Notice2026-02900
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Its Price List
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Published
February 13, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 30 (Friday, February 13, 2026)</title>
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[Federal Register Volume 91, Number 30 (Friday, February 13, 2026)]
[Notices]
[Pages 6921-6925]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-02900]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104813; File No. SR-NYSE-2026-07]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Its Price List
February 10, 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 30, 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 amend its Price List (``Price List'') to
(1) offer a monthly rebate for Designated Market Maker (``DMM'') units
for initial public offerings and transfers, and (2) modify the rate for
routing to the Nasdaq Stock Market LLC (``Nasdaq'') in Tape B and C
securities at or above $1.00. The Exchange proposes to implement the
rule change on February 2, 2026. 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.
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 to amend its Price List to (1) offer a
monthly rebate for DMM units for initial public offerings (``IPO) and
transfers, and (2) modify the rate for routing to the Nasdaq in Tape B
and C securities at or above $1.00.
Background
Current Market and Competitive Environment
The Exchange operates in a highly competitive market. The
Commission has repeatedly expressed its preference for competition over
regulatory intervention in determining prices, products, and services
in the securities markets. In Regulation NMS, the Commission
highlighted the importance of market forces in determining prices and
SRO revenues and, also, recognized that current regulation of the
market system ``has been remarkably successful in promoting market
competition in its broader forms that are most important to investors
and listed companies.'' \4\
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\4\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37496, 37499 (June 29, 2005) (File No. S7-10-04) (Final
Rule) (``Regulation NMS'').
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While Regulation NMS has enhanced competition, it has also fostered
a ``fragmented'' market structure where trading in a single stock can
occur
[[Page 6922]]
across multiple trading centers. When multiple trading centers compete
for order flow in the same stock, the Commission has recognized that
``such competition can lead to the fragmentation of order flow in that
stock.'' \5\ Indeed, cash equity trading is currently dispersed across
16 exchanges,\6\ numerous alternative trading systems,\7\ and broker-
dealer internalizers and wholesalers, all competing for order flow.
Based on publicly-available information, no single exchange currently
has more than 20% market share.\8\ Therefore, no exchange possesses
significant pricing power in the execution of cash equity order flow.
More specifically, the Exchange's share of executed volume of equity
trades in Tapes A, B and C securities is less than 12%.\9\
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\5\ See Securities Exchange Act Release No. 61358, 75 FR 3594,
3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on
Equity Market Structure).
\6\ See Cboe U.S Equities Market Volume Summary, available at
<a href="https://markets.cboe.com/us/equities/market_share">https://markets.cboe.com/us/equities/market_share</a>. See generally
<a href="https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html">https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html</a>.
\7\ See FINRA ATS Transparency Data, available at <a href="https://otctransparency.finra.org/otctransparency/AtsIssueData">https://otctransparency.finra.org/otctransparency/AtsIssueData</a>. A list of
alternative trading systems registered with the Commission is
available at <a href="https://www.sec.gov/foia/docs/atslist.htm">https://www.sec.gov/foia/docs/atslist.htm</a>.
\8\ See Cboe Global Markets U.S. Equities Market Volume Summary,
available at <a href="https://markets.cboe.com/us/equities/market_share/">https://markets.cboe.com/us/equities/market_share/</a>.
\9\ See id.
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The Exchange believes that the ever-shifting market share among the
exchanges from month to month demonstrates that market participants can
move order flow, or discontinue or reduce use of certain categories of
products. While it is not possible to know a firm's reason for shifting
order flow, the Exchange believes that one such reason is because of
fee changes at any of the registered exchanges or non-exchange venues
to which the firm routes order flow. Accordingly, competitive forces
compel the Exchange to use exchange transaction fees and credits
because market participants can readily trade on competing venues if
they deem pricing levels at those other venues to be more favorable.
The proposed change responds to the current competitive environment
where order flow providers have a choice of where to direct liquidity-
providing orders and closing price orders by lowering the fee to route
to Nasdaq for Tape B and C securities at or above $1.00.
