Notice2026-01986
Program for Allocation of Regulatory Responsibilities Pursuant to Rule 17d-2; Notice of Filing of Proposed Plan for the Allocation of Regulatory Responsibilities Between the Financial Industry Regulatory Authority, Inc. and Texas Stock Exchange LLC
Primary source
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Published
February 2, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 21 (Monday, February 2, 2026)</title>
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[Federal Register Volume 91, Number 21 (Monday, February 2, 2026)]
[Notices]
[Pages 4757-4762]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-01986]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104718; File No. 4-880]
Program for Allocation of Regulatory Responsibilities Pursuant to
Rule 17d-2; Notice of Filing of Proposed Plan for the Allocation of
Regulatory Responsibilities Between the Financial Industry Regulatory
Authority, Inc. and Texas Stock Exchange LLC
January 28, 2026.
Pursuant to Section 17(d) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 17d-2 thereunder,\2\ notice is hereby given that
on January 12, 2026, the Financial Industry Regulatory Authority, Inc.
(``FINRA'') and Texas Stock Exchange LLC (``TXSE'') (together with
FINRA, the ``Parties'') filed with the Securities and Exchange
Commission (``Commission'' or ``SEC'') a plan for the allocation of
regulatory responsibilities, dated January 12, 2026 (``17d-2 Plan'' or
the ``Plan''). The Commission is publishing
[[Page 4758]]
this notice to solicit comments on the 17d-2 Plan from interested
persons.
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\1\ 15 U.S.C. 78q(d).
\2\ 17 CFR 240.17d-2.
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I. Introduction
Section 19(g)(1) of the Act,\3\ among other things, requires every
self-regulatory organization (``SRO'') registered as either a national
securities exchange or national securities association to examine for,
and enforce compliance by, its members and persons associated with its
members with the Act, the rules and regulations thereunder, and the
SRO's own rules, unless the SRO is relieved of this responsibility
pursuant to Section 17(d) or Section 19(g)(2) of the Act.\4\ Without
this relief, the statutory obligation of each individual SRO could
result in a pattern of multiple examinations of broker-dealers that
maintain memberships in more than one SRO (``common members''). Such
regulatory duplication would add unnecessary expenses for common
members and their SROs.
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\3\ 15 U.S.C. 78s(g)(1).
\4\ 15 U.S.C. 78q(d) and 15 U.S.C. 78s(g)(2), respectively.
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Section 17(d)(1) of the Act \5\ was intended, in part, to eliminate
unnecessary multiple examinations and regulatory duplication.\6\ With
respect to a common member, Section 17(d)(1) authorizes the Commission,
by rule or order, to relieve an SRO of the responsibility to receive
regulatory reports, to examine for and enforce compliance with
applicable statutes, rules, and regulations, or to perform other
specified regulatory functions.
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\5\ 15 U.S.C. 78q(d)(1).
\6\ See Securities Act Amendments of 1975, Report of the Senate
Committee on Banking, Housing, and Urban Affairs to Accompany S.
249, S. Rep. No. 94-75, 94th Cong., 1st Session 32 (1975).
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To implement Section 17(d)(1), the Commission adopted two rules:
Rule 17d-1 and Rule 17d-2 under the Act.\7\ Rule 17d-1 authorizes the
Commission to name a single SRO as the designated examining authority
(``DEA'') to examine common members for compliance with the financial
responsibility requirements imposed by the Act, or by Commission or SRO
rules.\8\ When an SRO has been named as a common member's DEA, all
other SROs to which the common member belongs are relieved of the
responsibility to examine the firm for compliance with the applicable
financial responsibility rules. On its face, Rule 17d-1 deals only with
an SRO's obligations to enforce member compliance with financial
responsibility requirements. Rule 17d-1 does not relieve an SRO from
its obligation to examine a common member for compliance with its own
rules and provisions of the federal securities laws governing matters
other than financial responsibility, including sales practices and
trading activities and practices.
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\7\ 17 CFR 240.17d-1 and 17 CFR 240.17d-2, respectively.
\8\ See Securities Exchange Act Release No. 12352 (April 20,
1976), 41 FR 18808 (May 7, 1976).
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To address regulatory duplication in these and other areas, the
Commission adopted Rule 17d-2 under the Act.\9\ Rule 17d-2 permits SROs
to propose joint plans for the allocation of regulatory
responsibilities with respect to their common members. Under paragraph
(c) of Rule 17d-2, the Commission may declare such a plan effective if,
after providing for appropriate notice and comment, it determines that
the plan is necessary or appropriate in the public interest and for the
protection of investors; to foster cooperation and coordination among
the SROs; to remove impediments to, and foster the development of, a
national market system and a national clearance and settlement system;
and is in conformity with the factors set forth in Section 17(d) of the
Act. Commission approval of a plan filed pursuant to Rule 17d-2
relieves an SRO of those regulatory responsibilities allocated by the
plan to another SRO.
