Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt a Shared Listings Program on the Exchange

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<title>Federal Register, Volume 91 Issue 197 (Wednesday, October 14, 2026)</title>
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[Federal Register Volume 91, Number 197 (Wednesday, October 14, 2026)]
[Notices]
[Pages 65276-65279]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-20922]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106638; File No. SR-TXSE-2026-038]


Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Adopt a Shared Listings Program on the Exchange

October 8, 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 October 5, 2026, Texas Stock Exchange LLC (the ``Exchange'' or 
``TXSE'') filed with the Securities and Exchange Commission (``SEC'' or 
``Commission'') the proposed rule change as described 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 is filing with the Securities and Exchange Commission 
(``Commission'') a proposal to adopt the Shared Listings Program 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 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 add Section H to its Fee Schedule to 
establish a Shared Listings Program which provides certain credits that 
corporate issuers with the primary listing of a class of its stock (a 
``Primary Listing Company'') on the Exchange (excluding an Acquisition 
Company before consummation of its Business Combination as those terms 
are defined in Rule 16.313(a)(1) \3\) will receive related to the 
Exchange's revenue.
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    \3\ Rule 16.313(a)(1) provides that ``The Exchange will consider 
on a case-by-case basis the appropriateness for listing of companies 
(``acquisition companies'' or ``ACs'') with no prior operating 
history that conduct an IPO of which at least 90% of the proceeds, 
together with the proceeds of any other concurrent sales of the AC's 
equity securities, will be held in a trust account controlled by an 
independent custodian until consummation of a business combination 
in the form of a merger, capital stock exchange, asset acquisition, 
stock purchase, reorganization or similar business combination with 
one or more operating businesses or assets (a ``Business 
Combination'') with a fair market value equal to at least 80% of the 
net assets held in trust (net of amounts disbursed to management for 
working capital purposes and excluding the amount of any deferred 
underwriting discount held in trust) (the ``Business Combination 
Condition'').''
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Background
    The choice of listing exchange for public companies and companies 
looking to go public in the U.S. is effectively between two exchanges, 
operating as a duopoly in which listing decisions are based on the 
relative attractiveness of the two venues rather than a broad 
marketplace of alternatives. Their offerings are largely based on 
marketing and soft-dollar support that tends to obscure the true 
economic relationship between the exchanges and their listed companies. 
TXSE believes that issuers deserve a more transparent and economically 
rational framework for valuing a listing relationship. Accordingly, the 
Exchange proposes to implement a straightforward revenue-sharing 
structure under which eligible listed companies would receive a defined 
percentage of: the auction revenue generated by the Exchange in the 
issuer's security, the Exchange's proprietary market data revenue, and 
the annual listing fees they pay to the Exchange. This approach would 
allow issuers to evaluate the economic return of their listing decision 
in concrete, quantifiable terms, aligning the interests of the Exchange 
and its listed companies, promoting informed decision-making, and 
introducing meaningful price transparency to the competitive landscape.
Proposed Changes
    The Exchange is proposing to adopt the Shared Listing Program, a 
fee arrangement that will provide transparent pricing and allocation of 
fees and credits to Primary Listing Companies. Specifically, the 
Exchange is proposing to issue an annual credit to Primary Listing 
Companies based on three factors: (i) the Exchange's auction 
transaction revenue attributable to the Primary Listing Company's 
securities (``Auction Credit''); (ii) the Exchange's Total Proprietary 
Market Data Revenue (``Market Data Credit''); \4\ and (iii) the annual 
listing fee paid by the Primary Listing Company to the Exchange 
(``Listing Fee Credit'' and, collectively

