Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt a Transaction Fee Applicable to Orders That Execute in Auctions on the Exchange

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<title>Federal Register, Volume 91 Issue 192 (Tuesday, October 6, 2026)</title>
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[Federal Register Volume 91, Number 192 (Tuesday, October 6, 2026)]
[Notices]
[Pages 63624-63626]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-20407]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106565; File No. SR-TXSE-2026-034]


Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Adopt a Transaction Fee Applicable to Orders That Execute in Auctions 
on the Exchange

October 1, 2026.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on September 24, 2026, Texas Stock Exchange LLC (the ``Exchange'' 
or ``TXSE'') filed with the Securities and Exchange Commission 
(``Commission'') a proposed rule change as described in Items I and II 
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 is filing with the Securities and Exchange Commission 
(``Commission'') a proposal to adopt a transaction fee applicable to 
orders that execute in auctions on the Exchange. The text of the 
proposed rule change is available on the Commission's website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>) at the Exchange's website (<a href="https://www.txse.com/regulations/rules-filings">https://www.txse.com/regulations/rules-filings</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

[[Page 63625]]

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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend its Fee Schedule to adopt a fee for 
orders executed in auctions conducted pursuant to Rule 11.022.\3\ 
Specifically, the Exchange proposes to add a Transaction Fee for 
Eligible Auction Orders that are executed in a TXSE Opening, Closing, 
IPO, Halt or Volatility Closing Auction of $0.0012 per share executed.
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    \3\ The Exchange initially filed the proposed rule change on 
September 15, 2026, as SR-TXSE-2026-034 [sic]. On September 23, 
2026, the Exchange withdrew that filing and refiled the proposed 
rule change as SR-TXSE-2026-034.
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    The proposed fee would apply uniformly and without regard to 
whether an order is displayed or non-displayed, adds or removes 
liquidity, is designated to participate exclusively in an auction, or 
rests on the TXSE Book before participating in an auction. The fee 
applicable to executions in an auction would apply in lieu of, and 
would not be combined with, any other transaction-specific fee or 
rebate set forth in the Fee Schedule. Accordingly, each side of an 
auction execution would be assessed the applicable fee. The Exchange 
believes this approach would provide Members with a simple and 
predictable method for determining the fee applicable to an auction 
execution.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\4\ in general, and furthers the 
objectives of Section 6(b)(5) \5\ requirements in that it is designed 
to prevent fraudulent and manipulative acts and practices, to promote 
just and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system, and, in general, to 
protect investors and the public interest and is not be designed to 
permit unfair discrimination between customers, issuers, brokers, or 
dealers as well as Section 6(b)(4) \6\ in that it is designed to 
provide for the equitable allocation of reasonable dues, fees, and 
other charges among its members and other persons using its facilities.
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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(5).
    \6\ 15 U.S.C. 78f(b)(4).
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    The Exchange believes the proposed fee is reasonable. The proposed 
$0.0012-per-share rate is within the range of auction transaction fees 
imposed by other equities exchanges. NYSE Texas and NYSE Arca assess a 
$0.0012-per-share fee for specified orders executed in a closing 
auction and a $0.0015-per-share fee for specified orders executed in an 
opening auction.\7\ Cboe BZX has also assesses an auction execution fee 
of $0.0011 per share for specified closing-auction and continuous-book 
executions and $0.0013 per share for specified opening-, IPO-, and 
halt-auction executions.\8\ The proposed $0.0012-per-share fee 
therefore is comparable to fees charged for auction executions on 
competing equities exchanges.
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    \7\ See page 3 of NYSE Texas Fee Schedule at <a href="https://www.nyse.com/publicdocs/nyse/markets/nyse-texas/NYSE_Texas_Fee_Schedule.pdf">https://www.nyse.com/publicdocs/nyse/markets/nyse-texas/NYSE_Texas_Fee_Schedule.pdf</a> and page 3 of NYSE Arca Fee Schedule at 
<a href="https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Marketplace_Fees.pdf">https://www.nyse.com/publicdocs/nyse/markets/nyse-arca/NYSE_Arca_Marketplace_Fees.pdf</a>.