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\9\ See Securities Exchange Act Release No. 12935 (October 28,
1976), 41 FR 49091 (November 8, 1976).
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II. Proposed Plan
The proposed 17d-2 Plan is intended to reduce regulatory
duplication for firms that are common members of both TXSE and
FINRA.\10\ Pursuant to the proposed 17d-2 Plan, FINRA would assume
certain examination and enforcement responsibilities for common members
with respect to certain applicable laws, rules, and regulations.
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\10\ The proposed 17d-2 Plan refers to these common members as
``Dual Members.'' See Paragraph 1(c) of the proposed 17d-2 Plan.
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The text of the Plan delineates the proposed regulatory
responsibilities with respect to the Parties. Included in the proposed
Plan is an exhibit (the ``Texas Stock Exchange Certification of Common
Rules,'' referred to herein as the ``Certification'') that lists every
TXSE rule, and select federal securities laws, rules, and regulations,
for which FINRA would bear responsibility under the Plan for overseeing
and enforcing with respect to TXSE members that are also members of
FINRA and the associated persons therewith (``Dual Members'').
Specifically, under the 17d-2 Plan, FINRA would assume examination
and enforcement responsibility relating to compliance by Dual Members
with the rules of TXSE that are substantially similar to the applicable
rules of FINRA,\11\ as well as any provisions of the federal securities
laws and the rules and regulations thereunder delineated in the
Certification (``Common Rules''). In the event that a Dual Member is
the subject of an investigation relating to a transaction on TXSE, the
plan acknowledges that TXSE may, in its discretion, exercise concurrent
jurisdiction and responsibility for such matter.\12\
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\11\ See paragraph 1(b) of the proposed 17d-2 Plan (defining
Common Rules). See also paragraph 1(f) of the proposed 17d-2 Plan
(defining Regulatory Responsibilities). Paragraph 2 of the Plan
provides that annually, or more frequently as required by changes in
either TXSE rules or FINRA rules, the parties shall review and
update, if necessary, the list of Common Rules.
\12\ See paragraph 5 of the proposed 17d-2 Plan.
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Under the Plan, TXSE would retain full responsibility for
surveillance and enforcement with respect to trading activities or
practices involving TXSE's own marketplace, including, without
limitation, registration pursuant to its applicable rules of associated
persons (i.e., registration rules that are not Common Rules); its
duties as a DEA pursuant to Rule 17d-1 under the Act; and any TXSE
rules that are not Common Rules.\13\
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\13\ See paragraph 2 of the proposed 17d-2 Plan.
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The text of the proposed 17d-2 Plan is as follows:
Agreement Between Financial Industry Regulatory Authority, Inc. and
Texas Stock Exchange LLC Pursuant to Rule 17d-2 Under the Securities
Exchange Act of 1934
This Agreement, by and between the Financial Industry Regulatory
Authority, Inc. (``FINRA'') and Texas Stock Exchange LLC (``TXSE''),
is made this 12th day of January, 2026 (the ``Agreement''), pursuant
to Section 17(d) of the Securities Exchange Act of 1934 (the
``Exchange Act'') and Rule 17d-2 thereunder, which permits
agreements between self-regulatory organizations to allocate
regulatory responsibility to eliminate regulatory duplication. FINRA
and TXSE may be referred to individually as a ``party'' and together
as the ``parties.''
Whereas, the parties desire to reduce duplication in the
examination, surveillance and investigation of their Dual Members
(as defined herein) and in the filing and processing of certain
registration and membership records; and
Whereas, the parties desire to execute an agreement covering
such subjects pursuant to the provisions of Rule 17d-2 under the
Exchange Act and to file such agreement with the Securities and
Exchange Commission (the ``SEC'' or ``Commission'') for its
approval.
Now, therefore, in consideration of the mutual covenants
contained hereinafter, the parties hereby agree as follows:
[[Page 4759]]
1. Definitions. Unless otherwise defined in this Agreement or
the context otherwise requires, the terms used in this Agreement
shall have the same meaning as they have under the Exchange Act and
the rules and regulations thereunder. As used in this Agreement, the
following terms shall have the following meanings:
(a) ``TXSE Rules'' or ``FINRA Rules'' shall mean the rules of
TXSE or FINRA, respectively, as the rules of an exchange or
association are defined in Exchange Act Section 3(a)(27).
