute to the recovery of the remaining one-third of the budgeted CAT costs. 11 Participants would be subject to the same Fee Rate as CEBBs and CEBSs. 12 While CAT Fees charged to Industry Members become effective in accordance with the requirements of Section 19(b) of the Exchange Act, 13 CAT fees charged to Participants are implemented via an approval of the CAT fees by the Operating Committee in accordance with the requirements of the CAT NMS Plan. 14 Accordingly, this filing does not address Participant CAT fees as they are described in the CAT NMS Plan. 15 14  CAT Funding Model Approval Order at 13448. 15   See Section 11.3(a)(ii) and Appendix B of the CAT NMS Plan. CAT LLC proposes to charge CEBBs and CEBSs (as described in more detail below) CAT Fee 2026-1 to recover the reasonably budgeted CAT costs for the period from May 1, 2026 through December 31, 2026 in accordance with the CAT Funding Model. To implement this fee on behalf of CAT LLC, the CAT NMS Plan requires the Participants to “file with the SEC under Section 19(b) of the Exchange Act any such fees on Industry Members that the Operating Committee approves, and such fees shall be labeled as `Consolidated Audit Trail Funding Fees.' ”  16 The Plan further states that “[o]nce the Operating Committee has approved such Fee Rate, the Participants shall be required to file with the SEC pursuant to Section 19(b) of the Exchange Act CAT Fees to be charged to Industry Members calculated using such Fee Rate.”  17 Accordingly, the purpose of this filing is to implement a CAT Fee on behalf of CAT LLC for Industry Members, referred to as CAT Fee 2026-1, in accordance with the CAT NMS Plan. 16  Section 11.1(b) of the CAT NMS Plan. 17  Section 11.3(a)(i)(A)(I) of the CAT NMS Plan. (1) CAT Executing Brokers CAT Fee 2026-1 will be charged to each CEBB and CEBS for each applicable transaction in Eligible Securities. 18 The CAT NMS Plan defines a “CAT Executing Broker” to mean: 18  In its approval of the CAT Funding Model, the Commission determined that charging CAT fees to CAT Executing Brokers was appropriate. In reaching this conclusion, the Commission noted that the use of CAT Executing Brokers is appropriate because the CAT Funding Model is based upon the calculation of executed equivalent shares, and, therefore, charging CAT Executing Brokers would reflect their executing role in each transaction. Furthermore, the Commission noted that, because CAT Executing Brokers are already identified in transaction reports from the exchanges and FINRA's equity trade reporting facilities recorded in CAT Data, charging CAT Executing Brokers could streamline the billing process. CAT Funding Model Approval Order at 13413. (a) with respect to a transaction in an Eligible Security that is executed on an exchange, the Industry Member identified as the Industry Member responsible for the order on the buy-side of the transaction and the Industry Member responsible for the sell-side of the transaction in the equity order trade event and option trade event in the CAT Data submitted to the CAT by the relevant exchange pursuant to the Participant Technical Specifications; and (b) with respect to a transaction in an Eligible Security that is executed otherwise than on an exchange and required to be reported to an equity trade reporting facility of a registered national securities association, the Industry Member identified as the executing broker and the Industry Member identified as the contra-side executing broker in the TRF/ORF/ADF transaction data event in the CAT Data submitted to the CAT by FINRA pursuant to the Participant Technical Specifications; provided, however, in those circumstances where there is a non-Industry Member identified as the contra-side executing broker in the TRF/ORF/ADF transaction data event or no contra-side executing broker is identified in the TRF/ORF/ADF transaction data event, then the Industry Member identified as the executing broker in the TRF/ORF/ADF transaction data event would be treated as CAT Executing Broker for the Buyer and for the Seller. 19 19  Section 1.1 of the CAT NMS Plan. In its approval order for the CAT Funding Model, the Commission “recognize[d] that Industry Members may pass-through CAT fees for customer executed volume.” See CAT Funding Model Approval Order at 13424. The following fields of the Participant Technical Specifications indicate the CAT Executing Brokers for the transactions executed on an exchange: 20   See Table 23, Section 4.7 (Order Trade Event) of the CAT Reporting Technical Specifications for Plan Participants, Version 4.2.0-r2 (Feb. 24, 2026), https://www.catnmsplan.com/sites/default/files/2026-02/02.24.2026-CAT_Reporting_Technical_Specifications_for_Participants_4.2.0-r2.pdf (“CAT Reporting Technical Specifications for Plan Participants”). 