Notice2026-21571
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Harmonize NYSE Rule 3220 With Certain Changes by FINRA
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
October 22, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 203 (Thursday, October 22, 2026)</title>
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[Federal Register Volume 91, Number 203 (Thursday, October 22, 2026)]
[Notices]
[Pages 66748-66752]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-21571]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-106691; File No. SR-NYSE-2026-51]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Harmonize NYSE Rule 3220 With Certain Changes by FINRA
October 19, 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 October 9, 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 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\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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[[Page 66749]]
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to harmonize NYSE Rule 3220 (Influencing or
Rewarding Employees of Others) with certain changes by the Financial
Industry Regulatory Authority, Inc. (``FINRA'') to FINRA Rule 3220 to,
among other things, increase the gift limit from $100 to $300. 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
This proposed rule change is based on a filing recently submitted
by FINRA, and approved by the Commission, to amend FINRA Rule 3220
(Influencing or Rewarding Employees of Others), and is intended to
harmonize the Exchange's rules with those of FINRA so as to promote
uniform standards across the securities industry.\4\
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\4\ See Securities Exchange Act Release No. 104830 (February 12,
2026), 91 FR 7570 (February 18, 2026) (SR-FINRA-2025-003) (Order
Approving a Proposed Rule Change, as Modified by Amendment No. 1, To
Amend FINRA Rule 3220 (Influencing or Rewarding Employees of
Others)) (``FINRA Rule Change'').
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The Exchange proposes to harmonize NYSE Rule 3220 (Influencing or
Rewarding Employees of Others) with certain changes by FINRA to FINRA
Rule 3220 to increase the gift limit from $100 to $300. Additionally,
unlike FINRA Rule 3220, current NYSE Rule 3220 does not include
provisions covering: supervision and recordkeeping; gifts incidental to
business entertainment; valuation of gifts; aggregation of gifts;
personal gifts; bereavement gifts; de minimis gifts and promotional or
commemorative items; donations due to federally declared major
disasters; or gifts to a member or member organization's associated
persons or individual retail customers. To further harmonize its rules
with FINRA, the Exchange proposes to adopt these provisions in proposed
Supplementary Material .01 through .09 to NYSE Rule 3220 that is
substantially similar to Supplementary Material .01 through .09 to
FINRA Rule 3220 adopted in the FINRA Rule Change.
Pursuant to Rule 17d-2 under the Act,\5\ the Exchange and FINRA
have entered into an agreement to allocate regulatory responsibility
for common rules (the ``17d-2 Agreement''). The 17d-2 Agreement covers
common members \6\ of the Exchange and FINRA and allocates to FINRA
regulatory responsibility, with respect to common members, for the
following: (i) examination of common members of the Exchange and FINRA
for compliance with certain federal securities laws, rules and
regulations and rules of the Exchange that the Exchange has certified
as identical or substantially similar to FINRA rules; (ii)
investigation of common members of the Exchange and FINRA for
violations of certain federal securities laws, rules or regulations, or
Exchange rules that the Exchange has certified as identical or
substantially similar to a FINRA rule; and (iii) enforcement of
compliance by common members with certain federal securities laws,
rules and regulations, and the rules of the Exchange that the Exchange
has certified as identical or substantially similar to FINRA rules.\7\
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\5\ 17 CFR 240.17d-2.
\6\ The 17d-2 Agreement defines ``common members'' to mean
broker-dealers that maintain memberships in more than one self-
regulatory organization. See infra note 6.
\7\ See Securities Exchange Act Release No. 56148 (July 26,
2007), 72 FR 42146 (August 1, 2007) (approving File No. 4-544). The
17d-2 Agreement includes a certification by NYSE that states that
the requirements contained in certain Exchange rules are identical
to, or substantially similar to, certain FINRA rules that have been
identified as comparable.
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NYSE Rule 3220 is based on FINRA Rule 3220.\8\ NYSE Rule 3220(a)
states that no member, member organization, or person associated with a
member organization, shall, directly or indirectly, give or permit to
be given anything of value, including gratuities, in excess of one
hundred dollars per individual per year to any person, principal,
proprietor, employee, agent to representative of another person where
such payment or gratuity is in relation to the business of the employer
of the recipient of the payment or gratuity. NYSE Rule 3220(b) provides
for certain exceptions from the requirements enumerated in Rule
3220(a). Finally, NYSE Rule 3220(c) requires a member or member
organization to maintain a record of payments or gratuities of any
amount for a specified period of time.
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\8\ See Securities Exchange Act Release No. 59965 (May 21,
2009), 74 FR 25783 (May 29, 2009) (SR-NYSE-2009-25).