Moreover, in 2022, the Commission proposed to amend certain rules
under Reg NMS after taking into account the availability of ``[n]ew
data processing and communications techniques [that] create the
opportunity for more efficient and effective market operations'' \10\
and that is in the public interest, appropriate for investor protection
and the maintenance of fair and orderly markets to assure
``economically efficient execution of securities transactions,'' ``fair
competition among brokers and dealers, among exchange markets,'' and
``the practicality of brokers executing investors' orders in the best
market.'' \11\ These changes included an amendment to Rule 610 of Reg
NMS that prohibits a national securities exchange from imposing, or
permitting to be imposed, any fee, or providing, or permitting to be
provided, any rebate or other renumeration for the execution of an
order in an NMS stock unless such fee, rebate, or other renumeration
can be determined at the time of execution. As amended, Rule 610 of Reg
NMS provides that any national securities exchange that imposes a fee
or provides a rebate that is based on a certain volume threshold, or
establishes tier requirements or tiered rates based on minimum volume
thresholds, would be required to set such volume thresholds or tiers
using volume achieved during a stated period prior to the assessment of
the fee or rebate. These amendments to Rule 610 of Reg NMS were to
become effective on November 3, 2025, the first business day of
November 2025. On October 31, 2025, the Commission provided temporary
exemptive relief to the exchanges to adjust their fee schedules to
comply with the requirements of Rule 610 that exchange fees be
determinable at the time of execution until the first business day of
February 2026.\12\ Going forward, transaction fees and credits in a
billing month, including those applicable to DMM units, will be based
on the member organization's trading activity in the prior billing
month in order to comply with the changes to Reg NMS.\13\ Given the
absence of a prior billing month as a reference for IPOs and transfers,
the proposal would permit DMM units to achieve rebates in the first
month of listing only for transactions in those securities.
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\10\ 15 U.S.C.78k-1(a)(1)(B).
\11\ 15 U.S.C. 78k-1(a)(1)(c)(i), (ii), and (iv).
\12\ See Securities Exchange Act Release No. 104172 (October 31,
2025), 90 FR 51418 (November 17, 2025) (Order Granting Temporary
Exemptive Relief, Pursuant to Section 36(a)(1) of the Securities
Exchange Act of 1934 and Rules 610(f) and 612(d) of Regulation NMS,
From Compliance With Rule 600(b)(89)(i)(F), Rule 610(c), Rule 610(d)
and Rule 612 of Regulation NMS, as Amended). The lapse in
appropriations began on October 1, 2025, and ended on November 12,
2025.
\13\ The Exchange will be submitting a separate rule filing
amending its Price List in order to achieve compliance with these
Reg NMS changes.
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Proposed Rule Change
The Exchange's Price List currently sets out different monthly
rebate amounts available to DMM units for adding liquidity, other than
MPL Orders, for securities at or above $1.00 depending on the CADV of
the security and the DMM quoting percentage and size in any month in
which the DMM meets the More Active Securities Quoting Requirement and
the Less Active Securities Quoting Requirement, as well as DMM
providing as a percent of the NYSE's total intraday adding liquidity,
as those terms are defined in the Price List.
The Exchange proposes to amend this section of the Price List to
add a $0.0035 rebate for DMM units when adding liquidity, other than
MPL Orders, for securities at or above $1.00 for DMM unit transactions
in IPO securities and securities transferred from another marketplace.
As set forth in proposed footnote * * *, the proposed rebate would only
be available in the first month of listing on the Exchange of an IPO
and the first month that the security transfers to the Exchange from
another marketplace. The proposed footnote would also provide that
reallocation of an already listed security from one DMM unit to another
will not count as a transfer. The Exchange notes that the rate is in
line or the same as the current rebates available to DMM units for
adding liquidity, other than MPL Orders, for securities at or above
$1.00 that meet the requirements set forth in the same section of the
Price List.
In addition, the Exchange proposes to modify the rate for routing
securities priced at or above $1.00 to the Nasdaq in Tape B and C
securities. Currently, the Exchange charges a fee of $0.0010 per share
for executions in securities with a price at or above $1.00 in Away
Market Auctions at venues other than NYSE American. The Exchange
proposes to charge a lower fee of $0.0009 per share for executions in
securities with a price at or above $1.00 that route and execute in a
Nasdaq Auction, which would exclude Nasdaq Auctions from the current
$0.0010 per share charge.
The proposed changes are not otherwise intended to address other
issues, and the Exchange is not aware of any significant problems that
market participants would have in complying with the proposed changes.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with
[[Page 6923]]
Section 6(b) of the Act,\14\ in general, and furthers the objectives of
Sections 6(b)(4) and (5) of the Act,\15\ in particular, because it
provides for the equitable allocation of reasonable dues, fees, and
other charges among its members, issuers and other persons using its
facilities and does not unfairly discriminate between customers,
issuers, brokers or dealers.
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\14\ 15 U.S.C. 78f(b).
\15\ 15 U.S.C. 78f(b)(4) & (5).
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As discussed above, the Exchange operates in a highly competitive
market. The Commission has repeatedly expressed its preference for
competition over regulatory intervention in determining prices,
products, and services in the securities markets. In Regulation NMS,
the Commission highlighted the importance of market forces in
determining prices and SRO revenues and, also, recognized that current
regulation of the market system ``has been remarkably successful in
promoting market competition in its broader forms that are most
important to investors and listed companies.'' \16\ While Regulation
NMS has enhanced competition, it has also fostered a ``fragmented''
market structure where trading in a single stock can occur across
multiple trading centers. When multiple trading centers compete for
order flow in the same stock, the Commission has recognized that ``such
competition can lead to the fragmentation of order flow in that
stock.'' \17\
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\16\ See Securities Exchange Act Release No. 51808 (June 9,
2005), 70 FR 37495, 37499 (June 29, 2005) (S7-10-04) (Final Rule)
(``Regulation NMS'').
