Notice2026-19219
Self-Regulatory Organizations; Nasdaq Texas, LLC; Notice of Filing and Immediate Effectiveness of a Proposal To Amend the Exchange's Rules at Equity 1 and Equity 4 To Enable the Exchange To Become a Primary Listing Venue
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
September 21, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 181 (Monday, September 21, 2026)</title>
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[Federal Register Volume 91, Number 181 (Monday, September 21, 2026)]
[Notices]
[Pages 59815-59818]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-19219]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-106397; File No. SR-NasdaqTX-2026-042]
Self-Regulatory Organizations; Nasdaq Texas, LLC; Notice of
Filing and Immediate Effectiveness of a Proposal To Amend the
Exchange's Rules at Equity 1 and Equity 4 To Enable the Exchange To
Become a Primary Listing Venue
September 16, 2026.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on September 3, 2026, Nasdaq Texas, LLC (``Nasdaq Texas'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described
[[Page 59816]]
in Items I, II, and III, below, which Items have been prepared by the
Exchange. 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\ 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 the Exchange's rules at Equity 1 and
Equity 4 to align them with those of The Nasdaq Stock Market LLC
(``Nasdaq''), to enable the Exchange to become a primary listing venue.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaqtx/rulefilings">https://listingcenter.nasdaq.com/rulebook/nasdaqtx/rulefilings</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 Exchange 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 these 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 aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to amend the Exchange's
rulebook at Equity 1 and Equity 4 to more closely align them to those
of Nasdaq, to prepare the Exchange to become a primary listing venue at
some point during the second quarter of 2027.
In connection with its transition from ``Nasdaq BX, Inc.'' to
``Nasdaq Texas, LLC,'' the Exchange adopted new initial and continued
listing standards for equity securities that are substantially similar
to those of the Nasdaq Global Market at Nasdaq.\3\ The Exchange
currently only dually lists securities that are also listed on another
national securities exchange, but it now proposes to modify its rules
to allow it to also serve as a primary listing venue. The proposed rule
changes described below are designed to enable this transition by
aligning the Exchange's rules at Equity 1 and Equity 4 with the
corresponding rules of Nasdaq, thereby equipping the Exchange with the
rules necessary to operate as a primary listing market.
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\3\ See Exchange Act Release No. 104907 (Feb. 27, 2026), 91 FR
10657 (Mar. 4, 2026) (Notice of Filing of Amendment Nos. 1 and 2 and
Order Granting Accelerated Approval of a Proposed Rule Change, as
Modified by Amendment Nos. 1 and 2, To Remove Existing Listing Rules
and Establish New Listing Standards) (File No. SR-BX-2026-004).
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Equity 1 Changes
Equity 1, Section 1(a)(13) (``Market Hours'')
The Exchange proposes to amend the definition of ``Market Hours''
in Equity 1, Section 1(a)(13). While the Exchange will retain its
current market hours and trading sessions, it proposes to amend the
definition of ``Market Hours'' to add ``Regular Market Hours'' and
``Regular Trading Hours'' as synonyms for ``Market Hours.'' The
proposed amendments also add definitions for ``Pre-Market Session'' and
``Post-Market Session,'' which define those terms by reference to the
existing definitions of ``Pre-Market Hours'' and ``Post-Market Hours,''
respectively. These changes serve to align these terms with the
corresponding Nasdaq terms.
Equity 1, Section 1(a)(19) (``Exchange-Traded Product'')
The Exchange proposes to add a new definition for ``Exchange-Traded
Product'' in Equity 1, Section 1(a)(19), which defines the term by
reference to securities listed on Nasdaq Texas pursuant to the Rule
5700 Series (including Rules 5703, 5704, 5705, 5710, 5711, 5713, 5715,
5720, 5735, 5745, 5750, and 5760). The proposed definition is
substantially similar to the corresponding Nasdaq definition.
