Notice2026-01209
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Streamline and Modernize Rule 76
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
January 23, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 15 (Friday, January 23, 2026)</title>
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[Federal Register Volume 91, Number 15 (Friday, January 23, 2026)]
[Notices]
[Pages 2978-2981]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-01209]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104636; File No. SR-NYSE-2026-02]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Streamline and Modernize
Rule 76
January 20, 2026.
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 January 8, 2026, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') 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 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 streamline and modernize Rule 76. The
proposed rule change is available on the Exchange's website at
<a href="http://www.nyse.com">www.nyse.com</a> and at the principal office of the Exchange.
[[Page 2979]]
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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes amendments to Rule 76 (``Crossing'' Orders)
that would streamline and modernize the rule and eliminate Designated
Market Maker (``DMM'') involvement in manual Floor broker cross
transactions under both Rule 76 and Rule 72(d) on the Trading Floor.\4\
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\4\ The term ``Trading Floor'' is defined in Rule 6A to mean the
restricted-access physical areas designated by the Exchange for the
trading of securities, commonly known as the ``Main Room'' and the
``Buttonwood Room.''
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The current crossing procedure set forth in Rule 76, which applies
to Floor broker crosses effectuated pursuant to Rule 76 and Rule 72(d),
provides that Floor brokers must announce these cross transactions at
the DMM unit post/panel where the security trades, where the assigned
DMM acknowledges the Floor broker announcement in Exchange systems. As
proposed, Floor brokers would announce cross transactions to the entire
Trading Floor electronically at a designated spot on the Trading Floor
and in the presence of a Trading Official, who will record the
announcement and acknowledge the Floor broker cross transaction. In
addition to eliminating any DMM involvement in cross transactions,
electronic announcement of a cross transaction would also provide a
more efficient and effective way to determine whether any other Floor
brokers are interested in participating in or breaking up a cross
transaction.
Background
Rule 76 governs the execution of ``cross'' or ``crossing'' orders
by Floor brokers. Rule 76 applies only to manual transactions executed
on the Trading Floor and provides that when a member has an order to
buy and an order to sell the same security that can be crossed at the
same price, the member is required to clearly announce to the trading
Crowd the proposed cross by offering the security at a price that is
higher than his or her bid by a minimum variation permitted in the
security before crossing the orders.
To assist Floor brokers in monitoring the price of protected
quotations and ensuring compliance with Rule 611 of Regulation NMS,
Rule 76.10 permits Floor brokers to enter a cross transaction into
their hand-held devices (``HHD'') at a limit price consistent with
customer instructions and as determined by the Floor broker. The Floor
broker cannot, however, use this functionality with respect to a cross
involving a principal order to buy and a principal order to sell
submitted by the same broker-dealer.
Following entry of the orders into the HHD, a quote minder function
monitors protected quotations to determine when the limit prices
assigned to the buy and sell orders are such that the orders may be
executed consistent with Rule 611. When the protected quotation permits
a Rule 611-compliant print (i.e., the desired crossing price is at or
between the protected bid and offer), quote minder delivers an alert
message indicating that the orders may be crossed; captures within
Exchange systems a time-stamped quote that includes the time the alert
is sent to the Floor broker and the protected bid and offer at that
time; starts a 20-second timer; and enables a ``print'' key function in
the HHD allowing the Floor broker to cross the orders and print the
trade through Exchange systems to the Consolidated Tape within that 20-
second time period.\5\
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\5\ If Exchange systems do not receive the ``print'' message
from the Floor broker within the allotted time period, the ability
to execute the orders and print to the Consolidated Tape will expire
and the cross instructions will be cancelled.
