Notice2025-10196
Self-Regulatory Organizations; NYSE Texas, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Article 22, Rule 24
Primary source
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Published
June 5, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 107 (Thursday, June 5, 2025)</title>
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[Federal Register Volume 90, Number 107 (Thursday, June 5, 2025)]
[Notices]
[Pages 23968-23970]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-10196]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103159; File No. SR-NYSETEX-2025-14]
Self-Regulatory Organizations; NYSE Texas, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend Article
22, Rule 24
May 30, 2025.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on May 28, 2025, the NYSE Texas, Inc. (``NYSE Texas'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Article 22, Rule 24 to specify the
additional requirements applicable to listed securities on the Exchange
issued by Intercontinental Exchange, Inc. or its affiliates. The
proposed rule change is available on the Exchange's website at
<a href="http://www.nyse.com">www.nyse.com</a>, at the principal office of the Exchange, and at the
Commission's Public Reference Room.
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 self-regulatory organization
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 those 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 parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
In 2018, the Exchange became a wholly-owned subsidiary of
Intercontinental Exchange, Inc. (``ICE'').\4\ In connection with the
acquisition, the Exchange amended certain of its rules and adopted
other new rules.\5\ Among the rules adopted by the Exchange was a new
Rule 24 under Exchange Article 22 (``Rule 24'').\6\ New Rule 24 was
based on NYSE Rule 497 and NYSE American Rule 497--Equities
(collectively, ``Rule 497'') with certain modifications discussed
below.
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\4\ Under the terms of the 2018 transaction, a wholly-owned
subsidiary of NYSE Group, Inc. merged with the Exchange's parent,
with the Exchange's parent surviving the merger and becoming a
wholly-owned subsidiary of ICE.
\5\ See Securities Exchange Act Release No. 83635 (July 13,
2018), 83 FR 34182 (July 19, 2018) (SR-CHX-2018-004) (Notice of
Filing of Amendment Nos. 2 and 3 and Order Granting Accelerated
Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1,
2, and 3 thereto, in Connection with a Proposed Transaction
Involving CHX Holdings, Inc. and the Intercontinental Exchange,
Inc.).
\6\ Rule 24 was originally adopted as Rule 28. It was recently
renumbered as Rule 24 when certain preceding rules were deleted. See
Securities Exchange Act Release No. 102957 (April 29, 2025, 85 FR
19054 (May 5, 2025) (SR-NYSECHX-2025-04).
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Rule 497 sets forth additional requirements for the listing and
trading on the relevant exchange of a security issued by ICE or its
affiliates (an ``Affiliate Security''). Prior to the initial listing of
an Affiliate Security, exchange regulatory staff are required to
determine that such security meets applicable listing standards and
present such findings to the exchange's Regulatory Oversight Committee
for approval.\7\ Once listed, exchange regulatory staff must prepare a
quarterly report that describes (i) the Affiliate Security's compliance
with specified continued listing criteria \8\, and (ii) the exchange
regulatory staff's monitoring of the Affiliate Security's trading.\9\
On an annual basis, Rule 497 requires that an independent accounting
firm review the listing standards applicable to the Affiliate Security,
ensure compliance with such standards, and forward its report to the
exchange's Regulatory Oversight Committee.\10\ Lastly, if exchange
regulatory staff determine that an Affiliate Security is not in
compliance with applicable listing standards, Rule 497 requires that it
shall notify the issuer of such non-compliance and request a plan of
compliance. In addition, within five business days of notifying the
issuer of its noncompliance, the Exchange must file a report with the
Securities and Exchange Commission (the ``Commission'') that details
the date of noncompliance, type of noncompliance, and any other
material related to the noncompliance that has been conveyed to the
issuer. Within five business days of receiving a plan of compliance
from the issuer, the Exchange must notify the Commission of such
receipt, whether the plan was accepted, or what other action was taken
with respect to the compliance plan, and the time period, if any,
provided to regain compliance with applicable Exchange listing
standards.\11\
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\7\ See Rule 497(b).
\8\ See Rule 497(c)(1).
\9\ See Id. The report must include summaries of all related
surveillance alerts, complaints, regulatory referrals, adjusted
trades, investigations, examinations, formal and informal
disciplinary actions, exception reports and trading data used to
ensure the Affiliate Security's compliance with the exchange's
listing and trading rules.
\10\ See Rule 497(c)(2).
\11\ See Rule 497(c)(3).
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At the time it was acquired by ICE, the Exchange served only as a
dual-listing venue for issuers. Each issuer with a class of securities
listed on the Exchange also listed the specified class of securities on
another national securities exchange. Because the Exchange was not a
primary listing venue in 2018, it did not anticipate that it would ever
list an Affiliate Security. It did, however, contemplate that an
Affiliate Security could trade on the Exchange. When adopting Rule 24,
therefore, the Exchange adopted only those provisions of Rule 497 that
relate
[[Page 23969]]
to the trading of an Affiliate Security and did not adopt those
provisions related to the listing of an Affiliate Security.