21   See Table 52, Section 5.2.5.1 (Simple Option Trade Event) of the CAT Reporting Technical Specifications for Plan Participants. Equity Order Trade (EOT)  20 No. Field name Data type Description Include key 12. n. 8/13. n. 8 member Member Alias The identifier for the member firm that is responsible for the order on this side of the trade Not required if there is no order for the side as indicated by the NOBUYID/NOSELLID instruction This must be provided if orderID is provided C Option Trade (OT)  21 No. Field name Data type Description Include key 16. n. 13/17. n. 13 member Member Alias The identifier for the member firm that is responsible for the order R In addition, the following fields of the Participant Technical Specifications would indicate the CAT Executing Brokers for the transactions executed otherwise than on an exchange: TRF/ORF/ADF Transaction Data Event (TRF)  22 No. Field name Data type Description Include key 26 reportingExecutingMpid Member Alias MPID of the executing party R 28 contraExecutingMpid Member Alias MPID of the contra-side executing party C (2) Calculation of Fee Rate 2026-1 22   See Table 62, Section 6.1 (TRF/ORF/ADF Transaction Data Event) of the CAT Reporting Technical Specifications for Plan Participants. The Operating Committee determined the Fee Rate to be used in calculating CAT Fee 2026-1 (“Fee Rate 2026-1”) by dividing the reasonably budgeted CAT costs (“Budgeted CAT Costs 2026-1”) for the period from May 1, 2026 through December 31, 2026 (“CAT Fee 2026-1 Period”) by the reasonably projected total executed share volume of all transactions in Eligible Securities for the eight-month recovery period, as discussed in detail below. 23 Based on this calculation, the Operating Committee has determined that Fee Rate 2026-1 would be $0.000003799483243631228 per executed equivalent share. This rate is then divided by three and rounded to determine the fee rate of $0.000001 per executed equivalent share that will be assessed to CEBBs and CEBSs, as also discussed in detail below. 23  Section 11.3(a)(i) of the CAT NMS Plan. (A) CAT Fee 2026-1 Period CAT LLC proposes to implement CAT Fee 2026-1. CAT LLC proposes to commence CAT Fee 2026-1 during the year, rather than at the beginning of the year. Accordingly, CAT Fee 2026-1 “would be calculated as described in paragraph (II)” of Section 11.3(a)(i)(A) of the CAT NMS Plan, 24 which states that “[d]uring each year, the Operating Committee will calculate a new Fee Rate by dividing the reasonably budgeted CAT costs for the remainder of the year by the reasonably projected total executed equivalent share volume of all transactions in Eligible Securities for the remainder of the year.”  25 For CAT Fee 2026-1, the reasonably budgeted CAT costs for “the remainder of the year” are the reasonably budgeted CAT costs from May 1, 2026 through December 31, 2026 as set forth in the updated annual budget for 2026 for CAT LLC approved by the Operating Committee on March 31, 2026 (“Updated 2026 CAT Budget”). 26 24  Section 11.3(a)(i)(A)(IV) of the CAT NMS Plan. 25  Section 11.3(a)(i)(A)(II) of the CAT NMS Plan. 26  The Updated 2026 CAT Budget is available on the CAT website ( https://www.catnmsplan.com/sites/default/files/2026-04/03.31.26-CAT-2026-Budget.pdf ). (B) Executed Equivalent Shares for Transactions in Eligible Securities Under the CAT NMS Plan, for purposes of calculating CAT Fees, executed equivalent shares in a transaction in Eligible Securities will be reasonably counted as follows: (1) each executed share for a transaction in NMS Stocks will be counted as one executed equivalent share; (2) each executed contract for a transaction in Listed Options will be counted based on the multiplier applicable to the specific Listed Options ( i.e., 100 executed equivalent shares or such other applicable multiplier); and (3) each executed share for a transaction in OTC Equity Securities will be counted as 0.01 executed equivalent share. 27 27  Section 11.3(a)(i)(B) of the CAT NMS Plan. In approving the CAT Funding Model, the Commission concluded that “the use of executed equivalent share volume provides an appropriate basis for the calculation of CAT fees.” CAT Funding Model Approval Order at 13413. (C) Budgeted CAT Costs 2026-1 The CAT NMS Plan states that “[t]he budgeted CAT costs for the year shall be comprised of all reasonable fees, costs and expenses reasonably budgeted to be incurred by or for the Company in connection with the development, implementation and operation of the CAT as set forth in the annual operating budget approved by the Operating Committee pursuant to Section 11.1(a) of the CAT NMS Plan, or as adjusted during the year by the Operating Committee.”  28 Section 11.1(a) of the CAT NMS Plan describes the requirement for the Operating Committee to approve an operating budget for CAT LLC on an annual basis. It requires the budget to “include the projected costs of the Company, including the costs of developing and operating the CAT for the upcoming year, and the sources of all revenues to cover such costs, as well as the funding of any reserve that the Operating Committee reasonably deems appropriate for the prudent operation of the Company.” Section 11.1(a)(i) of the CAT NMS Plan further states that: 28  Section 11.3(a)(i)(C) of the CAT NMS Plan. [w]ithout limiting the foregoing, the reasonably budgeted CAT costs shall include technology (including cloud hosting services, operating fees, CAIS operating fees, change request fees and capitalized developed technology costs), legal, consulting, insurance, professional and administration, and public relations costs, a reserve and such other cost categories as reasonably determined by the Operating Committee to be included in the budget. In accordance with the requirements under the CAT NMS Plan, the Operating Committee approved an annual budget for 2026 for CAT LLC (“Original 2026 CAT Budget”) on December 11, 2025. 