Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt Corporate Listing Fees on the Exchange

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<title>Federal Register, Volume 91 Issue 204 (Friday, October 23, 2026)</title>
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[Federal Register Volume 91, Number 204 (Friday, October 23, 2026)]
[Notices]
[Pages 66876-66879]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-21651]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106704; File No. SR-TXSE-2026-040]


Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice 
of Filing and Immediate Effectiveness of a Proposed Rule Change To 
Adopt Corporate Listing Fees on the Exchange

October 20, 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 7, 2026, Texas Stock Exchange LLC (the ``Exchange'' or 
``TXSE'') filed with the Securities and Exchange Commission 
(``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 annual fees applicable to 
corporate listings 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 G to its Fee Schedule to 
establish an initial corporate listing fee framework for securities 
listed pursuant to Chapter 16 of the TXSE Rules.\3\ The proposed 
section would establish an Entry Fee, an Initial Application Fee, and 
All-Inclusive Annual Listing Fees, including a separate annual fee for 
Companies with Dually-Listed Securities. The proposal also specifies 
the timing of assessments, transfer exemptions, fee-credit mechanics, 
proration, and limited circumstances in which fees may be deferred or 
waived.
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    \3\ The proposed amount is comparable to the initial listing fee 
currently charged by other national securities exchanges for a 
primary equity listing, including the $325,000 entry fee adopted by 
Nasdaq for specified Global and Global Select Market listings and 
the $325,000 initial listing fee adopted by NYSE. See Securities 
Exchange Act Release No. 104355 (Dec. 10, 2025), File No. SR-NASDAQ-
2025-099, and Securities Exchange Act Release No. 101966 (Dec. 17, 
2024), File No. SR-NYSE-2024-78 (each adopting a $325,000 initial or 
entry fee for specified primary equity listings).
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Entry Fee
    A Company would pay a one-time Entry Fee of $325,000 the first time 
it lists any class of securities on the Exchange. The fee would be 
assessed on the date of listing.\4\ A Company whose business plan is to 
complete one or more acquisitions (an ``Acquisition Company'' or 
``SPAC'') would instead pay a flat $80,000 Entry Fee. That fee would 
cover the SPAC's primary equity securities and any units, warrants, or 
rights issued in connection with the listing. The lower SPAC Entry Fee 
recognizes that a SPAC generally lists a package of related securities 
at the same time and has not yet completed a Business Combination.
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    \4\ The proposed amount is comparable to the initial listing fee 
currently charged by other national securities exchanges for a 
primary equity listing, including the $325,000 entry fee adopted by 
Nasdaq for specified Global and Global Select Market listings and 
the $325,000 initial listing fee adopted by NYSE. See Securities 
Exchange Act Release No. 104355 (Dec. 10, 2025), File No. SR-NASDAQ-
2025-099, and Securities Exchange Act Release No. 101966 (Dec. 17, 
2024), File No. SR-NYSE-2024-78 (each adopting a $325,000 initial or 
entry fee for specified primary equity listings). [sic]
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    A Company transferring the listing of any class of equity 
securities from another national securities exchange would not pay an 
Entry Fee. The transfer exemption is designed to reduce duplicative 
costs for an issuer that has already completed an exchange listing 
process and to support competition among listing markets.
    The Exchange Board or its designee may, in its discretion, defer or 
waive all or any portion of an Entry Fee. Any exercise of that 
authority would be administered in a manner consistent with the 
Exchange Act, including the requirements that exchange fees be 
equitably allocated and not unfairly discriminatory.
Initial Application Fee
    A Company, including a SPAC, would pay a non-refundable Initial 
Application Fee of $25,000 in connection with its first application to 
list an equity security on the Exchange. The Exchange would not grant 
eligibility clearance until it receives the Initial Application Fee. If 
the Company lists, the Initial Application Fee would be credited in 
full toward the applicable Entry Fee, so the fee would not increase the 
total Entry Fee paid by a successful first-time applicant.
    A Company transferring the listing of any class of equity 
securities from another national securities exchange would be exempt 
from the Initial Application Fee. In addition, a Company that pays the 
Initial Application Fee but does not immediately list would not pay a 
second Initial Application Fee upon a later listing if it continues to 
have a registration statement regarding the security on file with the 
Commission or, after withdrawing the registration statement, refiles it 
within 24 months. These provisions avoid duplicative charges where the 
Exchange can continue to rely on the application work associated with 
the earlier submission.
All-Inclusive Annual Listing Fees
    A Company would pay All-Inclusive Annual Fees for the continued 
listing of its securities. In the first year of listing, the Exchange 
would assess a prorated fee covering the period from the listing date 
through the end of the calendar year. For each later year, the Exchange 
would invoice the applicable annual fee at the beginning of the year.
    A Company transferring its primary class of shares or units from 
another national securities exchange would not pay the All-Inclusive 
Annual Fee for that primary class for the transfer year. The exemption 
recognizes that a transferring Company may already have paid an annual 
listing fee to its prior exchange. Except as expressly provided in the 
Fee Schedule, an annual fee that is due and payable would not be waived 
or refunded if a class is later delisted or otherwise removed. The 
Exchange Board or its designee may defer or waive all or any portion of 
an All-Inclusive