(b) ``Common Rules'' shall mean the TXSE Rules that are
substantially similar to the applicable FINRA Rules and certain
provisions of the Exchange Act and SEC rules set forth on Exhibit 1
in that examination, surveillance or investigation for compliance
with such provisions and rules would not require FINRA to develop
one or more new examination, surveillance or investigation
standards, modules, procedures, or criteria in order to analyze the
application of the rule, or a Dual Member's activity, conduct, or
output in relation to such provision or rule; provided, however,
Common Rules shall not include the application of the SEC, TXSE or
FINRA rules as they pertain to violations of insider trading
activities, which is covered by a separate 17d-2 Agreement by and
among Cboe BZX Exchange, Inc., Cboe BYX Exchange, Inc., NYSE Texas,
Inc., Cboe EDGA Exchange, Inc., Cboe EDGX Exchange, Inc., Financial
Industry Regulatory Authority, Inc., MEMX LLC, MIAX PEARL, LLC,
Nasdaq BX, Inc., Nasdaq PHLX LLC, The Nasdaq Stock Market LLC, NYSE
National, Inc., New York Stock Exchange LLC, NYSE American LLC, NYSE
Arca Inc., Investors' Exchange LLC, Long-Term Stock Exchange, Inc.,
24X National Exchange LLC, and Green Impact Exchange, LLC effective
on September 9, 2025, as may be amended from time to time. Common
Rules shall not include any provisions regarding (i) notice,
reporting or any other filings made directly to or from TXSE, (ii)
incorporation by reference of other TXSE Rules that are not Common
Rules, (iii) exercise of discretion in a manner that differs from
FINRA's exercise of discretion including, but not limited to
exercise of exemptive authority, by TXSE, (iv) prior written
approval of TXSE and (v) payment of fees or fines to TXSE.
(c) ``Dual Members'' shall mean those TXSE members that are also
members of FINRA and the associated persons therewith.
(d) ``Effective Date'' shall be the date this Agreement is
approved by the Commission.
(e) ``Enforcement Responsibilities'' shall mean the conduct of
appropriate proceedings, in accordance with FINRA's Code of
Procedure (the Rule 9000 Series) and other applicable FINRA
procedural rules, to determine whether violations of Common Rules
have occurred, and if such violations are deemed to have occurred,
the imposition of appropriate sanctions as specified under FINRA's
Code of Procedure and sanction guidelines.
(f) ``Regulatory Responsibilities'' shall mean the examination,
surveillance and investigation responsibilities and Enforcement
Responsibilities relating to compliance by the Dual Members with the
Common Rules and the provisions of the Exchange Act and the rules
and regulations thereunder, and other applicable laws, rules and
regulations, each as set forth on Exhibit 1 attached hereto.
2. Regulatory Responsibilities. FINRA shall assume Regulatory
Responsibilities for Dual Members. Attached as Exhibit 1 to this
Agreement and made part hereof, TXSE furnished FINRA with a current
list of Common Rules and certified to FINRA that such rules that are
TXSE Rules are substantially similar to the corresponding FINRA
Rules (the ``Certification''). FINRA hereby agrees that the rules
listed in the Certification are Common Rules as defined in this
Agreement. Each year following the Effective Date of this Agreement,
or more frequently if required by changes in either the rules of
TXSE or FINRA, TXSE shall submit an updated list of Common Rules to
FINRA for review which shall add TXSE Rules not included in the
current list of Common Rules that qualify as Common Rules as defined
in this Agreement; delete TXSE Rules included in the current list of
Common Rules that no longer qualify as Common Rules as defined in
this Agreement; and confirm that the remaining rules on the current
list of Common Rules continue to be TXSE Rules that qualify as
Common Rules as defined in this Agreement. Within 30 days of receipt
of such updated list, FINRA shall confirm in writing whether the
rules listed in any updated list are Common Rules as defined in this
Agreement. Notwithstanding anything herein to the contrary, it is
explicitly understood that the term ``Regulatory Responsibilities''
does not include, and TXSE shall retain full responsibility for
(unless otherwise addressed by separate agreement or rule) the
following (collectively, the ``Retained Responsibilities''):
(a) surveillance, examination, investigation and enforcement
with respect to trading activities or practices involving TXSE's own
marketplace except as otherwise specified in the list of Common
Rules in Exhibit 1;
(b) registration pursuant to its applicable rules of associated
persons (i.e., registration rules that are not Common Rules);
(c) discharge of its duties and obligations as a Designated
Examining Authority pursuant to Rule 17d-1 under the Exchange Act;
and
(d) any TXSE Rules that are not Common Rules, except for TXSE
Rules for any TXSE member that operates a facility (as defined in
Section 3(a)(2) of the Exchange Act), acts as an outbound router for
TXSE and is a member of FINRA (``Router Member'') as provided in
paragraph 5.