29 On March 31, 2026, the Operating Committee approved an updated budget for 2026, referred to as the Updated 2026 CAT Budget. The Updated 2026 CAT Budget includes actual costs for each category for January and February 2026, with updated estimated costs for the remainder of the year. The updated costs for May through December as included in the Updated 2026 CAT Budget ( i.e., Budgeted CAT Costs 2026-1) are the costs used in calculating CAT Fee 2026-1. 30 The 2026 CAT budgets, both the Original 2026 CAT Budget and the Updated 2026 CAT Budget, were prepared on the accrual basis of accounting. 31 29  The Original 2026 CAT Budget is available on the CAT website ( https://www.catnmsplan.com/sites/default/files/2025-12/12.08.25-CAT-LLC-2026-Financial_and_Operating_Budget.pdf ). 30  The version of the Updated 2026 CAT Budget set forth on the CAT website is presented on a quarterly basis, but is prepared based on more granular detail. The costs for May and June are estimated based on two-thirds of costs for Q2 where the budgeted monthly amounts are consistent. For those cases in which the costs for a category vary from month to month in Q2, the specific budgeted amounts for May and June are noted. 31  CAT budgets for periods prior to 2025 were prepared on the cash basis of accounting, as such budgets were primarily used to determine the dollar amount of promissory notes from the Participants that were required to fund the ongoing operations of the CAT. Commencing in 2025, with the contemplated recovery of costs from Industry Members and the Participants via CAT Fees, the Original 2025 CAT Budget was prepared on the accrual basis of accounting to properly match projected revenues with estimated expenses incurred. A cash basis budget reflects expenditures when paid, while an accrual basis budget reflects expenditures when incurred. In moving from a cash basis budget to an accrual basis budget, there is no double counting of expenses. As described in detail below, the Budgeted CAT Costs 2026-1 would be $15,149,648. CEBBs collectively will be responsible for one-third of the Budgeted CAT Costs 2026-1 (which is $5,049,882.67), and CEBSs collectively will be responsible for one-third of the Budgeted CAT Costs 2026-1 (which is $5,049,882.67). The following describes in detail the Budgeted CAT Costs 2026-1 for CAT Fee 2026-1. The following cost details are provided in accordance with the requirement in the CAT NMS Plan to provide in the fee filing the following: the budget for the upcoming year (or remainder of the year, as applicable), including a brief description of each line item in the budget, including (1) technology line items of cloud hosting services, operating fees, CAIS operating fees, change request fees and capitalized developed technology costs, (2) legal, (3) consulting, (4) insurance, (5) professional and administration, and (6) public relations costs, a reserve and/or such other categories as reasonably determined by the Operating Committee to be included in the budget, and the reason for changes in each such line item from the prior CAT fee filing. 32 32  Section 11.3(a)(iii)(B) of the CAT NMS Plan. Each of the costs described below is reasonable, appropriate and necessary for the creation, implementation and maintenance of CAT. The following table breaks down the Budgeted CAT Costs 2026-1 into the categories set forth in Section 11.3(a)(iii)(B) of the CAT NMS Plan. 33 The Budgeted CAT Costs 2026-1 reflect the costs for May through December as included in the Updated 2026 CAT Budget. The Budgeted CAT Costs 2026-1 are the costs used in calculating CAT Fee 2026-1. 33  Note that costs and related cost calculations provided in this filing may reflect minor variations from the budgeted costs due to rounding. Budgeted CAT Costs 2026-1 Budget category Budgeted CAT costs 2026-1  b (i.e., costs for May-December 2026) Capitalized Developed Technology Costs  a c  $3,450,000 Technology Costs 83,737,680 Cloud Hosting Services d  49,866,667 Operating Fees e  19,691,953 CAIS Operating Fees f  14,179,060 Change Request Fees g  0 Legal h  5,670,452 Consulting i  1,025,957 Insurance j  852,768 Professional and administration k  749,151 Public relations l  0 Interest Income m  (1,453,382) Total Costs 94,032,626 Reserve (25% of Total Costs) 23,508,157 Total Costs and Reserve 117,540,783 Use of Existing Reserve n  (102,391,135) Total Budgeted CAT Costs 2026-1 15,149,648 a  The non-cash amortization of these capitalized developed technology costs to be incurred during the CAT Fee 2026-1 Period have been appropriately excluded from the above table. b  