[[Page 65277]]

with the Auction Credit and Market Data Credit, ``Total SLP Credit'').
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    \4\ As provided in the proposed Corporate Listings Fee Schedule, 
the term ``Total Proprietary Market Data Revenue'' means annual 
revenue derived from sales of any proprietary market data products. 
This includes real-time, historical, and reference data, top of book 
and depth of book data, and any other proprietary data products that 
the Exchange may add in the future.
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    Acquisition Companies would not be eligible to participate in the 
Shared Listings Program before consummation of their Business 
Combinations. Following consummation, a former Acquisition Company 
would become eligible prospectively, provided that it otherwise 
satisfies the requirements of the Program. Accordingly, the Exchange 
would calculate its credits solely by reference to trading days during 
which the issuer was eligible.
Auction Credit
    Exchanges derive much of their listing revenue from opening and 
closing auctions in their primary listed securities. As such, the 
Exchange is proposing to allocate 30% of its annual auction transaction 
revenue from Opening and Closing Auctions in a Primary Listing 
Company's listed security or securities (``Total Auction Transaction 
Revenue'') in the form of an Auction Credit to the Primary Listing 
Company. This is calculated as Total Auction Transaction Revenue x .3. 
Total Auction Transaction Revenue will be calculated as the total 
transaction revenue for Opening and Closing Auctions during a given 
year. For example, where a Primary Listing Company has $100,000 in 
transaction revenue generated in the Opening and Closing Auctions in a 
given year in its listed corporate securities, the Exchange will 
provide the Primary Listing Company with a $30,000 Auction Credit 
($100,000 x .3).
    The Exchange believes that this marks a step forward in 
transparency around exchange economics and primary listings on the 
exchange. Exchanges derive much of their listings-related revenue from 
the Opening and Closing Auctions and listed companies do not currently 
receive any direct economic benefit from this lucrative portion of 
exchange listings. The value derived from Opening and Closing Auctions 
is easily measurable and listings with higher auction volume generate 
more revenue for their listing venue without meaningful incremental 
cost. As such, the Exchange is proposing to create a fee arrangement 
that is transparent to Primary Listing Companies and the marketplace by 
providing Primary Listing Companies with an Auction Credit that is 
based directly on how much revenue the Exchange derives from Opening 
and Closing Auctions in a particular security each year.
Market Data Credit
    The Exchange is proposing to allocate 30% of its total proprietary 
market data revenue (the ``Proprietary Market Data SLP Pool'') to a 
Market Data Credit to Primary Listing Companies, up to $100,000 per 
issuer. The calculation for allocation will be as follows:

[cir] Total Proprietary Market Data Revenue x .3 = Proprietary Market 
Data SLP Pool
[cir] Issuer Distribution Ratio = number of trading days Primary 
Listing Company had a primary listing on TXSE/total number of trading 
days that all Primary Listing Companies were listed on TXSE
[cir] Market Data Credit = the lesser of:
    [ssquf] Proprietary Market Data SLP Pool * Issuer Distribution 
Ratio; and
    [ssquf] $100,000