3. No Charge. There shall be no charge to TXSE by FINRA for
performing the Regulatory Responsibilities and Enforcement
Responsibilities under this Agreement except as hereinafter
provided. FINRA shall provide TXSE with ninety (90) days advance
written notice in the event FINRA decides to impose any changes to
TXSE for performing the Regulatory Responsibilities under this
Agreement. If FINRA determines to impose a charge, TXSE shall have
the right at the time of imposition of such charge to terminate this
Agreement; provided, however, that FINRA's Regulatory
Responsibilities under this Agreement shall continue until the
Commission approves the termination of this Agreement.
4. Applicability of Certain Laws, Rules, Regulations or Orders.
Notwithstanding any provision hereof, this Agreement shall be
subject to any statute, or any rule or order of the Commission. To
the extent such statute, rule or order is inconsistent with this
Agreement, the statute, rule or order shall supersede the
provision(s) hereof to the extent necessary for them to be properly
effectuated and the provision(s) hereof in that respect shall be
null and void.
5. Notification of Violations.
(a) In the event that FINRA becomes aware of apparent violations
of any TXSE Rules, which are not listed as Common Rules, discovered
pursuant to the performance of the Regulatory Responsibilities
assumed hereunder, FINRA shall notify TXSE of those apparent
violations for such response as TXSE deems appropriate. With respect
to apparent violations of any TXSE Rules by any Router Member, FINRA
shall not make referrals to TXSE pursuant to this paragraph 5. Such
apparent violations shall be processed by, and enforcement
proceedings in respect thereto will be conducted by, FINRA as
provided in this Agreement.
(b) In the event that TXSE becomes aware of apparent violations
of any Common Rules, discovered pursuant to the performance of the
Retained Responsibilities, TXSE shall notify FINRA of those apparent
violations and such matters shall be handled by FINRA consistent
with the provisions in this Agreement.
(c) Apparent violations of Common Rules shall be processed by,
and enforcement proceedings in respect thereto shall be conducted by
FINRA as provided hereinbefore; provided, however, that in the event
a Dual Member is the subject of an investigation relating to a
transaction on TXSE, TXSE may in its discretion assume concurrent
jurisdiction and responsibility.
(d) Each party agrees to make available promptly all files,
records and witnesses necessary to assist the other in its
investigation or proceedings.
6. Continued Assistance.
(a) FINRA shall make available to TXSE all information obtained
by FINRA in the performance by it of the Regulatory Responsibilities
hereunder with respect to the Dual Members subject to this
Agreement. In particular, and not in limitation of the foregoing,
FINRA shall furnish TXSE any information it obtains about Dual
Members which reflects adversely on their financial condition. TXSE
shall make available to FINRA any information coming to its
attention that reflects adversely on the financial condition of Dual
Members or indicates possible violations of applicable laws, rules
or regulations by such firms.
(b) The parties agree that documents or information shared shall
be held in confidence, and used only for the purposes of carrying
out their respective regulatory obligations. Neither party shall
assert regulatory or other privileges as against the other with
respect to documents or information that is required to be shared
pursuant to this Agreement.
[[Page 4760]]
(c) The sharing of documents or information between the parties
pursuant to this Agreement shall not be deemed a waiver as against
third parties of regulatory or other privileges relating to the
discovery of documents or information.
7. Dual Member Applications.
(a) Dual Members subject to this Agreement shall be required to
submit, and FINRA shall be responsible for processing and acting
upon all applications submitted on behalf of partners, officers,
registered personnel and any other person required to be approved by
the TXSE Rules and FINRA Rules or associated with Dual Members
thereof. Upon request, FINRA shall advise TXSE of any changes of
allied members, partners, officers, registered personnel and other
persons required to be approved by the TXSE Rules and FINRA Rules.
(b) Dual Members shall be required to send to FINRA all letters,
termination notices or other material respecting the individuals
listed in paragraph 7(a).
(c) When as a result of processing such submissions FINRA
becomes aware of a statutory disqualification as defined in the
Exchange Act with respect to a Dual Member or a person associated
with a Dual Member (``Associated Person''), FINRA will determine
pursuant to Sections 15A(g) and Section 6(c) of the Exchange Act the
acceptability or continued acceptability of the Dual Member or the
Associated Person to whom such disqualification applies, and whether
a notice is required to be filed under Section 19h-1 of the Exchange
Act. FINRA shall advise TXSE in writing of such acceptability or
continued acceptability, which may include providing TXSE with draft
notices or other draft documents regarding the disqualified Dual
Member or Associated Person. TXSE shall, within 30 days of receiving
such information from FINRA, advise FINRA in writing of its decision
regarding whether it concurs with FINRA's determination. TXSE will
reimburse FINRA for reasonable expenses incurred in notifying TXSE
of FINRA's determination regarding a statutory disqualification
under Section 15A(g) and Section 6(c) of the Exchange Act. When as a
result of processing such submissions FINRA becomes aware of a
statutory disqualification as defined in the Exchange Act with
respect to a Dual Member or an Associated Person that does not
result in FINRA determining the acceptability or continued
acceptability of the Dual Member or the Associated Person or in
preparing a notice under Section 19h-1 of the Exchange Act, FINRA
shall, if appropriate, promptly update in CRD the statutory
disqualification status of the Dual Member or the Associated person.
