Self-Regulatory Organizations; NYSE Texas, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Offer Complimentary Products and Services

Issuing agencies

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<title>Federal Register, Volume 91 Issue 207 (Wednesday, October 28, 2026)</title>
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[Federal Register Volume 91, Number 207 (Wednesday, October 28, 2026)]
[Notices]
[Pages 67888-67890]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-21925]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106725; File No. SR-NYSETEX-2026-30]


Self-Regulatory Organizations; NYSE Texas, Inc.; Notice of Filing 
of Amendment No. 1 and Order Granting Accelerated Approval of a 
Proposed Rule Change, as Modified by Amendment No. 1, To Offer 
Complimentary Products and Services

October 23, 2026.

I. Introduction

    On August 13, 2026, NYSE Texas, Inc. (``NYSE Texas'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission''), pursuant to Section 19(b)(1) \1\ of the Securities 
Exchange Act of 1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ a 
proposed rule change to adopt new Rule 24 under Article 22 of the NYSE 
Texas Rule Book to offer certain issuers complimentary products and 
services from the Exchange. The proposed rule change was published for 
comment in the Federal Register on September 1, 2026.\4\ On October 5, 
2026, the Exchange filed Amendment No. 1 to the proposed rule change, 
which replaced and superseded the original filing in its entirety.\5\ 
The Commission has received no comment letters on the proposal. The 
Commission is publishing this notice and order to solicit comments on 
Amendment No. 1 from interested persons and to approve the proposed 
rule change, as modified by Amendment No. 1, on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ See Securities Exchange Act Release No. 106204 (Aug. 27, 
2026), 91 FR 56247 (``Notice'').
    \5\ In Amendment No. 1 to the proposed rule change, the 
Exchange: (i) clarified that the visibility and investment 
engagement products and services will be offered on a one-time 
basis; (ii) provided additional description and support for certain 
aspects of the proposal; and (ii) made minor technical changes to 
improve the clarity and readability of the proposed rule change. 
Amendment No. 1 is available on the Commission's website at: <a href="https://www.sec.gov/rules-regulations/public-comments/sr-nysetex-2026-30">https://www.sec.gov/rules-regulations/public-comments/sr-nysetex-2026-30</a> 
(``Amendment No. 1'').
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II. Description of Proposed Rule Change, as Modified by Amendment No. 1

    The Exchange is proposing to adopt Rule 24 under Article 22 of the 
NYSE Texas Rule Book to offer complimentary services to certain issuers 
listed on the Exchange. First, the Exchange proposes to codify in new 
Rule 24 that all issuers listed on the Exchange are entitled to certain 
services, including use of the Exchange's headquarters in Dallas, 
Texas, on a complimentary basis as described on the Exchange's 
website.\6\ The Exchange states that it offers these complimentary 
services to all issuers without regard to size or any other factor.\7\
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    \6\ See id. at 4.
    \7\ See id.
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    Second, the Exchange proposes to define as an ``Eligible Dual 
Listing'' any U.S. or any non-U.S. company (i) whose primary class of 
equity securities is listed on another national securities exchange and 
is listing such class of securities on the Exchange as a dual listing 
pursuant to Rule 18 of the NYSE Texas Rule Book; and (ii) that has 160 
million or more total shares of common stock issued and outstanding in 
all share classes, including and in addition to treasury shares (a non-
U.S. company must have 160 million or more shares of an equity security 
issued and outstanding in the U.S).\8\ The Exchange will offer an 
Eligible Dual Listing a one-time package of visibility and investor 
engagement products and services with a commercial value of 
approximately $50,000.\9\ The Exchange states that the package of 
visibility and investor engagement products and services would entitle 
an Eligible Dual Listing to hold an investor meeting at the Exchange's 
headquarters in Dallas, Texas and a marketing activation to publicize 
the issuer's dual listing on the Exchange or other corporate 
developments.\10\
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    \8\ See id.
    \9\ See id.
    \10\ See id. The Exchange states that Eligible Dual Listings may 
elect to receive some or all of the products and services for which 
they are eligible but are under no obligation to accept any such 
product or service, and a determination not to accept such services 
will have no effect on an issuer's continued listing on the 
Exchange. See id. at 4, 5.
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III. Discussion and Commission Findings