Budgeted CAT Costs 2026-1 described in this table of costs were determined based on an analysis of a variety of factors, including historical costs/invoices, estimated costs from respective vendors/service providers, contractual terms with vendors/service providers, anticipated service levels and needs, and discussions with vendors and Participants. c  This cost number for capitalized developed technology costs reflects (1) capitalized developed technology costs of $3,450,000 for May, $0 for June and $0 for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget; and (2) $0 for the Software License Fee 2026 for the second, third, and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: ($3,450,000 + $0 + $0 + $0) + ($0 + $0 + $0) = $3,450,000. d  This cost number for cloud hosting services reflects two-thirds of the cloud hosting services costs for the second quarter and the cloud hosting services for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: (2/3 × $18,700,000) + $18,700,000 + $18,700,000 = $49,866,667. e  This cost number for operating fees reflects (1) two-thirds of the Non-CAIS fixed operating fees for the second quarter and the Non-CAIS fixed operating fees for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget and (2) two-thirds of the market data vendor fees for the second quarter and the market data vendor fees for the third and fourth quarter of 2026 as included in the Updated 2026 CAT Budget: ((2/3 × $7,191,853) + $7,191,853 + $7,191,853) + ((2/3 × $192,630) + $192,630 + $192,630) = $19,691,953. f  This cost number for CAIS operating fees reflects two-thirds of the CAIS fixed operating fees for the second quarter and the CAIS fixed operating fees for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: (2/3 × $5,317,147) + $5,317,147 + $5,317,147 = $14,179,060. g  This $0 cost number for change requests reflects the fact that there were no change request fees set forth in the Updated 2026 CAT Budget. h  This cost number for legal services reflects two-thirds of the legal costs for the second quarter and the legal costs for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: (2/3 × $2,145,170) + $2,125,170 + $2,115,170 = $5,670,452. i  This cost number for consulting services reflects two-thirds of the consulting costs for the second quarter and the consulting costs for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: (2/3 × $384,734) + $384,734 + $384,734 = $1,025,957. j  This cost number for insurance reflects two-thirds of the insurance costs for the second quarter and the insurance costs for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: (2/3 × $300,977) + $321,042 + $331,074 = $852,768. k  This cost number for professional and administration services reflects two-thirds of the professional and administration costs for the second quarter and the professional and administration costs for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: (2/3 × $280,932) + $280,932 + $280,932 = $749,151. l  This $0 cost number of change requests reflects the fact that there were no change request fees set forth in the Updated 2026 CAT Budget. m  This interest income reflects interest income (net of bank fees) of $517,208 for May and June and interest income (net of bank fees) for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget: $517,208 + $571,010 + $365,164 = $1,453,382. Note that interest income for May and June 2026 of $517,208 is slightly less than two-thirds of $809,598 (which is $539,732) for the second quarter as the amount of interest income varies from month to month. n  This amount for the use of the existing reserve is calculated by subtracting from the Accrued Liquidity Reserve Balance as of the Beginning of the Year in the Updated 2026 CAT Budget the 25% Incremental Liquidity Reserve Accrued during 2026 for the first quarter and for April of 2026 as included in the Updated 2026 CAT Budget: $155,403,378−($41,800,153 + $11,212,091) = $102,391,135. Note that the 25% Incremental Liquidity Reserved Accrued during 2026 for April 2026 of $11,212,091 is slightly more than one-third of $33,366,432 (which is $11,122,144) for the second quarter as the amount of the 25% Incremental Liquidity Reserved Accrued during 2026 varies from month to month. To the extent that CAT LLC enters into notes with Participants or others to pay costs incurred during the period in which CAT Fee 2026-1 is in effect, CAT LLC will use the proceeds from CAT Fee 2026-1 and the related Participant CAT fees to repay such notes. 34   With respect to certain costs that were “appropriately excluded,” such excluded costs relate to the amortization of capitalized technology costs, which are amortized over the life of the Plan Processor Agreement. As such costs have already been otherwise reflected in the filing, their inclusion would double count the capitalized technology costs. In addition, amortization is a non-cash expense. The following table compares the annual budgeted CAT costs as set forth in the updated annual CAT budget for 2025 approved by the Operating Committee in May 2025 (“May Updated 2025 CAT Budget”), 35 the updated annual CAT budget for 2025 approved by the Operating Committee in November 2025 (“November Updated 2025 CAT Budget”), 36 the Original 2026 CAT Budget and the Updated 2026 CAT Budget, and is provided for informational purposes. In each case, the costs provided reflect the costs for the entire year for each of the budgets; this differs from the above chart which focuses on budgeted costs for the period from May 1, 2026 through December 31, 2026, which, as noted, are the costs that are used in the calculation of the fee rate in this fee filing. 