    For example, Firm ABC was listed on the Exchange for 25% of the 
trading days in a year (63 trading days out of 252 total trading days), 
there were 9 other Primary Listing Companies for the entirety of the 
year (``Full Year Issuers''), and the Exchange had Total Proprietary 
Market Revenue of $3,333,333. The Proprietary Market Data SLP Pool is 
$3,333,333 x .3 = $1,000,000. The Issuer Distribution Ratio for Firm 
ABC is 63/((9 x 252) + 63) = .027027. Firm ABC would receive a Market 
Data Credit of the lesser of $27,027 (.027027 * $1,000,000) and 
$100,000, so Firm ABC would receive a Market Data Credit of $27,027. 
The Issuer Distribution Ratio for the Full Year Issuers would be 252/
((9 x 252) + 63)) = .108108. The Full Year Issuers would receive a 
Market Data Credit of the lesser of $108,108 ($1,000,000 * .108108) and 
$100,000, so they would each receive a $100,000 Market Data Credit.
    Again, the Exchange believes that sharing up to 30% of its 
Proprietary Market Data SLP Pool in the form of a Market Data Credit to 
Primary Listing Companies increases transparency between issuers and 
their listing venues and better reflects the economic reality for how 
exchanges are able to monetize their listing businesses. The more 
primary listings an exchange has on its market, the more valuable its 
proprietary market data becomes to market participants. Rather than 
obfuscating this from issuers, the Exchange is proposing to provide 
Primary Listing Companies with a Market Data Credit that allows them to 
share in the revenue the Exchange is generating from its proprietary 
market data products made more valuable by their listing.
Listing Fee Credit
    The Exchange is also proposing to allocate 30% of a Primary Listing 
Company's annual listing fees from the prior year back to each Primary 
Listing Company in the form of a Listing Fee Credit (e.g., 30% of a 
$100,000 annual listing fee paid in 2026 would be a $30,000 Listing Fee 
Credit in 2027). This is intended to further share the economics of 
listings with Primary Listing Companies on the Exchange and to act as a 
further incentive for Primary Listing Companies to remain listed with 
the Exchange. As an example, where a Primary Listing Company paid 
$100,000 in annual listing fees to the Exchange (which excludes any 
initial fees, application fees, corporate action fees, etc.) for the 
prior year, in the following year the Exchange would issue a $30,000 
Listing Fee Credit to the Primary Listing Company. Consistent with the 
Auction Credit and the Market Data Credit, the Listing Fee Credit will 
more directly tie the economics of listing on the Exchange to the 
revenue that the listing generates for the Exchange.
Total SLP Credit
    In January of each year, the Exchange will calculate each Primary 
Listing Company's Market Data Credit, Auction Credit, and Listing Fee 
Credit for the previous year and add them together to calculate the 
Total SLP Credit. A Primary Listing Company's Total SLP Credit can then 
be applied to any fees incurred by the Primary Listing Company related 
to the listing of their corporate security or securities on the 
Exchange for that upcoming year, as the Exchange bills its annual 
listing fees in January of each year. A Primary Listing Company may opt 
to have the Total SLP Credit applied to then applicable corporate 
listing fees on the Exchange or opt to receive payment from the 
Exchange of all or part of their Total SLP Credit.\5\ The Total SLP 
Credit