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Annual Fee, subject to the Exchange Act requirements described above.
Primary Listed Securities
    For primary listed securities, the All-Inclusive Annual Fee for 
each class would equal the greater of the applicable minimum fee or the 
number of shares outstanding as of December 31 of the preceding year 
multiplied by $0.001250 per share, subject to a $250,000 maximum. The 
applicable minimum would be $70,000 for common shares and for a primary 
class of preferred stock where no common shares are listed, and $15,000 
for each other class of preferred stock and each class of warrants, 
units, or rights. Additional common-share and preferred-stock issuances 
during the year of issuance would not generate an additional fee.
    The per-share design, minimum fees, and maximum fee are intended to 
allocate annual fees in relation to the scale of the listed class while 
providing Companies with a predictable floor and ceiling. This 
structure is similar to the per-share annual fee schedules used by 
other national securities exchanges.\5\
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    \5\ See Securities Exchange Act Release No. 101966 (Dec. 17, 
2024), File No. SR-NYSE-2024-78 (describing NYSE's per-share annual 
listing fee architecture, minimum annual fees, and $325,000 initial 
listing fee operative Jan. 1, 2025).
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    As an example, a Company with 40 million common shares outstanding 
would pay the $70,000 minimum because 40 million multiplied by 
$0.001250 equals $50,000. A Company with 100 million common shares 
outstanding would pay $125,000. A Company with 300 million common 
shares outstanding would pay the $250,000 maximum because the 
calculated amount would otherwise equal $375,000.
    The proposed Fee Schedule includes rules addressing multiple common 
classes, foreign private issuers, and transaction-related listings. The 
Exchange would aggregate all listed classes of common shares or 
equivalent common equity securities when calculating the annual fee. 
For a foreign private issuer, the calculation would include only equity 
securities issued and outstanding in the United States if the Company 
timely provides the required information. Additional common share 
issuances will not be charged an additional per share fee during the 
year of issuance.\6\ A newly listed Company resulting from a 
transaction involving an existing TXSE-listed Company would not pay 
annual fees for the calendar year in which it lists.
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    \6\ In the case of a transaction involving a Company listed on 
the Exchange where, at the conclusion of the transaction, a 
previously unlisted Company immediately lists on the Exchange, 
Annual Fees will not be charged to the newly listed Company for the 
calendar year in which it lists.
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Dually-Listed Securities
    A Company with one or more Dually-Listed Securities listed on the 
Exchange would pay a Company-wide All-Inclusive Annual Fee of $600,000. 
``Dually-Listed Securities'' refers to securities listed on TXSE and 
another national securities exchange under TXSE Rule 16.205 and 
Supplementary Material .01 thereto.\7\
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    \7\ See TXSE Rule 16.205 and Supplementary Material .01 thereto.
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    The Exchange would assess the fee on the first day of the calendar 
month following the date on which the dual listing becomes effective 
and prorate it for the remaining calendar months in that year. At the 
beginning of each later calendar year, the Exchange would invoice the 
full annual fee. If the Company ceases to maintain its dual listing on 
the Exchange, fees already paid for the remainder of the applicable 
period would not be refunded.
    For example, if a dual listing becomes effective on April 15, the 
fee would be assessed on May 1 for the eight remaining calendar months 
in that year, resulting in a prorated fee of $400,000. A Company with 
more than one Dually-Listed Security would remain subject to the same 
Company-wide fee rather than a separate $600,000 fee for each security.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\8\ in general, and furthers the 
objectives of Sections 6(b)(4) and 6(b)(5) of the Act,\9\ in 
particular, because it provides for the equitable allocation of 
reasonable dues, fees, and other charges among issuers and other 
persons using the Exchange's facilities and is not designed to permit 
unfair discrimination among issuers.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(4) and (5).
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    TXSE notes that the Exchange operates in a highly competitive 
marketplace for the listing of companies.\10\ The Commission has 
repeatedly expressed its preference for competition over regulatory 
intervention in determining prices, products, and services in the 
securities markets. The Exchange believes that the ever-shifting market 
share among exchanges with respect to new listings and the transfer of 
existing listings between competitor exchanges demonstrates that 
issuers can choose different listing markets in response to fee 
changes. Moreover, new competitors, such as the Exchange, can enter the 
space, as well as existing exchanges currently without listing 
programs. Accordingly, competitive forces constrain the Exchange's 
listing fees and changes to the listing fees can have a direct effect 
on the ability of TXSE to compete for new listings and retain existing 
listings.
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    \10\ The Justice Department has noted the intense competitive 
environment for exchange listings. See ``NASDAQ OMX Group Inc. and 
Intercontinental Exchange Inc. Abandon Their Proposed Acquisition Of 
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16, 
2011), available at <a href="http://www.justice.gov/atr/public/press_releases/2011/271214.htm">http://www.justice.gov/atr/public/press_releases/2011/271214.htm</a>.
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    The Exchange believes that the proposed fees are reasonable because 
they are designed to support the costs and value associated with 
reviewing applications, onboarding new listings, conducting ongoing 
regulatory oversight, administering corporate actions and issuer 
submissions, maintaining systems that support listed securities, and 
providing issuer services. The Exchange also considered fees charged by 
competing listing markets. In particular, the proposed $325,000 Entry 
Fee is the same as the current initial listing fee for specified 
primary equity listings on both Nasdaq and NYSE, and the proposed 
primary-listing annual fee uses a per-share structure, minimums, and a 
maximum that are familiar in the market for exchange listing services.
    The Exchange believes that the $25,000 Initial Application Fee is 
reasonable because it applies only to a Company's first application, is 
credited in full toward the Entry Fee if the Company lists, and 
compensates the Exchange for application review where the applicant 
does not proceed immediately to listing. The proposed fee also limits 
duplicative charges where the application remains active or is renewed 
within the specified period.
    The Exchange believes that the primary-listing annual fees are 
reasonable because the minimum and per-share components scale the fee 
to the listed class, while the maximum provides predictability for 
issuers with a large number of shares outstanding. Free treatment for 
additional issuances during the year avoids repeated charges for 
changes in shares outstanding before the next annual measurement date.
    The Exchange also notes that the proposed fee for Dually-Listed 
Securities is subject to significant competitive constraints. A Company 
is not required to obtain a dual listing on the Exchange (or any 
exchange) and may decline to do so without affecting its existing 
primary listing or the ability of its securities to trade on other