35  The May Updated 2025 CAT Budget is available on the CAT website ( https://www.catnmsplan.com/sites/default/files/2025-05/05.19.25-CAT-LLC-2025-Financial_and_Operating-Budget.pdf ). 36  The November Updated 2025 CAT Budget is available on the CAT website ( https://www.catnmsplan.com/sites/default/files/2025-12/12.22.25_CAT-LLC-2025-Finacial_and_Operating-Budget.pdf ). Comparison of Full Year Budgeted Costs Budget Category Full year of 2025 budgeted CAT costs from updated 2025 CAT budget (May 2025) Full year of 2025 budgeted CAT costs from updated 2025 budget (Nov. 2025) Full year of 2026 budgeted CAT costs from original 2026 CAT budget Full year of 2026 budgeted CAT costs from updated 2026 CAT budget Capitalized Developed Technology Costs  a $4,871,962 $5,163,991 $8,228,827 $8,378,964 Technology Costs 211,548,472 173,091,660 137,514,003 128,643,476 Cloud Hosting Services 159,230,937 122,084,811 81,900,006 77,529,362 Operating Fees  b 30,817,686 29,932,001 34,345,413 29,845,524 CAIS Operating Fees 20,749,848 20,749,848 21,268,584 21,268,590 Change Request Fees 750,000 325,000 0 0 Legal 7,370,002 7,312,547 8,485,000 8,939,184 Consulting 1,749,998 1,750,000 1,550,000 1,550,000 Insurance 1,594,452 1,368,750 1,505,625 1,254,070 Professional and administration 1,193,090 1,392,679 1,145,500 1,085,500 Public relations 6,575 6,575 0 0 Interest Income 0 (2,510,223) (1,995,958) (2,806,325) Total Annual CAT Costs  c 228,334,551 187,575,979 156,432,998 147,044,869 a  This cost number is calculated by adding together the Capitalized Developed Technology Costs and the Software License Fee for each budget. b  This cost number is calculated by adding together the Operating fees, the Cyber Insurance Premium Adjustment (if any) and market data vendor fees (if any separate fees) for each budget. c  This total cost number does not include an amount for a reserve. In addition, the following table compares the budgeted costs for January and February 2026 that were used in drafting the Original 2026 CAT Budget with the actual costs for January and February 2026 that were used in drafting the Updated 2026 CAT Budget. The Original 2026 CAT Budget includes budgeted costs for January and February 2026, whereas the Updated 2026 CAT Budget includes actual costs for January and February 2026. The variance from the budgeted costs for January and February 2026 to the actual costs for January and February 2026 are used in this filing in supporting the reasonableness of the estimates for each category of costs. Comparison of Budgeted and Actual Costs for January & February 2026 Budget category Budgeted costs for January & February 2026 (as used in drafting the original 2026 CAT budget) Actual costs for January & February 2026 (as used in drafting the updated 2026 CAT budget) Variance from budgeted costs for January & February 2026 to actual costs for January & February of 2026 Capitalized Developed Technology Costs  a $671,472 $4,145,430 Increase by $3,473,958. b Technology Costs: 25,894,000 21,501,183 Cloud Hosting Services 17,200,000 12,829,362 Decrease by $4,370,638. c Operating Fees 5,149,236 5,127,057 Decrease by $22,179. CAIS Operating Fees 3,544,764 3,544,764 No change. Change Request Fees 0 0 No change. Legal 1,424,166 1,838,617 Increase by $414,451. d Consulting 258,334 267,554 Increase by $9,220. Insurance 250,938 200,652 Decrease by $50,286. Professional and administration 190,916 149,061 Decrease by $41,855. Public relations 0 0 No change. Interest Income (758,343) (757,527) Decrease by $816. Total 27,931,483 27,344,970 Decrease by $586,513. a  This cost number for capitalized developed technology costs is calculated by adding together the capitalized developed technology costs and the software license fee for each budget. b  The variance for capitalized developed technology costs is the result of costs related to the software license fee in accordance with the Plan Processor Agreement with FCAT. c  This variance is attributable to lower than forecasted market volumes and the impact of lower processing costs due to shutting down certain functionalities. d  The variance in legal costs is attributable to unanticipated issues that required additional legal efforts on behalf of CAT LLC that developed after the budget was created. (i) Technology Costs—Cloud Hosting Services (a) Description of Cloud Hosting Services Costs Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to provide a brief description of the cloud hosting services costs set forth in the budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $49,866,667 