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Floor brokers utilize the 20-second period to comply with Rule 76's
requirement that a Floor broker ``clear'' the trading Crowd before
executing a cross transaction, which is accomplished by the broker
verbally announcing the cross trade at the post/panel of the DMM unit
for the subject security. If there is other Floor broker and/or DMM
interest in response to the verbal announcement of the cross trade, the
Floor broker must trade with such interest on behalf of the applicable
customer order(s). If the original terms of a cross transaction cannot
be met for any reason, for example, if the crowd trades with a portion
of either the bid or offer and the Floor broker cannot otherwise
complete the proposed cross transaction in the size or price as
entered, the originally-entered proposed cross transaction is
cancelled. If the proposed cross trade is not broken up, the Floor
broker may proceed to execute the trade by selecting the ``print'' key
in the HHD prior to the expiration of the 20-second timer, which also
transmits a message to Exchange systems to print the transaction to the
Consolidated Tape. The completed transaction is then printed to the
Consolidated Tape at that price. The DMM confirms the Floor broker
announcement as required by Rule 76 in Exchange systems.\6\
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\6\ Rule 72(d) permits a member with an order to buy and an
order to sell an equivalent amount of the same security, where both
orders are ``block'' orders, to cross those orders at a price at or
within the Exchange best bid or offer. For purposes of Rule 72(d), a
``block'' is at least 10,000 shares or a quantity of stock having a
market value of $200,000 or more, whichever is less. A member
executing a cross under Rule 72(d) must follow the crossing
procedures of Rule 76, and another member may trade with either the
bid or offer side of the cross transaction only to provide a price
which is better than the cross price as to all or part of such bid
or offer. As discussed below, the proposed changes to Rule 76 would
also eliminate DMM involvement at the point of sale for Rule 72(d)
crosses.
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Proposed Rule Change
The Exchange proposes to modernize the way Floor brokers execute
cross transactions on the Trading Floor. Rather than perpetuating the
current practice of a Floor broker verbally announcing the cross trade
at the post/panel of the DMM unit for the subject security and having
the relevant DMM acknowledge the Floor broker announcement, the
Exchange proposes that Floor brokers would undertake these functions at
a designated spot on the Trading Floor in the presence of a Trading
Official, thereby eliminating any interaction between a Floor broker
and a DMM during cross transactions.
As proposed, Floor brokers entering a cross transaction would
activate a 20-second timer as occurs today, with the difference that
once the 20-second period starts, the Floor broker would announce the
proposed cross transaction electronically in place of the current
verbal announcement at the DMM unit post/panel. As noted, the Exchange
believes that the proposal would remove any potential for individual
DMMs to interact with Floor brokers in connection with these
transactions. Moreover, the proposal would provide a more efficient
method to announce the proposed cross transaction to other Floor-based
market participants.
In today's marketplace, cross transactions are negotiated upstairs
by customers seeking a primary market print or customers who do not
wish to have their orders handled by broker-
[[Page 2980]]
dealers that also trade as principal. As a practical matter, cross
transactions are no longer arranged at the point of sale by Floor
brokers interacting with other brokers and the DMM in a physical
trading crowd. In the current environment, verbally announcing a
proposed cross transaction at a post/panel means announcing it to the
DMM and any other Floor brokers that happen to be nearby. As proposed,
Floor brokers would announce the cross transaction electronically to
all other Floor brokers on the Trading Floor. If there is interest in
response to the announcement of the cross trade, the Floor broker would
still be required to trade with such interest on behalf of the
applicable customer order(s), as is the case today. Similarly, if the
original terms of the proposed cross transaction cannot be met because
other Floor-based members trade with a portion of either the proposed
bid or offer and the Floor broker cannot complete the proposed cross
transaction in the size or price originally entered, the originally-
entered proposed cross transaction would be cancelled, as is also the
case today.
To effectuate the proposed rule changes, the Exchange would delete
``trading'' before ``Crowd'' in the second sentence of Rule 76.\7\ The
same change would be made in the next to last sentence in Rule 76.10.
The Exchange would also add ``in the presence of a Trading Official''
immediately after ``Crowd'' in the second sentence of Rule 76. Taken
together, the proposed change would have the effect of removing the
restriction on announcing a proposed cross transaction at the post/
panel where the security to be crossed is traded and remove any
participation by DMMs in cross transactions. It should be noted that
announcement of a proposed cross transaction to the Crowd would be
consistent with Rule 70.30.\8\ Moreover, because crosses under Rule
72(d) utilize the crossing procedures set forth in Rule 76, the
proposed change would also eliminate the need to announce Rule 72(d)
crosses at the post/panel where the security to be crossed is traded
and eliminate DMM involvement in those transactions as well. As
proposed, Floor brokers would also electronically announce Rule 72(d)
crosses to all Floor-based participants. The remaining aspects of Rule
72(d) would remain unchanged by the proposal.
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\7\ The Exchange also proposes clarifying changes to replace
``member'' and ``he or she'' with ``Floor broker'' or ``the Floor
broker's'' in the first sentence of the rule.