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national securities exchanges pursuant to unlisted trading privileges. 
Companies may therefore evaluate whether the benefits of an additional 
listing relationship with the Exchange justify the proposed fee.
    The Exchange also believes that the proposal equitably allocates 
fees because each fee applies on objective terms to all Companies in 
the same category. The Entry Fee differentiates between an operating 
Company and a SPAC based on the nature and scope of the initial 
listing. The transfer exemptions apply to all eligible transfers from 
another national securities exchange. The Initial Application Fee 
applies only to a first application and is credited against the Entry 
Fee. The primary annual fee is determined using the same minimum, per-
share rate, and maximum for each security category specified in the 
schedule.
    The proposed annual-fee differences among common stock, preferred 
stock, warrants, units, and rights are not unfairly discriminatory 
because the categories reflect the role of the security in the 
Company's listing relationship and the scope of the Exchange's ongoing 
services. The lower minimum for additional preferred classes and for 
warrants, units, and rights recognizes that those securities generally 
accompany or supplement a primary equity listing, while the common-
share and primary preferred-share minimum applies to the principal 
class supporting the listing relationship.
    The proposal is not unfairly discriminatory with respect to 
Companies with Dually-Listed Securities because each such Company would 
pay the same Company-wide fee under the same proration and no-refund 
rules. The Company-wide approach also avoids charging a larger fee 
solely because the Company has more than one Dually-Listed Security on 
TXSE.
    The Exchange believes that the $600,000 annual fee for a Company 
with Dually-Listed Securities is reasonable in light of the economic 
relationship with dually-listed companies, specifically the Exchange's 
ongoing regulatory oversight responsibilities with respect to the 
Company and its listed securities and the fact that the Exchange does 
not receive the economic benefit associated with a primary listing. 
Exchanges that have a primary listing draw the vast majority of auction 
volume in a security, volume which is particularly profitable for an 
exchange. Further, primary listing venues also generally attract an 
outsize portion of intraday trading volume in their primary listings. 
While this additional economic value to a primary listing exchange 
varies by company, the Exchange believes that the proposed across the 
board $600,000 annual dual-listing fee is reasonable given the reduced 
economic opportunity that comes with a dual-listing while requiring 
generally similar regulatory costs. The flat Company-wide structure 
also allows a Company to maintain more than one Dually-Listed Security 
without multiplying the fee by the number of securities. As noted 
above, the proposed fee for Dually-Listed Securities is subject to 
significant competitive constraints. A Company is not required to 
obtain a dual listing on the Exchange (or any exchange) and may decline 
to do so without affecting its existing primary listing or the ability 
of its securities to trade on other national securities exchanges 
pursuant to unlisted trading privileges. Companies may therefore 
evaluate whether the benefits of an additional listing relationship 
with the Exchange justify the proposed fee.
    The limited waiver authority is consistent with the Act because any 
waiver or deferral must be administered on an equitable and not 
unfairly discriminatory basis. The Exchange would retain records 
explaining the basis for any waiver or deferral and would apply 
substantially similar treatment to similarly situated Companies.