in technology costs for cloud hosting services for the CAT Fee 2026-1 Period. The technology costs for cloud hosting services represent costs reasonably budgeted to be incurred for services provided by the cloud services provider for the CAT, Amazon Web Services, Inc. (“AWS”) during the CAT Fee 2026-1 Period. In the agreement between CAT LLC and the Plan Processor for the CAT (“Plan Processor Agreement”), FINRA CAT, LLC (“FCAT”), AWS was named as the subcontractor to provide cloud hosting services. Under the Plan Processor Agreement, CAT LLC is required to pay FCAT the fees incurred by the Plan Processor for cloud hosting services provided by AWS as FCAT's subcontractor on a monthly basis for the cloud hosting services, and FCAT, in turn, pays such fees to AWS. The fees for cloud hosting services were negotiated by FCAT on an arm's length basis with the goals of managing costs and receiving services required to comply with the CAT NMS Plan and Rule 613, taking into consideration a variety of factors, including the expected volume of data, the breadth of services provided and market rates for similar services. Services provided by AWS include storage services, databases, compute services and other services (such as networking, management tools and DevOps tools), as well as various environments for CAT, such as development, performance testing, test, and production environments. FCAT utilizes such cloud hosting services for a broad array of services for the CAT, such as data ingestion, data management, and analytic tools for the CAT. AWS performs cloud hosting services for both the CAT transaction database as well as the Reference Database (previously referred to as the Customer and Account Information System, or “CAIS”). 37 It is anticipated that such cloud hosting services will continue during the CAT Fee 2026-1 Period. 37  On January 13, 2026, the SEC approved an amendment to the CAT NMS Plan relating to the Customer and Account Information System (referred to as “CAIS”). Effective with this amendment, CAIS has been renamed as the “Reference Database.” Securities Exchange Act Rel. No. 104586 (Jan. 13, 2026), 91 FR 2164 (Jan. 16, 2026) (“CAIS Amendment”). The SEC subsequently approved another amendment to the CAT NMS Plan to implement various cost savings measures that made further changes to the Reference Database. Securities Exchange Act Rel. No. 105107 (Mar. 27, 2026), 91 FR 16284 (Mar. 27, 2026) (“Cost Savings Amendment”). The cost for AWS cloud services for the CAT is a function of the volume of CAT Data, largely as a result of the processing and storage of the CAT Data. 38 The greater the amount of CAT Data, the greater the cost of AWS services to CAT LLC. During the CAT Fee 2026-1 Period, it is expected that AWS would provide cloud hosting services for volumes of CAT Data far in excess of the volume predictions set forth in the CAT NMS Plan. The CAT NMS Plan states, when all CAT Reporters are submitting their data to the CAT, it “must be sized to receive[,] process and load more than 58 billion records per day,”  39 and that “[i]t is expected that the Central Repository will grow to more than 29 petabytes of raw, uncompressed data.”  40 In contrast with those estimates, the Q3 2025 data volumes averaged 792 billion events per day. The highest peak data volume to date of 1.45 trillion events was recorded on April 7, 2025. The top five peak days were recorded in April 2025. 38  In addition to the effect of the data volume on the cloud hosting costs, the processing timelines set forth in the Plan contribute to the cloud hosting costs. For further discussion of the effect of processing timelines on cloud hosting costs, see Section 3(b)(2)(A)(i) below. 39  Section 1.3 of Appendix D of the CAT NMS Plan, n.262. 40  Section 1.3 of Appendix D of the CAT NMS Plan. CAT LLC estimates that the budget for cloud hosting services costs during the CAT Fee 2026-1 Period will be approximately $49,866,667. 41 The budget for cloud hosting services costs during the CAT Fee 2026-1 Period is calculated based on the Updated 2026 CAT Budget. Specifically, this estimate was calculated by adding two-thirds of the cloud hosting services costs for the second quarter and the cloud hosting services for the third and fourth quarters of 2026 as included in the Updated 2026 CAT Budget. 42 41   See chart entitled “Budgeted CAT Costs 2026-1” in Section 3(a)(2)(C) above. 