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The Exchange believes that harmonizing NYSE Rule 3220 with FINRA
Rule 3220 will help to avoid confusion among Exchange members and
member organizations that are also members of FINRA. The proposed
changes to NYSE Rule 3220 are also designed to enable the Exchange to
incorporate the entirety of NYSE Rule 3220 in the 17d-2 Agreement,
further reducing duplicative regulation of members and member
organizations that are also members of FINRA. For the avoidance of
doubt, NYSE Rule 3220 would equally apply to Exchange-only members and
member organizations as the Exchange believes it appropriately protects
against improprieties, such as conflicts of interest, that might arise
when a member or member organization or person associated with a member
organization gives items of value to an employee of another person,
such as an institutional customer, vendor or counterparty with the hope
of strengthening the relationship with the customer.
As amended, like FINRA Rule 3220(a), paragraph (a) of NYSE Rule
3220 would prohibit gifts in excess of $300 per individual per year
where the gift or gratuity is in relation to the business of the
employer of the recipient.
Additionally, the Exchange proposes to adopt Supplementary Material
.01 through .09 to NYSE Rule 3220 to codify the provisions within FINRA
Supplementary Materials 3220.01 through 3220.09. More specifically,
proposed Supplementary Material .01 through .09 to NYSE Rule 3220, like
FINRA Supplementary Materials 3220.01 through 3220.09, would codify the
FINRA Supplementary Materials to Rule 3220 related to gifts incidental
to business entertainment, valuation of gifts, aggregation of gifts,
personal gifts, bereavement gifts, de minimis gifts and promotional or
commemorative items, donations due to federally declared major
disasters, supervision and recordkeeping, and gifts to a Member's or
Member Organization's associated persons or individual retail
customers.
Proposed Supplementary Material .01 (Gifts Incidental to Business
Entertainment) would state that a gift given during the course of a
business entertainment event is subject to Rule 3220 unless it is
consistent with the
[[Page 66750]]
requirements of proposed Supplementary Material .04 (Personal Gifts) or
.06 (De Minimis Gifts and Promotional or Commemorative Items) which is
substantially similar to FINRA Rule 3220 Supplementary Material .04 and
.06. For the purpose of the $300 limit, the cost of the business
entertainment event itself would not be included in the value of the
gift.
Proposed Supplementary Material .02 (Valuation of Gifts) would
require members and member organizations to value gifts (other than
tickets for sporting or other events) at cost, exclusive of tax and
delivery charges, and would require members and member organizations to
value tickets for sporting or other events at the higher of cost or
face value. If gifts are given to multiple recipients, members and
member organizations must record the names of each recipient and
calculate and record the value of the gift on a pro-rata, per-recipient
basis, for purposes of ensuring compliance with the $300 limit in Rule
3220(a). FINRA Rule 3220 at Supplementary Material .02 requires Members
to value gifts (other than tickets for sporting or other events) at
cost rather than at the higher of cost or market value reduces
complexity and subjectivity because market value can be difficult and
burdensome to determine, while distinguishing tickets for sporting or
other events accounts for the fact that such tickets are commonly
purchased on secondary markets at costs that differ from face value.
Proposed Supplementary Material .03 (Aggregation of Gifts) would
require members and member organizations to aggregate all gifts given
by the member, member organization and each person associated with a
member organization to a particular recipient over the course of the
year for purposes of ensuring compliance with the $300 limit in Rule
3220(a), and would require each member and member organization to state
in its procedures whether it is aggregating all gifts given by the
member, member organization and each person associated with a member
organization on a calendar year, fiscal year, or on a rolling basis
beginning with the first gift to any particular recipient. The
aggregation requirement would not apply to personal gifts under
proposed Supplementary Material .04 or to gifts of de minimis value or
promotional or commemorative items under proposed Supplementary
Material .06 as they are already not subject to the gift limit. This
proposed provision, which is substantially similar to FINRA Rule
3220(a), would help ensure that persons who give multiple gifts in a
year to the same recipient do not circumvent the gift limit.
Proposed Supplementary Material .04 (Personal Gifts) would state
that gifts that are given for infrequent life events (e.g., a wedding
gift or a congratulatory gift for the birth of a child) are not subject
to the restrictions in Rule 3220(a) or the recordkeeping requirements
in Rule 3220(c), provided the gifts are customary and reasonable,
personal in nature, and not in relation to the business of the employer
of the recipient. In determining whether a gift is ``personal in nature
and not in relation to the business of the employer of the recipient,''
members or member organization should consider a number of factors,
including the nature of any pre-existing personal or family
relationship between the person giving the gift and the recipient and
whether the associated person paid for the gift. When the member or
member organization bears the cost of the gift, either directly or by
reimbursing an associated person, the Exchange will presume that such
gift is not personal in nature and instead is in relation to the
business of the employer of the recipient. This provision is
substantially similar to FINRA Rule 3220 at Supplementary Material .04.