Equity 1, Section 1(a)(20) (``Business Day'')
The Exchange proposes to add a new definition for ``Business Day''
in Equity 1, Section 1(a)(20), which defines the term as any weekday
that is not a U.S. holiday. The proposed definition is substantially
similar to the corresponding Nasdaq definition.
Equity 4 Changes
Rule 4120 (Limit Up-Limit Down Plan and Trading Halts)
The Exchange proposes to replace the existing Rule 4120 in its
entirety. The current Rule 4120 contains provisions for regulatory
halts and operational halts that were adopted when the Exchange
operated solely as an unlisted trading privileges market. The proposed
rule replaces this framework with a comprehensive set of trading halt
provisions that are substantially similar to Nasdaq Equity 4, Rule 4120
and that will enable the Exchange to function as a primary listing
market. The proposed rule is organized into three sections:
Section (a) (Authority to Initiate Trading Halts or Pauses)
establishes the Exchange's authority to initiate trading halts or
pauses in various circumstances, including: halting Nasdaq Texas-listed
securities to permit the dissemination of material news; halting
securities listed on other exchanges when such exchanges impose halts;
halting for operational reasons; halting American Depository Receipts
when the underlying security is halted on a foreign exchange; halting
when the Exchange requests information from an issuer; halting due to
extraordinary market activity; halting securities that are the subject
of an Initial Public Offering; halting index warrants; halting
derivative securities products when required values are not
disseminated; imposing trading pauses for non-LULD securities; the
Limit Up-Limit Down mechanism; halting equity investment tracking
stocks and subscription receipts; halting for reverse stock splits; and
Initial ETP Opens.\4\
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\4\ The Exchange notes proposed Rule 4120(a)(13)(E)(2)(a)
references the FLITE protocol in addition to the OUCH and CORE FIX
protocols for the repricing of limit-priced interest under the Limit
Up-Limit Down mechanism, while Nasdaq's corresponding provision does
not reference FLITE. However, the omission of FLITE in Nasdaq Equity
4, Rule 4120(a)(13)(E)(2)(a) is an oversight in Nasdaq's rulebook,
which that exchange intends to correct in a forthcoming filing.
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Section (b) (Trading Halts for Trading of Certain Derivative
Securities Products on Nasdaq Texas Pursuant to Unlisted Trading
Privileges) establishes rules for halting trading in derivative
securities products traded on the Exchange pursuant to unlisted trading
privileges, including provisions for halts during Pre-Market Hours,
Regular Market Hours, and Post-Market Hours when required values are
not calculated or widely disseminated.
Section (c) (Procedure for Initiating and Terminating a Trading
Halt) establishes the procedures for initiating and terminating trading
halts, including: requirements for issuers to notify the Exchange of
material news; the process for evaluating information and determining
whether a halt is appropriate; the process for commencing and
terminating halts through notices posted on the Exchange's website; the
halt cross process for re-opening securities after trading halts; the
IPO halt cross process; the process for initial pricing of securities
not previously listed on a national securities exchange; trading pause
re-opening procedures; and the Initial ETP Open process.
[[Page 59817]]
Rule 4121 (Trading Halts Due to Extraordinary Market Volatility)
The Exchange proposes to amend Rule 4121 to add re-opening
procedures following market-wide circuit breaker (``MWCB'') halts,
including auction reference prices and MWCB auction collar procedures
that are substantially similar to those in Nasdaq Equity 4, Rule 4121.
The proposed amendments also update the cross-reference in subsection
(c)(i) to direct re-opening of trading following a Level 1 or 2 trading
halt to the new MWCB-specific re-opening procedures in Rule 4121(d),
rather than the general procedures in Rule 4120, add provisions for
publishing halt auction information, and re-letter certain existing
subsections.