42  This calculation is ( 2/3 × $18,700,000) + $18,700,000 + $18,700,000 = $49,866,667. CAT LLC estimated the budget for the cost for cloud hosting services for the CAT Fee 2026-1 Period based on an assumption of 35% annual year-over-year volume growth for the transaction database and an assumption of 5% annual year-over-year volume growth for the Reference Database. CAT LLC determined these growth assumptions in coordination with FCAT. 43 43  Note that these growth rates are based on events processed and stored in the CAT. Executed transactions are a small subset of such events. As a result, the number of transactions in the CAT, and, hence, the number of executed equivalent shares, is not directly correlated with the number of events processed in the CAT or the costs of cloud hosting services for the CAT. Accordingly, the number of executed equivalent shares may stay relatively constant from year to year while the number of events processed and stored in the CAT may grow significantly. This process for estimating the budget for cloud hosting services costs for the CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the cloud hosting services costs for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for cloud hosting services of $17,200,000 for January and February 2026. The actual costs for cloud hosting services for January and February 2026, which are set forth in the Updated 2026 CAT Budget, were $12,829,362. Therefore, the variance between budgeted and actual cloud hosting services costs for January and February 2026 was an approximate decrease of $4,370,638 as a result of lower volumes and a change in functionality. 44 Accordingly, CAT LLC believes that the process for estimating the budgeted cloud hosting services costs for the CAT Fee 2026-1 Period is reasonable. 44   See chart entitled “Comparison of Budgeted and Actual Costs for January & February 2026” in Section 3(a)(2)(C) above. (b) Changes From Prior Fee Filing Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to describe the reason for changes in the line item for cloud hosting services costs from the prior CAT Fee filing. As this is the first Prospective CAT Fee filing under this CAT Funding Model, this filing describes the changes in the cloud hosting services costs from the Original 2026 Budget. 45 Specifically, the following describes the differences in the costs for cloud hosting services included in the Original 2026 CAT Budget versus the Updated 2026 CAT Budget, and the reasons for any changes. 45  The last Prospective CAT Fee, CAT Fee 2025-2, was implemented pursuant to the prior CAT funding model. Moreover, the final invoice for CAT Fee 2025-2 was sent in December 2025, and, therefore, there is a six-month gap between the final invoice for CAT Fee 2025-2 and the first invoice for CAT Fee 2026-1, which would be in June 2026. Accordingly, this filing describes the changes in the cloud hosting services costs from the Original 2026 Budget. The annual 2026 budgeted costs for cloud hosting services included in the Original 2026 CAT Budget were $81,900,006, and the annual 2026 budgeted costs for cloud hosting services included in the Updated 2026 CAT Budget are $77,529,362. Accordingly, budgeted annual costs for cloud hosting services decreased by $4,370,644 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget, which is an approximate 5% reduction in cloud hosting services costs for the full year of 2026. 46 The budgeted decrease in costs for cloud hosting services reflects lower costs for January and February 2026 due to lower than forecasted market volumes in January and the impact of lower processing costs due to shutting down certain functionalities. 46   See chart entitled “Comparison of Full Year Budgeted Costs” in Section 3(a)(2)(C) above. (ii) Technology Costs—Operating Fees (a) Description of Operating Fees Section 11.3(a)(iii)(B)(B)(1) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to provide a brief description of the operating fees set forth in the budget. The Operating Committee approved an operating budget for the CAT pursuant to Section 11.1(a) of the CAT NMS Plan that included $19,691,953 in technology costs for operating fees for the CAT Fee 2026-1 Period. Operating fees are those fees paid by CAT LLC to FCAT as the Plan Processor to operate and maintain the CAT and to perform business operations related to the system, including compliance, security, testing, training, communications with the industry ( e.g., management of the FINRA CAT Helpdesk, FAQs, website and webinars) and program management as required by the CAT NMS Plan. Operating fees also include market data provider costs, as discussed below. Plan Processor: FCAT. Under the Plan Processor Agreement with FCAT, CAT LLC is required to pay FCAT a negotiated monthly fixed price for the operation of the CAT. This fixed price contract was negotiated on an arm's length basis with the goals of managing costs and receiving services required to comply with the CAT NMS Plan and Rule 613, taking into consideration a variety of factors, including the breadth of services provided and market rates for similar types of activity. It is anticipated that FCAT will provide a variety of services to the CAT during the CAT Fee 2026-1 Period, including the following: • Provide the CAT-related functions and services as the Plan Processor as required by SEC Rule 613 and the CAT NMS Plan in connection with the operation and maintenance of the CAT; • Address compliance items, including drafting CAT policies and procedures, and addressing Regulation SCI requirements; • Provide support to the Operating Committee, the Compliance Subcommittee and CAT working groups; • Assist with interpretive efforts, exemptive requests and amendments regarding the CAT NMS Plan; • Oversee the security of