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.\11\
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    \11\ 15 U.S.C. 78f(b)(8).
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    The market for corporate listing services is competitive. Companies 
may choose among national securities exchanges based on listing 
standards, market quality, services, fees, and other factors, and may 
transfer listings subject to applicable requirements. The proposed fee 
framework is designed to permit the Exchange to compete for new, 
transfer, and dual listings while supporting the costs of operating its 
corporate listing program.
    The Exchange does not believe that the proposal will impose an 
inappropriate burden on intermarket competition because the fees apply 
only to Companies that voluntarily choose to list on TXSE. Competing 
exchanges may respond through their own fees, services, or listing 
programs. The transfer exemptions reduce the cost of moving a listing 
to TXSE and therefore may promote competition among listing markets.
    The Exchange also does not believe that the proposal will impose an 
inappropriate burden on intramarket competition. The same fee 
calculation would apply to all similarly situated Companies, and the 
distinctions among operating Companies, SPACs, transfer listings, 
primary listed securities, and Dually-Listed Securities are based on 
objective characteristics of the listing and the associated Exchange 
relationship.

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 \12\ and Rule 19b-4(f)(2) \13\ 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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    \12\ 15 U.S.C. 78s(b)(3)(A).
    \13\ 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="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#4f3d3a232a622c2022222a213b3c0f3c2a2c61282039"><span class="__cf_email__" data-cfemail="453730292068262a2828202b3136053620266b222a33">[email&#160;protected]</span></a>. Please include 
File No. SR-TXSE-2026-040 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.


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All submissions should refer to File No. SR-TXSE-2026-040. 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-2026-040 and should be submitted on 
or before November 13, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-21651 Filed 10-22-26; 8:45 am]
BILLING CODE 8011-01-P


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