Such update shall include any applicable information pertaining to
the reason for the statutory disqualification and, as applicable,
any resolution pertaining to the Dual Member's or the Associated
Person's statutory disqualification. No additional communication to
TXSE about the statutory disqualification shall be required.
(d) Notwithstanding the foregoing, FINRA shall not review the
membership application, reports, filings, fingerprint cards,
notices, or other writings filed to determine if such documentation
submitted by a broker or dealer, or an associated person therewith
or other persons required to register or qualify by examination
meets the TXSE requirements for general membership or for specified
categories of membership or participation in TXSE. FINRA shall not
review applications or other documentation filed to request a change
in the rights or status described in this paragraph 7(d), including
termination or limitation on activities, of a member or a
participant of TXSE, or a person associated with, or requesting
association with, a member or participant of TXSE.
8. Branch Office Information. FINRA shall also be responsible
for processing and, if required, acting upon all requests for the
opening, address changes, and terminations of branch offices by Dual
Members and any other applications required of Dual Members with
respect to the Common Rules as they may be amended from time to
time. Upon request, FINRA shall advise TXSE of the opening, address
change and termination of branch and main offices of Dual Members
and the names of such branch office managers.
9. Customer Complaints. TXSE shall forward to FINRA copies of
all customer complaints involving Dual Members received by TXSE
relating to FINRA's Regulatory Responsibilities under this
Agreement. It shall be FINRA's responsibility to review and take
appropriate action in respect to such complaints.
10. Advertising. FINRA shall assume responsibility to review the
advertising of Dual Members subject to the Agreement, provided that
such material is filed with FINRA in accordance with FINRA's filing
procedures and is accompanied with any applicable filing fees set
forth in FINRA Rules.
11. No Restrictions on Regulatory Action. Notwithstanding
anything else herein and to the contrary, except for paragraph 5(a),
nothing contained in this Agreement shall restrict or in any way
encumber the right of either party to conduct its own independent or
concurrent investigation, examination or enforcement proceeding of
or against Dual Members, as either party, in its sole discretion,
shall deem appropriate or necessary.
12. Termination. This Agreement may be terminated by TXSE or
FINRA at any time upon the approval of the Commission after one (1)
year's written notice to the other party, except as provided in
paragraph 3.
13. Arbitration. In the event of a dispute between the parties
as to the operation of this Agreement, TXSE and FINRA hereby agree
that any such dispute shall be settled by arbitration in Washington,
DC in accordance with the rules of the American Arbitration
Association then in effect, or such other procedures as the parties
may mutually agree upon. Judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction. Each
party acknowledges that the timely and complete performance of its
obligations pursuant to this Agreement is critical to the business
and operations of the other party. In the event of a dispute between
the parties, the parties shall continue to perform their respective
obligations under this Agreement in good faith during the resolution
of such dispute unless and until this Agreement is terminated in
accordance with its provisions. Nothing in this paragraph 13 shall
interfere with a party's right to terminate this Agreement as set
forth herein.
14. Amendment. This Agreement may be amended in writing duly
approved by each party. All such amendments must be filed with and
approved by the Commission before they become effective.
15. Limitation of Liability. Neither FINRA nor TXSE nor any of
their respective directors, governors, officers or employees shall
be liable to the other party to this Agreement for any liability,
loss or damage resulting from or claimed to have resulted from any
delays, inaccuracies, errors or omissions with respect to the
provision of Regulatory Responsibilities as provided hereby or for
the failure to provide any such responsibility, except with respect
to such liability, loss or damages as shall have been suffered by
one or the other of FINRA or TXSE and caused by the willful
misconduct of the other party or their respective directors,
governors, officers or employees. No warranties, express or implied,
are made by FINRA or TXSE with respect to any of the
responsibilities to be performed by them hereunder.
16. Relief from Responsibility. Pursuant to Sections 17(d)(1)(A)
and 19(g) of the Exchange Act and Rule 17d-2 thereunder, FINRA and
TXSE join in requesting the Commission, upon its approval of this
Agreement or any part thereof, to relieve TXSE of any and all
responsibilities with respect to matters allocated to FINRA pursuant
to this Agreement; provided, however, that this Agreement shall not
be effective until the Effective Date.