the CAT; • Monitor the operation of the CAT, including with regard to Participant and Industry Member reporting; • Provide support to subcontractors under the Plan Processor Agreement; • Provide support in discussions with the Participants and the SEC and its staff; • Operate the FINRA CAT Helpdesk; • Facilitate communications with the industry, including via FAQs, CAT Alerts, meetings, presentations and webinars; • Administer the CAT website and all of its content; • Maintain cyber security insurance related to the CAT; • Assist with billing, collection and other CAT fee-related activity; and • Provide technical support and assistance with connectivity, data access, and user support, including the use of CAT Data and query tools, for Participants and the SEC staff. CAT LLC calculated the budget for the FCAT technology costs for operating fees for the CAT Fee 2026-1 Period based on the recurring monthly operating fees under the Plan Processor Agreement. Market Data Provider: Algoseek. It is anticipated that the operating fees costs for the CAT Fee 2026-1 Period will include costs related to the receipt of certain market data for the CAT pursuant to an agreement between FCAT and Algoseek, LLC (“Algoseek”). CAT LLC determined that Algoseek would provide market data that included data elements set forth in Section 6.5(a)(ii) of the CAT NMS Plan, and that the fees were reasonable and in line with market rates for the market data received. All costs under the contract would be treated as a direct pass through cost to CAT LLC. CAT LLC estimated the budget for the costs for Algoseek for the CAT Fee 2026-1 Period based on the monthly rate set forth in the agreement between Algoseek and FCAT. Operating Fee Estimates. CAT LLC estimates that the budget for operating fees during the CAT Fee 2026-1 Period will be approximately $19,691,953. 47 The budget for operating fees during the CAT Fee 2026-1 Period is calculated based on the Updated 2026 CAT Budget. Specifically, this estimate was calculated by adding (1) two-thirds of the Non-CAIS fixed operating fees for the second quarter and the Non-CAIS fixed operating fees for the third and fourth quarters of 2026 included in the Updated 2026 CAT Budget and (2) two-thirds of the market data vendor fees for the second quarter and the market data vendor fees for the third and fourth quarter of 2026 included in the Updated 2026 CAT Budget. 48 47   See chart entitled “Budgeted CAT Costs 2026-1” in Section 3(a)(2)(C) above. 48  This calculation is (( 2/3 × $7,191,853) + $7,191,853 + $7,191,853) + (( 2/3 × $192,630) + $192,630 + $192,630) = $19,691,953. As discussed above, CAT LLC estimated the budget for the operating fees during the CAT Fee 2026-1 Period based on monthly rates set forth in the Plan Processor Agreement and the agreement with Algoseek. CAT LLC also recognized that the operating fees are generally consistent throughout the year. This process for estimating the budget for the operating fees for the CAT Fee 2026-1 Period is the same process by which CAT LLC estimated the operating fees for the Original 2026 CAT Budget. The Original 2026 CAT Budget estimated a budget for operating fees of $5,149,236 for January and February 2026, and the actual costs for operating fees for January and February 2026 were $5,127,057. Therefore, the variance between budgeted and actual operating fees for this period was small—$22,179. 49 Accordingly, CAT LLC believes that the process for estimating the budgeted operating fees for the CAT Fee 2026-1 Period is reasonable. 49   See chart entitled “Comparison of Budgeted and Actual Costs for January & February 2026” in Section 3(a)(2)(C) above. (b) Changes From Prior Fee Filing Section 11.3(a)(iii)(B)(B) of the CAT NMS Plan requires the fee filing for a Prospective CAT Fee to describe the reason for changes in the line item for operating fees from the prior CAT Fee filing. As this is the first Prospective CAT Fee filing under this CAT Funding Model, this filing describes the changes in the operating fees from the Original 2026 Budget. Specifically, the following describes the differences in the costs for operating fees included in the Original 2026 CAT Budget versus the Updated 2026 CAT Budget, and the reasons for any changes. The annual 2026 budgeted costs for operating fees included in the Original 2026 CAT Budget were $34,345,413, and the annual 2026 budgeted costs for operating fees included in the Updated 2026 CAT Budget are $29,845,524. Accordingly, budgeted annual costs for operating fees decreased by $4,499,889 from the Original 2026 CAT Budget to the Updated 2026 CAT Budget, which is an approximate 13% reduction in operating fees for the full year of 2026. 50 The budgeted decrease in costs for operating fees reflects the proposed amendments to the Plan Processor Agreement related to the recent cost savings amendments to the CAT NMS Plan. 51 50   See chart entitled “Comparison of Full Year Budgeted Costs” in Section 3(a)(2)(C) above. 51   See CAIS Amendment and Cost Savings Amendment. (iii) Technology Costs—CAIS Operating Fees (a) Description of CAIS Operating Fe