\17\ See Securities Exchange Act Release No. 61358, 75 FR 3594,
3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on
Equity Market Structure).
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The Proposed Change Is Reasonable
In light of the competitive environment in which the Exchange
currently operates, the proposed rule change is a reasonable attempt to
increase liquidity on the Exchange and improve the Exchange's market
share relative to its competitors. The Exchange believes the proposed
change is also reasonable because it is designed to attract higher
volumes of orders transacted on the Exchange by member organizations
that are DMM units, which would benefit all market participants by
offering greater price discovery and an increased opportunity to trade
on the Exchange, both intraday and during the closing auction.
The Exchange believes that offering DMMs units a rebate for IPOs
and assigned securities in the first month those securities trade on
the Exchange is a reasonable means to ensure that DMM unit transactions
when adding liquidity during that period are incentivized in view of
changes to Reg NMS that all exchange fees and rebates to be
determinable at the time of execution. As noted, the Exchange will be
utilizing trading and quoting activity in a prior billing month on
order to determine transaction fees and credits in a billing month,
which would exclude new IPO securities and securities that transfer to
the Exchange from another market since there would be no prior month
trading or quoting activity on the Exchange. The proposal would thus
foster liquidity provision and stability in the marketplace by
continuing to provide incentives for DMM units, to the benefit of all
market participants. The Exchange notes that, following the first month
of trading in a new listing for an IPO or transfer, the current rebates
applicable to DMM units would apply.
Similarly, the Exchange believes that the proposed to lower the
routing fee for orders at or above $1.00 that route to a Nasdaq auction
is reasonable because the fee would be comparable to the current fee of
$0.0005 per share for orders that route to an NYSE American auction.
Moreover, the proposed fee would be consistent with or lower than fees
charged on other exchanges.\18\ The Exchange notes that operates in a
highly competitive market in which market participants can readily
select between various providers of routing services with different
product offerings and different pricing.
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\18\ For instance, the Nasdaq Stock Market charges from a top
rate of .0008 to .0016. See <a href="https://www.nasdaqtrader.com/Trader.aspx?id=PriceListTrading2">https://www.nasdaqtrader.com/Trader.aspx?id=PriceListTrading2</a>.
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The Proposal Is an Equitable Allocation of Fees
The Exchange believes the proposal equitably allocates fees and
credits among market participants because all member organizations that
participate on the Exchange may qualify for the proposed credits and
fees on an equal basis. The Exchange believes its proposal equitably
allocates its fees and credits among its market participants by
fostering liquidity provision and stability in the marketplace.
The Exchange believes the proposal equitably allocates its fees
among market participants because it would apply to all similarly
situated member organizations. Specifically, the proposed rebate for
adding liquidity in IPOs and transfers would apply equally to all
member organizations that are DMMs on the Exchange. The Exchange
believes the proposal is an equitable allocation of fees because it
would continue to reward DMM units for their increased risks and
heightened quoting and other obligations generally and in connection
with IPOs and securities transferred from another marketplace during
the securities' first listing month on the Exchange. The proposed
rebate is also equitable because it would apply equally to any DMM
unit. The Exchange believes that the proposal would provide an equal
incentive to any member organization to maintain a DMM unit, and that
the proposal constitutes an equitable allocation of fees because all
similarly situated member organizations would be eligible for the same
rebate.
Similarly, the Exchange believes that the proposed changes to the
routing fees also represent an equitable allocation of fees because it
would apply uniformly to all member organizations that route orders in
securities at or above $1.00 to a Nasdaq auction, and each such member
organization would be charged the proposed lower fee when utilizing the
functionality. Without having a view of member organizations' activity
on other exchanges and off-exchange venues, the Exchange has no way of
knowing whether the proposed fee would result in any member
organization from reducing or discontinuing its use of the routing
functionality. Moreover, the proposed fee would be equitable because it
is consistent with or lower than fees charged on other exchanges.\19\
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\19\ See note 20 [sic], supra.
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The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. In the prevailing competitive environment, member
organizations are free to disfavor the Exchange's pricing if they
believe that alternatives offer them better value.
The proposal does not permit unfair discrimination because the
proposed criteria would be applied to all similarly situated member
organizations, who would all be eligible for the proposed rebates and
lower fees on an equal and non-discriminatory basis. The Exchange notes
in this regard that submission of orders to the Exchange is optional
for member organizations in that they could choose whether to submit
orders to the Exchange and, if they do, the extent of its activity in
this regard.