Rule 4370 (Additional Requirements for Nasdaq Texas-Listed Securities
Issued by the Exchange or Its Affiliates)
The Exchange proposes to adopt new Rule 4370, which is
substantially similar to Nasdaq Equity 4, Rule 4370, to establish
additional requirements for securities listed on the Exchange that are
issued by the Exchange or its affiliates (``Affiliate Securities'').
The rule requires the Exchange to provide quarterly reports to its
Regulatory Oversight Committee regarding compliance with listing
requirements and trading of Affiliate Securities, engage an independent
accounting firm annually to review compliance, and report any non-
compliance to the Commission.
Rule 4702 (Order Types)
The Exchange proposes to amend Rule 4702 to add order types
necessary for the operation of the Nasdaq Texas Opening Cross and
Nasdaq Texas Closing Cross, including: Market On Open Orders (``MOO''),
Limit On Open Orders (``LOO''), Opening Imbalance Only Orders
(``OIO''), Market On Close Orders (``MOC''), Limit On Close Orders
(``LOC''), and Imbalance Only Orders (``IO''). These order types are
substantially similar to the corresponding order types in Nasdaq Equity
4, Rule 4702.
Rule 4752 (Opening Process)
The Exchange proposes to replace the current Rule 4752 with a
comprehensive opening process that includes the Nasdaq Texas Opening
Cross. The current rule provides a simple process for trading prior to
normal market hours and establishing an official opening price. The
proposed rule adds detailed definitions, pre-market trading procedures,
the Nasdaq Texas Opening Cross process (including Order Imbalance
Indicators, reference prices, and cross price determination), and
priority rules for executing orders in the cross. The proposed rule is
substantially similar to Nasdaq Equity 4, Rule 4752.
Rule 4753 (Nasdaq Texas Halt Cross)
The Exchange proposes to adopt new Rule 4753 for the Nasdaq Texas
Halt Cross, which establishes the process for determining the price at
which eligible interest shall be executed at the re-opening of trading
for a halted security. The proposed rule includes definitions, Order
Imbalance Indicators, cross price determination, and priority rules.
The proposed rule is substantially similar to Nasdaq Equity 4, Rule
4753.
Rule 4754 (Nasdaq Texas Closing Cross)
The Exchange proposes to adopt new Rule 4754 for the Nasdaq Texas
Closing Cross, which establishes the process for determining the price
at which orders shall be executed at the close and for executing those
orders. The proposed rule includes definitions, the closing cross
process, the LULD Closing Cross following Limit-Up-Limit-Down Trading
Pauses, the Hybrid Closing Cross following certain trading halts,
contingency procedures, and auxiliary procedures. The proposed rule is
substantially similar to Nasdaq Equity 4, Rule 4754.
Rule 4763 (Short Sale Price Test Pursuant to Rule 201 of Regulation
SHO)
The Exchange proposes to amend Rule 4763 to add a new subsection
(c) (Determination of Trigger Price) that establishes procedures for
the Exchange, as a listing market, to determine whether a transaction
in a covered security has occurred at a Trigger Price and to
immediately notify the single plan processor. The proposed amendments
also add new paragraphs (d)(1) and (d)(2) (within the re-lettered
``Duration of Short Sale Price Test'' subsection) to allow the Exchange
to lift the Short Sale Price Test before the Short Sale Period ends in
cases involving clearly erroneous executions or incorrect prior day
closing prices, and add a new paragraph (e)(2) (within the re-lettered
``Re-pricing of Orders during Short Sale Period'' subsection) to
address the treatment of Limit-on-Open, Market-on-Open, Limit-on-Close,
and Market-on-Close orders during the Short Sale Period. The proposed
amendments also re-letter subsequent subsections and make conforming
numbering changes. The proposed amendments are substantially similar to
the corresponding provisions of Nasdaq Equity 4, Rule 4763.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\5\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\6\ in particular, in that it is designed 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.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed rules will remove
impediments to, and perfect the mechanism of, a free and open market
and a national market system by aligning the Exchange's rules at Equity
1 and Equity 4 with the substantially similar rules of Nasdaq, thereby
enabling the Exchange to operate as a primary listing venue. The
proposed rules are substantially similar to the rules of Nasdaq, which
have been approved by the Commission. The Commission has previously
found that Nasdaq's rules are consistent with the Act.