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expires at the close of business on the last trading day of January and 
cannot be carried over or transferred to another party.
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    \5\ The Exchange notes that other exchange listing fee programs 
have allowed for payments to issuers based on the economics to the 
listing exchange. See Securities Exchange Act Release No. 76113 
(October 8, 2015), FR 80 62142 (October 15, 2015) (SR-BATS-2015-80) 
(``BATS Filing to Pay Issuers for Listings''). This proposal 
provided that BATS Exchange, Inc. (``BATS'') would pay between 
$3,000 and $400,000 to ETF issuers based on the consolidated average 
daily trading volume (``CADV'') of exchange-traded products on its 
exchange, justified by the economics to the exchange that they could 
expect based on the CADV of the product and the associated expected 
auction volume and outsized share of intraday trading. While the 
BATS Filing to Pay Issuers for Listings related to exchange-traded 
products (``ETPs'') and this proposal relates specifically to 
corporate listings, the Exchange believes that the underlying policy 
rationale for allowing the payments is the same--exchanges benefit 
from the economics of a listing (whether ETP or corporate listing) 
beyond just the annual listing fees and the fee arrangements should 
reflect those benefits which would include payment to issuers based 
on these economics.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\6\ in general, and furthers the 
objectives of Sections 6(b)(4) and (5) of the Act,\7\ in particular, in 
that it provides for the equitable allocation of reasonable dues, fees 
and other charges among issuers and it does not unfairly discriminate 
between customers, issuers, brokers or dealers.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that the proposed adoption of the Shared 
Listings Program is a reasonable, fair and equitable, and not unfairly 
discriminatory allocation of fees and other charges because it would 
create a distribution of fees and other charges applicable to all 
issuers that reflect the additional revenue that a listing on the 
Exchange creates for the Exchange through executions occurring in the 
auctions, market data revenue, and listing fees. The Shared Listings 
Program acknowledges the additional revenue brought to the TXSE by its 
listed securities and is designed to reward an issuer for such 
additional revenue, which TXSE believes will create a more equitable 
appropriate relationship between the TXSE and Primary Listing Companies 
based on the revenue and expenses associated with listing on TXSE. As 
such, the Exchange believes that it is reasonable, fair and equitable, 
and not unfairly discriminatory allocation of fees and other charges to 
provide credits to Primary Listing Companies listed on the Exchange.\8\ 
The Exchange believes that it is reasonable, fair and equitable, and 
not unfairly discriminatory to apply the Shared Listings Program to 
corporate listings and not to ETP listings because the economics of 
corporate listings and ETP listings are similar but different and the 
Exchange has a fee arrangement for ETPs that is more specifically 
tailored to ETPs.
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    \8\ Further to this point, the Exchange notes that another 
exchange has offered credits to issuers for listing on the exchange. 
See Securities Exchange Act Release No. 81725 (September 26, 2017), 
FR 82 45917 (October 2, 2017) (SR-IEX-2017-30). While the 
calculation for the credit was quite different than the Shared 
Listings Program (flat $250,000 credit for any company that 
announces its intent to transfer its listing to Investors' Exchange 
LLC within 120 days of first listing), the concept of providing 
issuers with credits to offset fees is very similar.
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    The Exchange believes that excluding Acquisition Companies before 
consummation of their Business Combinations is reasonable, equitable, 
and not unfairly discriminatory. Acquisition Companies differ from 
operating companies because, as provided in TXSE Rule 16.313(a)(1), 
they have no prior operating history and hold at least 90% of their 
offering proceeds and concurrent equity-sale proceeds in trust pending 
a Business Combination. The Shared Listings Program is intended to 
share the economics associated with an ongoing primary-listing 
relationship with an operating company. Before consummating a Business 
Combination, an Acquisition Company is a shell company without an 
operating business and is listed under a distinct regulatory framework 
reflecting its limited purpose of identifying and completing a Business 
Combination. It therefore is not similarly situated to the operating 
companies for which the Shared Listings Program is designed. An 
Acquisition Company that consummates its Business Combination would 
become eligible to participate in the Shared Listings Program at that 
time. Following consummation of its Business Combination, the company 
becomes an operating company and is similarly situated to other 
eligible operating companies participating in the Program. The proposed 
exclusion therefore distinguishes between issuers based on objective 
differences in their status and applies uniformly to all similarly 
situated issuers.
    The Exchange believes that providing an Auction Credit to a Primary 
Listing Company based on the specific auction transaction volume of its 
listed securities is a reasonable, fair and equitable, and not unfairly 
discriminatory allocation of fees and other charges because it would 
create a distribution of fees and other charges applicable to all 
eligible issuers that are commensurate with the additional revenue that 
a security listed on the Exchange creates for the Exchange through 
executions occurring in the Opening and Closing Auctions. As described 
above, where the auction volume of a security increases, so does the 
additional auction transaction fee revenue earned by the primary 
listing exchange. Accordingly, awarding an Auction Credit on the basis 
of the total transaction revenue from Opening and Closing Auctions on 
the Exchange will reward the Primary Listing Company on the basis of 
the additional revenue that the security brought to the Exchange during 
the prior year. Further to this point, the Exchange does not believe 
that the proposal is unfairly discriminatory because, as described 
above, the annual Auction Credit is based on the additional revenue 
that the Exchange has received from the security being listed on the 
Exchange. The Exchange also believes that it is equitable and not 
unfairly discriminatory for securities with high auction volume to 
receive a larger Auction Credit than securities with lower auction 
volume because the Auction Credit is directly proportionate to the 
amount of revenue generated for the Exchange through the Opening and 
Closing Auctions.
    Similarly, the Exchange believes that providing the same Market 
Data Credit to all Primary Listing Companies capped at $100,000 per 
year is a reasonable, fair and equitable, and not unfairly 
discriminatory allocation of fees and other charges because it would 
create a distribution of fees and other charges applicable to all 
Primary Listing Companies that represents a percentage of the revenue 
that they collectively bring to the Exchange in the form of more useful 
market data. There is no reliably accurate way to calculate the 
specific contribution of particular securities to proprietary market 
revenue and, as noted above, the more listed securities there are on a 
particular exchange the more useful that exchange's market data 
becomes, so the Exchange believes that providing proportionally equal 
payments to all Primary Listing Companies based on the amount of time 
they're listed on the Exchange is a reasonable allocation of fees and 
other charges. The Exchange believes that capping the Market Data 
Credit at $100,000 is consistent with the Act because it provides a cap 
that the Exchange believes to be reasonable while still providing a 
substantial Market Data Credit to each Primary Listing Company.
    The Exchange believes that providing a Listing Fee Credit to all 
Primary Listing Companies of 30% of their annual listing fee is a 
reasonable, fair and equitable, and not unfairly discriminatory 
allocation of fees and other charges because it would create a 
distribution of fees and other charges applicable to all Primary 
Listing Companies directly tied to the Exchange's revenue from their 
annual listing fee. Consistent with the Auction Credit and the Market 
Data Credit, the Listing Fee Credit will more directly tie the 
economics of listing on the Exchange to the revenue that the listing 
generates for the Exchange.
    The Exchange believes that the application of the Total SLP Credit 
is a