    \8\ See BZX Fee Schedule at <a href="https://www.cboe.com/us/equities/membership/fee_schedule/bzx/">https://www.cboe.com/us/equities/membership/fee_schedule/bzx/</a>.
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    The Exchange also believes that applying one rate to all auction 
executions is reasonable because every executed order receives the 
benefit of the Exchange's auction process and the resulting single-
price execution. A uniform rate would avoid distinctions based on how 
an order entered the auction and would allow Members to determine the 
applicable charge without considering whether an order was displayed, 
non-displayed, auction-only, or resting on the TXSE Book before the 
auction.
    Further to this point, the Exchange also believes the proposed fee 
is equitably allocated and not unfairly discriminatory because it would 
apply uniformly to all Members and to each buy and sell order executed 
in an Exchange auction. The proposal would not distinguish based on a 
Member's identity, capacity, volume, order type, or whether its order 
added or removed liquidity. Each Member would be subject to the same 
fee for the same type of auction execution. Members whose orders do not 
execute in an auction would not be charged the proposed fee. The 
proposal also would not provide a rebate, discount, tier, or exemption 
to any category of Member. The Exchange therefore believes that the 
proposed fee is consistent with Sections 6(b)(4) and 6(b)(5) of the 
Act.
    The Exchange operates in a competitive market in which market 
participants may direct order flow to competing exchanges and off-
exchange venues. The Commission has recognized the importance of market 
forces in determining prices and self-regulatory organization revenues. 
The Exchange believes the proposed fee reflects a competitive rate 
designed to support the operation of its auctions while remaining 
comparable to auction fees assessed by other equities exchanges. 
Members are not required to enter orders for execution in an Exchange 
auction. Members may determine whether and to what extent to submit 
auction interest based on their customers' instructions, regulatory 
obligations, and the available execution alternatives. Competing 
exchanges may also respond by modifying their auction functionality or 
pricing. For these reasons, the Exchange believes the proposed rule 
change is consistent with the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change would 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.
    The Exchange does not believe the proposed rule change will impose 
any undue burden on intramarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act because the fee 
for transacting in auctions on the Exchange would be assessed uniformly 
on each buy and sell order executed in an Exchange auction. The 
proposal would not distinguish among Members, capacities, order types, 
or liquidity-adding and liquidity-removing interest. No Member would 
receive a preferential auction rate, credit, tier, or exemption.
    The Exchange does not believe the proposed rule change will impose 
an undue burden on intermarket competition because it would not 
restrict the ability of competing exchanges to offer auctions or to 
establish their own auction pricing. Market participants may consider 
the Exchange's fees, auction functionality, and execution quality when 
determining where to direct eligible order flow. To the extent the 
proposed fee affects competition, the Exchange believes it would 
promote competition among exchanges with respect to auction pricing and 
services. For these reasons, the Exchange does not believe the proposed 
rule change will impose any burden on competition that is not

[[Page 63626]]

necessary or appropriate in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants or Others

    The Exchange neither solicited nor received written comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \9\ and Rule 19b-4(f)(2) \10\ thereunder. 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 will institute proceedings to determine whether 
the proposed rule change should be approved or disapproved.
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    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(2).
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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 proposal 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="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#0270776e672f616d6f6f676c7671427167612c656d74"><span class="__cf_email__" data-cfemail="2654534a430b45494b4b434852556655434508414950">[email&#160;protected]</span></a>. Please include 
File No. SR-TXSE-2026-034 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 No. SR-TXSE-2026-034. 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="http://www.sec.gov/rules/sro.shtml">http://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-TXSE-2026-034 and should be submitted on or 
before October 27, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-20407 Filed 10-5-26; 8:45 am]
BILLING CODE 8011-01-P


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