By adopting trading halt rules, opening and closing cross
procedures, halt cross procedures, and related order types that are
substantially similar to those of Nasdaq, the proposed rule change will
equip the Exchange with the trading infrastructure necessary to serve
as a primary listing market and to protect investors and the public
interest in connection with the listing and trading of securities on
the Exchange. The proposed trading halt rules will provide the Exchange
with authority to halt trading in listed securities for material news
dissemination, extraordinary market activity, and other circumstances
in which such halts are necessary to protect investors and the public
interest, consistent with the halting authority exercised by Nasdaq and
other primary listing markets. The proposed opening and closing cross
procedures will establish price discovery mechanisms that are designed
to promote fair and orderly markets and efficient price formation at
the open and close of trading. The proposed halt cross procedures will
establish re-opening mechanisms following trading halts that are
designed to ensure fair and orderly markets and to protect investors.
The proposed rule change also adds order types necessary for the
operation of the opening and closing crosses, which will provide market
participants with the ability to participate in these price-setting
events. These order types
[[Page 59818]]
are substantially similar to those available on Nasdaq.
The proposed new definitions for ``Exchange-Traded Product'' and
``Business Day'' in Equity 1, Section 1(a)(19) and (a)(20) will improve
the clarity and transparency of Exchange rules by adding defined terms
that are used throughout the Exchange's rules.
The proposed Rule 4370 will protect investors and the public
interest by establishing additional oversight requirements for
securities listed on the Exchange that are issued by the Exchange or
its affiliates, including quarterly reporting to the Regulatory
Oversight Committee, annual independent accounting firm review, and
Commission notification requirements.
The proposed amendments to Rule 4763 will protect investors and the
public interest by establishing procedures for the Exchange, as a
listing market, to determine trigger prices under Regulation SHO's
short sale price test, which is a function performed by primary listing
markets.
The proposed amendments to Rule 4121 will protect investors and the
public interest by establishing re-opening procedures for market-wide
circuit breaker halts that are substantially similar to those of
Nasdaq, ensuring fair and orderly re-opening of trading following
market-wide circuit breaker events.
By basing the proposed rules on the rules of the Exchange's
affiliate, Nasdaq, the proposed rule change will promote continuity
across affiliated exchanges and will ensure that market participants
encounter substantially similar rules and trading procedures across
both exchanges.
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 not necessary or appropriate in
furtherance of the purposes of the Act. The proposed rule change will
align the Exchange's rules at Equity 1 and Equity 4 with the
substantially similar rules of Nasdaq, to prepare the Exchange to
become a primary listing venue. The proposed rules will apply equally
to all Participants of the Exchange. Further, the proposed rule change
will allow the Exchange to operate under trading rules that are
substantially similar to those of Nasdaq and other primary listing
markets, enabling the Exchange to compete with those markets for
listings. The Exchange believes that the proposed rules will promote
competition among national securities exchanges by providing issuers
with an additional venue for listing their securities on an exchange
with trading rules that are consistent with those of other primary
listing markets.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \7\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\8\
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\7\ 15 U.S.C. 78s(b)(3)(A)(iii).
\8\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#3f4d4a535a125c5052525a514b4c7f4c5a5c11585049"><span class="__cf_email__" data-cfemail="2c5e594049014f4341414942585f6c5f494f024b435a">[email protected]</span></a>. Please include
file number SR-NasdaqTX-2026-042 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-NasdaqTX-2026-042. 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-NasdaqTX-2026-042 and should be
submitted on or before October 13, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-19219 Filed 9-18-26; 8:45 am]
BILLING CODE 8011-01-P
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