Notice2026-10149
Self-Regulatory Organizations; New York Stock Exchange LLC; Order Granting Approval of Proposed Rule Change Amending Section 703.12(II) of the NYSE Listed Company Manual To Expand the Circumstances Under Which Rights May Be Listed on the NYSE
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
May 21, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 98 (Thursday, May 21, 2026)</title>
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[Federal Register Volume 91, Number 98 (Thursday, May 21, 2026)]
[Notices]
[Pages 30005-30006]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-10149]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105512; File No. SR-NYSE-2026-05]
Self-Regulatory Organizations; New York Stock Exchange LLC; Order
Granting Approval of Proposed Rule Change Amending Section 703.12(II)
of the NYSE Listed Company Manual To Expand the Circumstances Under
Which Rights May Be Listed on the NYSE
May 18, 2026.
I. Introduction
On February 4, 2026, the New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4
[[Page 30006]]
thereunder,\2\ a proposed rule change to amend Section 703.12(II) of
the NYSE Listed Company Manual (``Manual'') to expand the circumstances
under which rights may be listed on the NYSE. The proposed rule change
was published for comment in the Federal Register on February 17,
2026.\3\ On March 27, 2026, pursuant to Section 19(b)(2) of the Act,\4\
the Commission designated a longer period within which to approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the proposed rule
change.\5\ The Commission received no comments regarding the proposed
rule change. This order approves the proposed rule change.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 104816 (Feb. 11,
2026), 91 FR 7332 (``Notice'').
\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 105099, 91 FR 16259
(Apr. 1, 2026).
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II. Description of the Proposal
As described in more detail in the Notice,\6\ the Exchange proposes
to amend Section 703.12(II) of the Manual to provide that for purposes
of the Exchange's listing standards, ``rights'' will refer to the
privilege offered to recipients of such rights to subscribe for shares
of a class of securities of such issuer that is listed or to be listed
on the Exchange, regardless of whether the recipients of the rights are
existing shareholders of record of such issuer. The Exchange also
proposes to permit the listing of a right where the security into which
such right is exercisable will be listed on the Exchange upon the
exercise of the rights and such exercise is pursuant to a registration
statement filed under the Securities Act of 1933 (``Securities Act
Registration Statement'') that has been declared effective by the
Commission prior to or simultaneous with the listing of such rights
(``Prospective Listing Rights'').\7\ The Exchange further proposes
related changes, among other things, to specify that listed rights may
be issued to the initial recipient of such rights either with or
without the payment of consideration by such initial recipients, to set
forth numerical requirements for listing of Prospective Listing Rights,
to provide that funds paid upon exercise of Prospective Listing Rights
must be held in a trust account, and to establish a maximum listing
period and specify conditions for delisting of Prospective Listing
Rights.\8\
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\6\ See Notice, supra note 3.
\7\ The Exchange states that the issuer of the Prospective
Listing Rights will be required by law to update the Securities Act
Registration Statement to reflect any material changes in the
information required to be included therein that arise between the
time of effectiveness of the Securities Act Registration Statement
and the exercise of the Prospective Listing Rights. See id. at 7333.
\8\ See id.
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III. Discussion and Commission Findings
After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities exchange.\9\
In particular, the Commission finds that the proposed rule change is
consistent with Section 6(b)(5) of the Act,\10\ which requires, among
other things, that the rules of a national securities exchange be
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general, to protect investors and the public
interest; and are not designed to permit unfair discrimination between
customers, issuers, brokers or dealers.
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\9\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\10\ 15 U.S.C. 78f(b)(5).
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The Exchange states that the proposal ``will give issuers greater
flexibility in structuring a rights offering as a capital raising
tool'' and will ``provide a source of capital for the acquisition of
assets.'' \11\
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\11\ See Notice, supra note 3, at 7333, 7335.
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The Commission has stated that listing standards are important
given investor expectations regarding the nature of securities that
have achieved an exchange listing, and the role of an exchange in
overseeing its market and assuring compliance with its listing
standards.\12\ The Commission believes that the proposal offers
additional flexibility for issuers to raise capital through a new type
of rights offering, in turn providing investors with a new opportunity
to participate in that process, which will be pursuant to a Securities
Act Registration Statement. For this reason, the Commission finds that
the proposed rule change is consistent with the Act.
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\12\ See, e.g., Securities Exchange Act Release Nos. 88716 (Apr.
21, 2020), 85 FR 23393 (Apr. 27, 2020) (SR-NASDAQ-2020-001); 88389
(Mar. 16, 2020), 85 FR 16163 (Mar. 20, 2020) (SR-NASDAQ-2019-089).
See also Securities Exchange Act Release No. 81856 (Oct. 11, 2017),
82 FR 48296, 48298 (Oct. 17, 2017) (SR-NYSE-2017-31) (stating that
``[a]dequate standards are especially important given the
expectations of investors regarding exchange trading and the
imprimatur of listing on a particular market'' and that ``[o]nce a
security has been approved for initial listing, maintenance criteria
allow an exchange to monitor the status and trading characteristics
of that issue . . . so that fair and orderly markets can be
maintained'').
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IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\13\ that the proposed rule change (SR-NYSE-2026-05) be, and it
hereby is, approved.
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\13\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-10149 Filed 5-20-26; 8:45 am]
BILLING CODE 8011-01-P
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