17. Severability. Any term or provision of this Agreement that
is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this Agreement or affecting the
validity or enforceability of any of the terms or provisions of this
Agreement in any other jurisdiction.
18. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and such
counterparts together shall constitute one and the same instrument.
[Remainder of page intentionally left blank.]
* * * * *
Exhibit 1
Texas Stock Exchange Certification of Common Rules
TXSE hereby certifies that the requirements contained in the
rules listed below for TXSE are identical to, or substantially
similar to, the comparable FINRA Rules, Exchange Act provision or
Securities Exchange Act Rule (SEA) rule identified (``Common
Rules'').
# Common Rules shall not include any provisions regarding (i)
notice, reporting or any other filings made directly to or from
TXSE, (ii) incorporation by reference of TXSE
[[Page 4761]]
Rules that are not Common Rules, (iii) exercise of discretion in a
manner that differs from FINRA's exercise of discretion including,
but not limited to exercise of exemptive authority, by TXSE, (iv)
prior written approval of TXSE and (v) payment of fees or fines to
TXSE.
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FINRA rule(s), exchange act
TXSE Rule provision(s) or SEA rule(s)
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Rule 2.005(j) Lapse of Registration and FINRA Rule 1210.08--
Expiration of SIE . Registration Requirements--
Lapse of Registration and
Expiration of SIE.
Rule 2.005.02 Continuing Education FINRA Rule 1240 Continuing
Requirements . Education Requirements.
Rule 2.005.04 Termination of Employment FINRA By-Laws of the
Corporation, Article V,
Section 3 Notification by
Member to the Corporation and
Associated Person of
Termination; Amendments to
Notification; FINRA Rule
1010(e) Electronic Filing
Requirements for Uniform
Forms.
Rule 2.006(b) and (g) Application FINRA By-Laws of the
Procedures for Membership or to become Corporation, Article IV,
an Associated Person of a Member . Section 1(c) Application for
Membership and Article V, Sec.
2(c); FINRA Rule 1010(c)
Electronic Filing Requirements
for Uniform Forms.
Rule 3.001 Business Conduct of Members FINRA Rule 2010 Standards of
[supcaret]. Commercial Honor and
Principles of Trade
[supcaret].
Rule 3.002 Violations Prohibited FINRA Rule 2010 Standards of
[supcaret] . Commercial Honor and
Principles of Trade and FINRA
Rule 3110 Supervision
[supcaret].
Rule 3.003 Use of Fraudulent Devices FINRA Rule 2020 Use of
[supcaret]. Manipulative, Deceptive or
Other Fraudulent Devices
[supcaret].
Rule 3.005 Communications with the FINRA Rule 2210 Communications
Public. with the Public.
Rule 3.006 Fair Dealing with Customers. FINRA Rule 2020 Use of
Manipulative, Deceptive or
Other Fraudulent
Devices,[supcaret] \1\ FINRA
Rule 2111 Suitability.
Rule 3.007(a) Recommendations to FINRA Rule 2111(a) and SM .03
Customers. Suitability.
Rule 3.008(a) The Prompt Receipt and FINRA Rule 11860 COD Orders.
Delivery of Securities.
Rule 3.008(b) The Prompt Receipt and SEC Regulation SHO.
Delivery of Securities.
Rule 3.009 Charges for Services FINRA Rule 2122 Charges for
Performed. Services Performed.
Rule 3.010 Use of Information.......... FINRA Rule 2060 Use of
Information Obtained in
Fiduciary Capacity.
Rule 3.011 Publication of Transactions FINRA Rule 5210 Publication of
and Quotations . Transactions and Quotations.
Rule 3.012 Offers at Stated Prices..... FINRA Rule 5220 Offers at
Stated Prices.
Rule 3.013 Payments Involving FINRA Rule 5230 Payments
Publications that Influence the Market Involving Publications that
Price of a Security. Influence the Market Price of
a Security.
Rule 3.014 Disclosure on Confirmations. FINRA Rule 2232(a) Customer
Confirmations and SEC Rule 10b-
10 Confirmation of
Transactions.
Rule 3.015 Disclosure of Control....... FINRA Rule 2262 Disclosure of
Control Relationship With
Issuer.
Rule 3.016 Discretionary Accounts...... FINRA Rule 3260 Discretionary
Accounts.
Rule 3.017 Customer's Securities or FINRA Rule 2150(a) Improper Use
Funds. of Customers' Securities or
Funds; Prohibition Against
Guarantees and Sharing in
Accounts--Improper Use.
Rule 3.018 Prohibition Against FINRA Rule 2150(b) Improper Use
Guarantees. of Customers' Securities or
Funds; Prohibition Against
Guarantees and Sharing in
Accounts--Prohibition Against
Guarantees.