Proposed Supplementary Material .05 (Bereavement Gifts) separates
bereavement gifts from personal gifts. Proposed Supplementary Material
.05 would state that bereavement gifts that are customary and
reasonable are not considered to be in relation to the business of the
employer of the recipient and, therefore, are not subject to the
restrictions in Rule 3220(a) or the recordkeeping requirements in Rule
3220(c). This provision is substantially similar to FINRA Rule 3220 at
Supplementary Material .05.
Proposed Supplementary Material .06 (De Minimis Gifts and
Promotional or Commemorative Items), at paragraph (a), would state that
gifts of a de minimis value (e.g., pens, notepads, or modest desk
ornaments) or promotional items of nominal value that display the
member's or member organization's logo (e.g., umbrellas, tote bags, or
shirts) are not subject to the restrictions in Rule 3220(a) or the
recordkeeping requirements in Rule 3220(c), provided that the value of
the gift or promotional item is substantially below the $300 limit.
Proposed Supplementary Material .06(b) would state that customary and
reasonable solely decorative items commemorating a business transaction
are not subject to the restrictions in Rule 3220(a) or the
recordkeeping requirements in Rule 3220(c). These provisions are
substantially similar to FINRA Rule 3220 at Supplementary Material .06.
Proposed Supplementary Material .07 (Donations Due to Federally
Declared Major Disasters) would state that donations by a member,
member organization, or person associated with a member organization to
any person, principal, proprietor, employee, agent or representative of
another person to provide assistance to the individual for losses
sustained in a natural event that the President has declared to be a
major disaster, such as a wildfire, hurricane, tornado, earthquake, or
flood, are not considered ``in relation to the business of the employer
of the recipient'' for purposes of Rule 3220(a) and are not subject to
the restrictions in Rule 3220(a) or the recordkeeping requirements of
Rule 3220(c). This provision is substantially similar to FINRA Rule
3220 at Supplementary Material .07 which recognizes that the nature of
such disasters is unpredictable and catastrophic.
Proposed Supplementary Material .08 (Supervision and Recordkeeping)
would state that Rule 3110 requires member organizations to have a
supervisory system reasonably designed to achieve compliance with
applicable securities laws and regulations and Exchange rules,
including Rule 3220. To meet these standards, member organizations
would be required to have systems and procedures reasonably designed to
ensure that payments and gratuities in relation to the business of the
employer of the recipient given by the member organization or persons
associated with a member organization to employees of another person
are (a) reported to the member organization; (b) reviewed for
compliance with Rule 3220; and (c) maintained in the member
organization's records. Such procedures must be reasonably designed to
ensure that an associated person who is giving a payment or gratuity is
not responsible for determining whether such payment or gratuity is in
relation to the business of the recipient's employer. Member
organizations are not required to maintain records of gifts that are
consistent with the requirements of proposed Supplementary Material .04
through .07 of Rule 3220. Requiring a person other than the associated
person giving the gift to assess the nature of the gift is intended to
encourage objectivity in making such determinations, consistent with
existing FINRA guidance.
Proposed Supplementary Material .09 (Gifts to a Member
Organization's Associated Persons or Individual Retail Customers) would
state that Rule 3220 does not apply to gifts from a member
[[Page 66751]]
organization to its own associated persons, or to gifts from a member
organization or person associated with a member organization to
individual retail customers. The Exchange believes that proposed
Supplementary Material .09 would clarify, and improve awareness and
understanding of, the scope of Rule 3220, consistent with FINRA Rule
3220 at Supplementary Material .09.
The Exchange notes that, although the FINRA Rule Change provides
authority for FINRA to grant exemptive relief to FINRA Rule 3220, the
Exchange's proposed rule change would not harmonize or align with FINRA
through the inclusion of a corresponding provision.\9\ The Exchange
notes that, historically, it has not always aligned with FINRA with
respect to providing exemptive relief to member organizations and in
fact, has provided exemptive relief in very limited circumstances to
member organizations, as illustrated in NYSE Rule 9610.