In 2025, the Exchange reincorporated as a Texas corporation and was
renamed ``NYSE Texas, Inc.'' \12\ Following its reincorporation and
renaming, the Exchange continues to serve as a dual-listing venue for a
number of issuers. The Exchange proposes to amend Rule 24 to adopt the
provisions of Rule 497 related to the listing of Affiliate Securities
in order to permit the listing of an Affiliate Security in the future.
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\12\ See Securities Exchange Act Release No. 102507 (February
28, 2025), 90 FR 11445 (March 6, 2025) (SR-NYSECHX-2025-01) (Notice
of Filing and Immediate Effectiveness of Proposed Rule Change to
Repeal the Exchange's Certificate of Incorporation; Adopt the
Certificate of Formation of NYSE Texas, Inc.; Amend the Exchange's
By-Laws, Rules, and Certain Fee Schedules; and Amend the Certificate
of Incorporation and By-Laws of the Exchange's Holding Company to
Reflect the Conversion of the Exchange to a Texas Corporation and
the Renaming of NYSE Chicago Holdings, Inc.).
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Specifically, the Exchange proposes to amend Rule 24(a) to correct
the misnumbering reference described above in Footnote 5. The Exchange
proposes to amend Rule 24(b) to specify the procedures required of
exchange regulatory staff prior to listing Affiliate Security. Lastly,
the Exchange proposes to amend Rule 24(c) to specify the ongoing
requirements, as described above, when an Affiliate Security is listed
on the Exchange. If the proposed revisions are approved, Rule 24 will
be substantially identical to Rule 497.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Securities Exchange Act of 1934,\13\ in general, and furthers the
objectives of Section 6(b)(5),\14\ in particular, because it is
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in facilitating transactions in
securities, to remove impediments to, and perfect the mechanism of, a
free and open market and a national market system and, in general, to
protect investors and the public interest. The Exchange believes that
the proposed rule would remove impediments to and perfect the mechanism
of a free and open market because it proposes to simply conform Rule 24
to the corresponding NYSE Rule 497 and ensure that an Affiliate
Security listed on the Exchange is subject to the same set of rigorous
regulatory oversight. The proposed rule change would therefore remove
impediments to and perfect the mechanism of a free and open market and
a national market system by promoting consistency across the rules of
affiliated exchanges. The proposed rules are also intended to serve
investor protection and public interest goals by ensuring that when the
Exchange lists an Affiliate Security, such security is subject to the
same Exchange regulatory oversight as all other securities listed by
non-affiliated issuers.
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\13\ 15 U.S.C. 78f(b).
\14\ 15 U.S.C. 78f(b)(5).
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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
sets forth requirements for the listing of an Affiliate Security on the
Exchange, which requirements are based on rules previously approved on
at least one other exchange. The Exchange believes that the proposed
rule change would promote competition because it would provide another
listing venue for Affiliate Securities, while ensuring that such
securities remain subject to stringent regulatory oversight.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \15\ and Rule 19b-
4(f)(6) thereunder.\16\
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\15\ 15 U.S.C. 78s(b)(3)(A).
\16\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \17\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \18\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has requested that the Commission waive the 30-day operative delay. The
Exchange states that the proposed rule change serves the protection of
investors and the public interest by ensuring that when the Exchange
lists an Affiliate Security, such security is subject to the same
regulatory oversight as all other securities listed by non-affiliated
issuers. Additionally, the Exchange states that the proposed rule
change would harmonize the rules of affiliated listing exchanges and
provide an additional listing option for Affiliated Securities. The
Commission believes the waiver of the operative delay is consistent
with the protection of investors and the public interest. Accordingly,
the Commission hereby waives the operative delay and designates the
proposed rule change operative upon filing.\19\
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\17\ 17 CFR 240.19b-4(f)(6).
\18\ 17 CFR 240.19b-4(f)(6)(iii).
\19\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#bccec9d0d991dfd3d1d1d9d2c8cffccfd9df92dbd3ca"><span class="__cf_email__" data-cfemail="c6b4b3aaa3eba5a9ababa3a8b2b586b5a3a5e8a1a9b0">[email protected]</span></a>. Please include
file number SR-NYSETEX-2025-14 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange
[[Page 23970]]
Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-NYSETEX-2025-14. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for website viewing and
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also 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-NYSETEX-2025-14 and should
be submitted on or before June 26, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
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\20\ 17 CFR 200.30-3(a)(12).
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Stephanie J. Fouse,
Assistant Secretary.
[FR Doc. 2025-10196 Filed 6-4-25; 8:45 am]
BILLING CODE 8011-01-P
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