Rule 3.019 Sharing in Accounts; Extent FINRA Rule 2150(c)(1) Improper
Permissible. Use of Customers' Securities
or Funds; Prohibition Against
Guarantees and Sharing in
Accounts--Sharing in Accounts;
Extent Permissible.
Rule 3.020 Influencing or Rewarding FINRA Rule 3220 Influencing or
Employees of Others. Rewarding Employees of Others.
Rule 3.021 Customer Disclosures........ FINRA Rule 2265 Extended Hours
Trading Risk Disclosure.
Rule 3.22 and Interpretations and FINRA Rule 3230 Telemarketing.
Policies .01 Telemarketing.
Rule 4.001 Requirements \2\.......... Section 17 of the Exchange Act
and rules thereunder and FINRA
Rule 4511(a) and (c) General
Requirements.
Rule 4.003 Record of Written Complaints FINRA Rule 4513 Records of
Written Customer Complaints.
Rule 5.001 Written Procedures ........ FINRA Rule 3110(b)(1)
Supervision-Written Procedures
[supcaret].
Rule 5.002 Responsibility of Members... FINRA Rule 3110 (a)(4), (b)(4)
and (b)(7) Supervision--
Supervisory System/Written
Procedures--Review of
Correspondence and Internal
Communications [supcaret].
Rule 5.003 Records..................... FINRA Rule 3110 Supervision
[supcaret].
Rule 5.004 Review of Activities........ FINRA Rule 3110(c) and (d)
Supervision--Internal
Inspections/Transaction Review
and Investigation [supcaret].
Rule 5.006 Anti-Money Laundering FINRA Rule 3310 Anti-Money
Compliance Program . Laundering Compliance Program.
Rule 9.003 Predispute Arbitration FINRA Rule 2268 Requirements
Agreements. When Using Predispute
Arbitration Agreements for
Customer Accounts.
Rule 11.020(a)(3) LULD Plan and Trading FINRA Rule 6190(a) & (b)
Halts on the Exchange. Compliance with Regulation NMS
Plan to Address Extraordinary
Market Volatility.
Rule 11.021 Trading Halts Due to FINRA Rule 6190(a) & (b)
Extraordinary Market Volatility/Market- Compliance with Regulation NMS
Wide Circuit Breakers . Plan to Address Extraordinary
Market Volatility.
Rule 11.009(a)(5) Order Execution FINRA Rule 6182 Trade Reporting
[supcaret][supcaret]. of Short Sales **.
Rule 11.009(f) Locking Quotation or FINRA Rule 6240 Prohibition
Crossing Quotations in NMS Stocks **. from Locking or Crossing
Quotations in NMS Stocks **.
Rule 12.001 Market Manipulation........ FINRA Rule 6140(a) Other
Trading Practices.
Rule 12.002 Fictitious Transactions.... FINRA Rule 6140 Other Trading
Practices and FINRA Rule 5210
Supplementary Material .02
Self-Trades.
Rule 12.003 Excessive Sales by a Member FINRA Rule 6140(c) Other
Trading Practices.
Rule 12.004 Manipulative Transactions.. FINRA Rule 6140 Other Trading
Practices.
Rule 12.005 Dissemination of False FINRA Rule 6140(e) Other
Information. Trading Practices.
[[Page 4762]]
Rule 12.006 Prohibition Against Trading FINRA Rule 5320 Prohibition
Ahead of Customer Orders **. Against Trading Ahead of
Customer Orders **.
Rule 12.009 Trade Shredding............ FINRA Rule 5290 Order Entry and
Execution Practices.
Rule 12.011 Best Execution **.......... FINRA Rule 5310 Best Execution
and Interpositioning **.
Rule 12.013 Trading Ahead of Research FINRA Rule 5280 Trading Ahead
Reports **. of Research Reports **.
Rule 12.014 Front Running of Block FINRA Rule 5270 Front Running
Transactions **. of Block Transactions **.
Rule 13.002. Failure to Deliver and SEA Rule 203 of Regulation SHO--
Failure to Receive. Borrowing and Delivery
Requirements **.
Rule 13.003(a), (b)(i), (d) and FINRA Rule 2251 Processing and
Interpretation and Policy .01 Forwarding of Proxy and Other
Forwarding of Proxy and Other Issuer- Issuer-Related Materials.
Related Materials; Proxy Voting.
------------------------------------------------------------------------
\1\ FINRA shall not have Regulatory Responsibilities regarding .01 of
TXSE Rule 3.006.
\2\ FINRA shall not have Regulatory Responsibilities regarding
requirements to keep records ``in conformity with . . . Exchange
Rules;'' responsibility for such requirement remains with TXSE.