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\9\ The FINRA Rule Change included a new section within Rule
3220, which authorizes FINRA staff, pursuant to the FINRA Rule 9600
series, to conditionally or unconditionally grant an exemption from
any provision of Rule 3220 for good cause shown, taking into account
all relevant factors and provided that such exemption is consistent
with the purposes of FINRA Rule 3220, the protection of investors,
and the public interest. See FINRA Rule 3220(d).
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The Exchange believes the proposed rule change would promote
efficiency without reducing protection for investors and the public
interest. The proposed changes to NYSE Rule 3220 to conform to the
rules of FINRA improve transparency, awareness, and understanding of
NYSE Rule 3220's requirements. The Exchange believes these proposed
changes would also help facilitate compliance with NYSE Rule 3220 and
would provide regulatory certainty to members and member organizations.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Act,\10\ in general, and furthers the objectives of Section
6(b)(5),\11\ in particular, because 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 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.
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\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed rule change will further
these requirements by providing greater harmonization between Exchange
and FINRA rules of similar purpose, resulting in greater uniformity and
less burdensome and more efficient regulatory compliance. As such, the
proposed rule change would foster cooperation and coordination with
persons engaged in facilitating transactions in securities and would
remove impediments to and perfect the mechanism of a free and open
market and a national market system in accordance with Section 6(b)(5)
of the Act.\12\
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\12\ Id.
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As noted above, the proposed rule change to amend current NYSE Rule
3220 is designed to conform the Exchange's Rule to the comparable FINRA
rule. The Exchange also notes the changes proposed herein align NYSE
Rule 3220 with a recent filing submitted by FINRA and approved by the
Commission.\13\
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\13\ See supra note 4.
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As described above, the Exchange believes the proposed change to
amend current Exchange Rule 3220 to conform to FINRA Rule 3220 is
consistent with the Act because it is intended to harmonize the
Exchange Rule with the comparable FINRA rule and will promote uniform
standards across the securities industry. The Exchange also believes
the proposed change to adopt Supplementary Material .01 through .09 to
Exchange Rule 3220 is consistent with the Act because it is a
conforming change to adopt the provisions within FINRA Supplementary
Materials 3220.01 through 3220.09. The Exchange further believes that
these changes will help to reduce and avoid potential confusion among
members, member organizations, and persons associated with member
organizations of the Exchange that are also members of FINRA by
harmonizing Exchange Rule 3220 with FINRA Rule 3220. The proposed rule
change is designed to enable the Exchange to incorporate Exchange Rule
3220 into the 17d-2 Agreement, further reducing duplicative regulation
of members, member organizations, and persons associated with member
organizations that are also members of FINRA. For the avoidance of
doubt, Exchange Rule 3220 would equally apply to Exchange-only members
and member organizations as the Exchange believes it appropriately
protects against improprieties that might arise when substantial gifts
or monetary payments are given to certain persons.
The Exchange believes the proposed rule change would promote
efficiency without reducing protection for investors and the public
interest. The proposed changes to Exchange Rule 3220 to conform to the
rules of FINRA improve transparency, awareness, and understanding of
the Exchange Rule's requirements. The Exchange believes these proposed
changes would also help facilitate compliance with NYSE Rule 3220.
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 Act. The proposed rule change is
not designed to address any competitive issues but rather to provide
greater harmonization among Exchange and FINRA rules of similar
purpose, resulting in less burdensome and more efficient regulatory
compliance for common members and facilitating FINRA's performance of
its regulatory functions under the 17d-2 Agreement. As such, 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.
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
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \14\ and Rule 19b-4(f)(6) thereunder.\15\
Because the 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 prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
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\14\ 15 U.S.C. 78s(b)(3)(A)(iii).
\15\ 17 CFR 240.19b-4(f)(6).
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[[Page 66752]]
A proposed rule change filed under Rule 19b-4(f)(6) \16\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\17\ the Commission
may designate a shorter time if such action is consistent with the
protection of investors and the public interest.
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\16\ 17 CFR 240.19b-4(f)(6).
\17\ 17 CFR 240.19b-4(f)(6)(iii).
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At any time within 60 days of the filing of such 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 under
Section 19(b)(2)(B) \18\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\18\ 15 U.S.C. 78s(b)(2)(B).
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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#a3d1d6cfc68ec0cccecec6cdd7d0e3d0c6c08dc4ccd5"><span class="__cf_email__" data-cfemail="5c2e293039713f3331313932282f1c2f393f723b332a">[email protected]</span></a>. Please include
file number SR-NYSE-2026-51 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-2026-51. 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-NYSE-2026-51 and should be submitted on
or before November 12, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2026-21571 Filed 10-21-26; 8:45 am]
BILLING CODE 8011-01-P
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