\8\ Rule 70.30 defines ``Crowd'' as the ``rooms on the Exchange
Floor that contain active posts/panels where Floor brokers are able
to conduct business constitute the Crowd. A Floor broker will be
considered to be in the Crowd if he or she is physically present in
one of these rooms.''
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The also Exchange proposes to simplify Rule 76 by removing all
references to HHDs from subsection (a) of Supplementary Material .10.
One reference to HHD would be replaced by ``Floor broker.'' The other
reference, which is part of the phrase ``using the `print' key function
in the HHD,'' would be deleted. The Exchange also proposes to replace
references to ``quote minder'' with ``Exchange systems.''
Finally, the Exchange proposes to delete the preamble to Rule 76
providing that ``Supplementary Material .10 to this Rule is not
applicable to trading UTP Securities on the Pillar trading platform.''
Given the proposed changes, including elimination of verbal
announcements at the point of sale for Exchange-listed securities,
Floor brokers executing cross transactions under either Rule 72(d) or
Rule 76 would follow the same procedures when crossing Exchange-listed
and UTP securities, rendering the preamble unnecessary. The remaining
aspects of the Cross Function described in Rule 76.10 would remain
unchanged.
For all of the foregoing reasons, the Exchange believes that the
proposed rule change is consistent with the Act.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\9\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\10\ 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 regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to, and
perfect the mechanisms of, a free and open market and a national market
system and, in general, to protect investors and the public interest
and because it is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed changes to Rule 76 would
remove impediments to and perfect the mechanism of a free and open
market and a national market system by streamlining and modernizing the
process for executing cross transactions on the Trading Floor. As
noted, the requirement that a Floor broker announce a cross transaction
at the point of sale is intended to ``clear'' the trading Crowd before
executing a cross transaction. While the requirement made sense when
Floor brokers that might be interested in participating in a cross
transaction still needed to stand at a post/panel throughout the
trading day, the requirement makes less sense in the current electronic
trading environment. The Exchange believes that having the Floor broker
announce proposed cross transactions electronically to all Floor-based
market participants would make the process more efficient by not
limiting the announcement to a single physical location on the Trading
Floor. The proposed announcement would also allow additional Floor
brokers to learn about pending cross transactions and potentially
participate, to the benefit of the marketplace and investors. The
Exchange accordingly believes that the proposed changes to Rule 76
would promote just and equitable principles of trade consistent with
Section 6(b)(5) of the Act.\11\
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\11\ 15 U.S.C. 78f(b)(5).
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The Exchange believes the proposal also benefits investor
protection and public interest goals by eliminating interaction between
Floor brokers and individual DMMs in the manual cross transaction
process on the Trading Floor. The Exchange believes that the proposal
would eliminate any information asymmetry that may exist when a DMM
learns about a cross transaction before the trade is executed and
printed. Although the Exchange believes any existing informational
advantages are minimal and the opportunity for a DMM to act is
exceedingly limited, the Exchange believes the proposal would protect
investors and the public interest by adding safeguards against the
misuse of non-public information. Likewise, requiring Exchange Trading
Officials to supervise and acknowledge announcements of the proposed
cross transactions promotes investor protection and the public
interest. The Exchange therefore believes that the proposal is designed
to prevent fraudulent and manipulative acts and practices. Finally,
having the Floor broker electronically announce cross transactions
under Rules 72 and 76 at a designated spot on the Trading Floor in the
presence of a Trading Official rather than at the point of sale would
permit the Cross Function in Rule 76.10 to be extended to UTP
securities, which would remove impediments to and perfect the mechanism
of a free and open market and a national market system by applying a
consistent,
[[Page 2981]]
streamlined process to all cross transactions on the trading floor of a
national securities exchange.
For the foregoing reasons, the Exchange believes that the proposal
is 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 that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange notes that the
proposed changes are not designed to address any competitive issues,
but rather to amend the Exchange's rules relating to the handling of
cross transactions on the Exchange.
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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) by order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be 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#4032352c256d232f2d2d252e3433003325236e272f36"><span class="__cf_email__" data-cfemail="1765627b723a74787a7a727963645764727439707861">[email protected]</span></a>. Please include
file number SR-NYSE-2026-02 on the subject line.
Paper Comments
<bullet> 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-NYSE-2026-02. 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 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-NYSE-2026-02 and should be submitted on
or before February 13, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-01209 Filed 1-22-26; 8:45 am]
BILLING CODE 8011-01-P
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