In addition, the following provisions shall be part of this 17d-2
Agreement:
SEA Rules:
<bullet> SEA Rule 200 of Regulation SHO--Definition of Short Sales and
Marking Requirements **
<bullet> SEA Rule 201 of Regulation SHO--Circuit Breaker **
<bullet> SEA Rule 203 of Regulation SHO--Borrowing and Delivery
Requirements **
<bullet> SEA Rule 204 of Regulation SHO--Close-Out Requirement **
<bullet> SEA Rule 101 of Regulation M--Activities by Distribution
Participants **
<bullet> SEA Rule 102 of Regulation M--Activities by Issuers and Selling
Security Holders During a Distribution **
<bullet> SEA Rule 103 of Regulation M--Nasdaq Passive Market Making **
<bullet> SEA Rule 104 of Regulation M--Stabilizing and Other Activities
in Connection with an Offering **
<bullet> SEA Rule 105 of Regulation M--Short Selling in Connection With
a Public Offering **
<bullet> SEA Rule 604 of Regulation NMS--Display of Customer Limit
Orders **
<bullet> SEA Rule 606 of Regulation NMS--Disclosure of Routing
Information **
<bullet> SEA Rule 610(d) of Regulation NMS--Locking or Crossing
Quotations **
<bullet> SEA Rule 611 of Regulation NMS--Order Protection Rule **
<bullet> SEA Rule 10b-5 Employment of Manipulative and Deceptive Devices
[supcaret]
<bullet> SEA Rule 17a-3/17a-4--Records to Be Made by Certain Exchange
Members, Brokers, and Dealers/Records to Be Preserved by Certain
Exchange Members, Brokers, and Dealers [supcaret]
<bullet> SEA Rule 14e-4--Prohibited Transactions in Connection with
Partial Tender Offers ++
[supcaret] FINRA shall not have any Regulatory Responsibilities for
these rules as they pertain to violations of insider trading
activities, which is covered by a separate 17d-2 Agreement by and
among Cboe BZX Exchange, Inc., Cboe BYX Exchange, Inc., NYSE Texas,
Inc., Cboe EDGA Exchange Inc., Cboe EDGX Exchange Inc., Financial
Industry Regulatory Authority, Inc., MEMX, LLC, MIAX PEARL, LLC,
Nasdaq BX, Inc., Nasdaq PHLX LLC, The Nasdaq Stock Market LLC, NYSE
National, Inc., New York Stock Exchange, LLC, NYSE American LLC, NYSE
Arca Inc., Investors' Exchange LLC, Long-Term Stock Exchange, Inc.,
24X National Exchange LLC and Green Impact Exchange, LLC as approved
by the SEC on September 9, 2025, as may be amended from time to time.
** FINRA shall perform the surveillance responsibilities for the double
star rules. These rules may be cited by FINRA in both the context of
this Agreement and the Regulatory Services Agreement.
++ FINRA shall perform the surveillance responsibilities for SEA Rule
14e-4(a)(1)(ii)(D).
III. Date of Effectiveness of the Proposed Plan and Timing for
Commission Action
Pursuant to Section 17(d)(1) of the Act \14\ and Rule 17d-2
thereunder,\15\ after February 23, 2026, the Commission may, by written
notice, declare the plan submitted by TXSE and FINRA, File No. 4-880,
to be effective if the Commission finds that the plan is necessary or
appropriate in the public interest and for the protection of investors,
to foster cooperation and coordination among self-regulatory
organizations, or to remove impediments to and foster the development
of the national market system and a national system for the clearance
and settlement of securities transactions and in conformity with the
factors set forth in Section 17(d) of the Act.
---------------------------------------------------------------------------
\14\ 15 U.S.C. 78q(d)(1).
\15\ 17 CFR 240.17d-2.
---------------------------------------------------------------------------
IV. Solicitation of Comments
In order to assist the Commission in determining whether to approve
the proposed 17d-2 Plan and to relieve TXSE of the responsibilities
which would be assigned to FINRA, interested persons are invited to
submit written data, views, and arguments concerning the foregoing.
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#4a383f262f67292527272f243e390a392f29642d253c"><span class="__cf_email__" data-cfemail="8af8ffe6efa7e9e5e7e7efe4fef9caf9efe9a4ede5fc">[email protected]</span></a>. Please include
file number 4-880 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 4-880. 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/other.shtml">https://www.sec.gov/rules/other.shtml</a>).
Copies of the plan also will be available for inspection and copying at
the principal offices of TXSE and FINRA. 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 4-880 and should be submitted on or before
February 23, 2026.
---------------------------------------------------------------------------
\16\ 17 CFR 200.30-3(a)(34).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-01986 Filed 1-30-26; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on February 2, 2026.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.