    After careful review, the Commission finds the proposed rule 
change, as modified by Amendment No. 1, is consistent with the 
requirements of Section 6 of the Act.\11\ Specifically, the

[[Page 67889]]

Commission finds that the proposed rule change, as modified by 
Amendment No. 1, is consistent with Sections 6(b)(4) and 6(b)(5) of the 
Act,\12\ in particular, in that the proposed rule is designed to 
provide for the equitable allocation of reasonable dues, fees, and 
other charges among Exchange members, issuers, and other persons using 
the Exchange's facilities, and is not designed to permit unfair 
discrimination between customers, issuers, brokers, or dealers. 
Moreover, the Commission finds that the proposed rule change, as 
modified by Amendment No. 1, is consistent with Section 6(b)(8) of the 
Act \13\ in that it does not impose any burden on competition not 
necessary or appropriate in furtherance of the purposes of the Act.
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    \11\ 15 U.S.C. 78f. In approving this proposed rule change, the 
Commission has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \12\ 15 U.S.C. 78f(b)(4) and (b)(5).
    \13\ 15 U.S.C. 78f(b)(8).
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    The proposal to codify the Exchange's current offering of certain 
complimentary services to all issuers and to offer a one-time package 
of visibility and investor engagement products and services on a 
complimentary basis to certain issuers, as described above,\14\ is 
appropriate and consistent with the Act. Describing in the Exchange's 
rules the services available to listed companies, their associated 
values, and the length of time for which issuers are entitled to 
receive such services adds greater transparency to the Exchange's rules 
and will help to ensure that individual listed companies are not given 
specially negotiated packages of products or services to list, or 
remain listed, which would raise unfair discrimination issues under the 
Act.\15\ All listed companies will receive the complimentary services, 
including the use of the Exchange's headquarters, described on the 
Exchange's website. Further, the Exchange represents that offering the 
proposed complimentary services will not adversely affect the funding 
available for the Exchange's regulatory responsibilities.\16\ 
Accordingly, the Exchange will continue to be able to allocate 
sufficient resources to, and fully perform, all its regulatory 
obligations.
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    \14\ See supra notes 6-9 and accompanying text.
    \15\ The Commission views complimentary products and services 
provided by exchanges to listed companies as a discount on the 
ultimate listing fees paid by such companies. See, e.g., Securities 
Exchange Act Release Nos. 79366 (Nov. 21, 2016), 81 FR 85663 (Nov. 
28, 2016) (SR-NASDAQ-2016-106) (``Nasdaq 2016 Approval Order''); 
81872 (Oct. 13, 2017), 82 FR 48733 (Oct. 19, 2017) (SR-IEX-2017-20); 
65963 (Dec. 15, 2011), 76 FR 79262 (Dec. 21, 2011) (SR-NASDAQ-2011-
122) (``Nasdaq 2011 Approval Order''); and 65127 (Aug. 12, 2011), 76 
FR 51449 (Aug. 18, 2011) (SR-NYSE-2011-20) (``NYSE 2011 Approval 
Order'').
    \16\ See Amendment No. 1, supra note 5, at 5.
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    Section 6(b)(5) of the Act does not require that all issuers be 
treated the same; rather, the Act requires that the rules of an 
exchange not unfairly discriminate between issuers.\17\ The Commission 
has previously found that offering certain complimentary products and 
services to issuers that meet specified criteria was consistent with 
the Act.\18\ The Exchange states that it proposes to offer a one-time 
package of visibility and investor engagement products and services to 
issuers that have at least 160 million shares outstanding, as opposed 
to issuers with fewer shares outstanding, as they tend to be larger 
companies with a larger and more diversified shareholder base and thus 
have greater demand for visibility and engagement.\19\ Additionally, 
the Exchange states that other exchanges offer complimentary products 
and services to issuers on a tiered basis based on shares 
outstanding.\20\ For these reasons, the Commission finds that the 
complimentary services set forth in the proposed rule change, as 
modified by Amendment No. 1, are equitably allocated among issuers 
consistent with Section 6(b)(4) of the Act and do not unfairly 
discriminate between issuers consistent with Section 6(b)(5) of the 
Act.
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    \17\ 15 U.S.C. 78f(b)(5). See also Securities Exchange Act 
Release No. 98367 (Sept. 12, 2023), 88 FR 64016 (Sept. 18, 2023) 
(SR-NASDAQ-2023-017); Nasdaq 2016 Approval Order at 85665; Nasdaq 
2011 Approval Order at 79266; NYSE 2011 Approval Order at 51452.
    \18\ See Securities Act Release No. 94222 (Feb. 10, 2022), 87 FR 
8886 (Feb. 16, 2022) (SR-NYSE-2021-68); NYSE 2011 Approval Order at 
51452.
    \19\ See Amendment No. 1, supra note 5, at 5.
    \20\ See id. (citing Section 907.00 of the NYSE Listed Company 
Manual, which provides that NYSE will offer ongoing complimentary 
products and services to issuers with at least 160 million shares 
outstanding).
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    The Exchange is responding to competitive pressures in the market 
for listings in making this proposal. The Exchange states that it 
recently reincorporated in the State of Texas and that issuers are 
increasingly interested in developing a presence in Texas.\21\ The 
Exchange also states that offering complimentary services will 
facilitate issuer engagement with investors and entice issuers to 
dually list on the Exchange.\22\ The Commission understands that the 
Exchange faces competition in the market for listing services, and that 
it may compete in part by providing complimentary services to its 
listed companies. Accordingly, the Commission finds that the proposed 
rule change, as modified by Amendment No. 1, reflects the current 
competitive environment for exchange listings among national securities 
exchanges, and is appropriate and consistent with Section 6(b)(8) of 
the Act.\23\
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    \21\ See Amendment No. 1, supra note 5, at 4, 5.
    \22\ See id. at 5. The Exchange states that Nasdaq Texas, LLC 
recently adopted a package of complimentary services offered to 
issuers dually listed on its exchange. See id. (citing Securities 
Exchange Act Release No. 105883 (July 10, 2026), 91 FR 43408 (July 
15, 2026) (SR-NasdaqTX-2026-025)).
    \23\ 15 U.S.C. 78f(b)(8).
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IV. Solicitation of Comments on Amendment No. 1 to the Proposed Rule 
Change