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reasonable, fair and equitable, and not unfairly discriminatory 
allocation of fees and other charges because, as noted throughout this 
proposal, the Shared Listings Program represents a more transparent and 
equitable allocation of fees for corporate listings based on revenue 
generated by the Exchange. More specifically, the Exchange believes 
that the ability for a Primary Listing Company to apply the Total SLP 
Credit to its applicable corporate listing fees or to receive payment 
for such credit is a reasonable, fair and equitable, and not unfairly 
discriminatory allocation of fees and other charges because it reflects 
the economics of the listing relationship with the Exchange and 
provides additional flexibility to Primary Listing Companies by 
allowing them to opt to receive the same economic benefit in multiple 
ways. The Exchange also notes that other exchange listing programs 
related to ETPs have allowed for payments to issuers based on the 
economics to the listing exchange.\9\ While this proposal relates 
specifically to corporate listings and not ETPs, the Exchange believes 
that the underlying policy rationale for allowing the payments is the 
same--exchanges benefit from the economics of a listing (whether ETP or 
corporate listing) beyond just the annual listing fees and the fee 
arrangements should reflect those benefits which would include payment 
to issuers based on these economics.
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    \9\ See BATS Filing to Pay Issuers for Listings.
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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 that is not necessary or appropriate 
in furtherance of the purposes of the Exchange Act. The Exchange 
believes that the proposed rule change will improve competition by 
enhancing competition as it is intended to increase the competitiveness 
of the Exchange's listings program by allowing the Exchange to provide 
Primary Listing Companies with listing credit and/or payments based on 
the revenue generated by the Exchange.
    The Exchange believes that the proposed rule change would increase 
both intermarket and intramarket competition by increasing the 
competitiveness of its listing venue and attracting eligible transfer 
and new listings on the Exchange.
    The exclusion of Acquisition Companies before consummation of their 
Business Combinations would not impose an unnecessary or inappropriate 
burden on competition because it would apply uniformly to all 
Acquisition Companies. Following consummation of a Business 
Combination, the resulting operating company would be eligible to 
participate prospectively on the same terms as other eligible Primary 
Listing Companies.

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 \10\ and Rule 19b-4(f)(2) \11\ 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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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 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 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#3d4f485158105e5250505853494e7d4e585e135a524b"><span class="__cf_email__" data-cfemail="3143445d541c525e5c5c545f4542714254521f565e47">[email&#160;protected]</span></a>. Please include 
file number SR-TXSE-2026-038 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-TXSE-2026-038. 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-TXSE-2026-038 and should be submitted on 
or before November 4, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-20922 Filed 10-13-26; 8:45 am]
BILLING CODE 8011-01-P


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