The Exchange believes the proposed rebate for DMM units adding
liquidity in IPOs and transfers during the first month of listing on
and transfer to the Exchange, respectively, does not permit
[[Page 6924]]
unfair discrimination because the proposed changes would apply to all
similarly situated member organizations that are DMM units. The
Exchange believes that offering a rebate during the first month of
listing ands transfer for these securities without a prior month of
trading and quoting with a DMM unit that would determine the credits
for that security in a billing month going forward would provide an
incentive for DMM units to quote and trade these assigned securities on
the Exchange during the first month of listing and transfer, and will
generally allow the Exchange and DMM units to better compete for order
flow, thus enhancing competition. The Exchange believes that the
proposal would provide an equal incentive to any member organization to
operate and maintain a DMM unit, and that the proposal would not be
unfairly discriminatory because the incentive would be offered on an
equal and non-discriminatory basis to all similarly situated member
organizations.
The Exchange believes that its proposed routing fee is not unfairly
discriminatory because the fee would be applicable to all member
organizations on an equal and non-discriminatory basis. The Exchange
believes it is not unfairly discriminatory as the proposal to charge a
lower fee would be assessed on an equal basis to all member
organizations that route orders in securities at or above $1.00 to
Nasdaq. Moreover, the proposed rule change neither targets nor will it
have a disparate impact on any particular category of market
participant. The Exchange believes that this proposal does not permit
unfair discrimination because the changes described in this proposal
would be applied to all similarly situated member organizations.
Accordingly, no member organization already operating on the Exchange
would be disadvantaged by the proposed allocation of fees. The Exchange
further believes that the proposed rule change would not permit unfair
discrimination among member organizations because the ability to route
to Nasdaq would remain available to all member organizations on an
equal basis and each such participant would be charged the same fee for
using the functionality.
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
In accordance with Section 6(b)(8) of the Act,\20\ the Exchange
believes that the proposed rule change would not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. Instead, as discussed above, the Exchange believes
that the proposed changes would encourage the submission of additional
liquidity to a public exchange, thereby promoting market depth, price
discovery and transparency and enhancing order execution opportunities
for member organizations. As a result, the Exchange believes that the
proposed change furthers the Commission's goal in adopting Regulation
NMS of fostering integrated competition among orders, which promotes
``more efficient pricing of individual stocks for all types of orders,
large and small.'' \21\
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\20\ 15 U.S.C. 78f(b)(8).
\21\ See Regulation NMS, 70 FR at 37498-99.
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Intramarket Competition. The proposed change is designed to attract
additional order flow to the Exchange. The Exchange believes that the
proposed changes would continue to incentivize DMM units to add
liquidity to the Exchange during the first month of an IPO or transfer.
Greater liquidity benefits all market participants on the Exchange by
providing more execution opportunities on the Exchange and encourages
member organizations to send orders, thereby contributing to robust
levels of liquidity, which also benefits all market participants on the
Exchange. Greater overall order flow, trading opportunities, and
pricing transparency benefit all market participants on the Exchange by
enhancing market quality and continuing to encourage member
organizations to send orders, thereby contributing towards a robust and
well-balanced market ecosystem. Moreover, the proposed fees and rebate
would be available to all similarly-situated market participants, and,
as such, the proposed changes would not impose a disparate burden on
competition among market participants on the Exchange. Accordingly, the
proposed change would not impose a disparate burden on competition
among market participants on the Exchange.
Intermarket Competition. The Exchange operates in a highly
competitive market in which market participants can readily choose to
send their orders to other exchange and off-exchange venues if they
deem fee levels at those other venues to be more favorable. In such an
environment, the Exchange must continually adjust its fees and rebates
to remain competitive with other exchanges and with off-exchange
venues. Because competitors are free to modify their own fees and
credits in response, and because market participants may readily adjust
their order routing practices, the Exchange does not believe its
proposed fee change can impose any burden on intermarket competition.
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
Pursuant to Section 19(b)(3)(A)(ii) of the Act,\22\ and Rule 19b-
4(f)(2) thereunder \23\ the Exchange has designated this proposal as
establishing or changing a due, fee, or other charge imposed on any
person, whether or not the person is a member of the self-regulatory
organization, which renders the proposed rule change effective upon
filing. 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.
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\22\ 15 U.S.C. 78s(b)(3)(A)(ii).
\23\ 17 CFR 240.19b-4.
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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#443631282169272b2929212a3037043721276a232b32"><span class="__cf_email__" data-cfemail="acded9c0c981cfc3c1c1c9c2d8dfecdfc9cf82cbc3da">[email protected]</span></a>. Please include
file number SR-NYSE-2026-07 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-2026-07. 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
[[Page 6925]]
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-2026-07 and should
be submitted on or before March 6, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\24\
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\24\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-02900 Filed 2-12-26; 8:45 am]
BILLING CODE 8011-01-P
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