    Interested persons are invited to submit written data, views, and 
arguments concerning whether the proposed rule change, as modified by 
Amendment No. 1, 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#b2c0c7ded79fd1dddfdfd7dcc6c1f2c1d7d19cd5ddc4"><span class="__cf_email__" data-cfemail="cab8bfa6afe7a9a5a7a7afa4beb98ab9afa9e4ada5bc">[email&#160;protected]</span></a>. Please include 
file number SR-NYSETEX-2026-30 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-NYSETEX-2026-30. 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-NYSETEX-2026-30 and should be submitted 
on or before November 18, 2026.

V. Accelerated Approval of the Proposed Rule Change, as Modified by 
Amendment No. 1

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment No. 1, prior to the thirtieth day 
after the date of

[[Page 67890]]

publication of notice of the filing of Amendment No. 1 in the Federal 
Register. Amendment No. 1 sets forth additional support and clarifying 
details regarding the proposal. These changes (1) clarified that the 
visibility and investment engagement products and services will be 
offered on a one-time basis; (2) provided additional description and 
support for certain aspects of the proposal; and (3) made minor 
technical changes to improve the clarity and readability of the 
proposed rule change. Amendment No. 1 does not alter any substantive 
provisions of the remaining parts of the proposed rule change, or raise 
any regulatory issues substantially different from what is set forth in 
the Notice, which was subject to public comment.\24\ Further, the 
changes and additional discussion in Amendment No. 1 assist the 
Commission in evaluating the proposal and determining that it is 
consistent with the Act. Accordingly, the Commission finds good cause, 
pursuant to Section 19(b)(2) of the Act,\25\ to approve the proposed 
rule change, as modified by Amendment No. 1, on an accelerated basis.
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    \24\ See supra note 4 and accompanying text.
    \25\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\26\ that the proposed rule change (SR-NYSETEX-2026-30), as 
modified by Amendment No. 1, be and hereby is, approved on an 
accelerated basis.
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    \26\ Id.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
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    \27\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2026-21925 Filed 10-27-26; 8:45 am]
BILLING CODE 8011-01-P


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