Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend Article I, Sections 1.05 and 1.06 of Its Operating Agreement

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<title>Federal Register, Volume 91 Issue 209 (Friday, October 30, 2026)</title>
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[Federal Register Volume 91, Number 209 (Friday, October 30, 2026)]
[Notices]
[Pages 68560-68563]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-22131]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106742; File No. SR-NYSEAMER-2026-92]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Change To Amend Article 
I, Sections 1.05 and 1.06 of Its Operating Agreement

October 27, 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 14, 2026, NYSE American LLC (``NYSE American'' or the 
``Exchange'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. 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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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to (a) amend Article I, Sections 1.05 and 
1.06 of its operating agreement to reflect the change of the address of 
the registered office; (b) amend Article II, Section 2.02 of its 
operating agreement to change cross references; (c) amend Article II, 
Section 2.03(a) of its operating agreement to reflect the inclusion of 
Limited Underwriting Members as members, and (d) make certain 
clarifying, technical and conforming changes to the operating 
agreement. 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
    The Exchange proposes to amend Article I, Sections 1.05 (Registered 
Office) and 1.06 (Registered Agent) of the Thirteenth Amended and 
Restated Operating Agreement of the Exchange (``Operating Agreement'') 
to reflect the change of the address of the registered office; (b) 
amend Article II, Section 2.02 (Rules; Supervision of Member 
Organizations) of the Operating agreement to change cross references; 
(c) amend Article II, Section 2.03(a) (Board) of the Operating 
Agreement to reflect the inclusion of Limited Underwriting Members as 
members, and (c) make certain clarifying, technical and conforming 
changes to the operating agreement.
Proposed Amendments to Article I, Sections 1.05 and 1.06
    The Exchange proposes to amend the Operating Agreement to make a 
technical change updating the address of the registered office of the 
registered agent in the state of Delaware. The changes are non-
substantive technical administrative changes.
    The Exchange is a limited liability company organized under the 
laws of the state of Delaware. As such, it has and maintains a 
registered office and registered agent in Delaware.\4\
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    \4\ See Del. Code tit. 6, Sec.  18-104(a). See also Exchange Act 
Release No. 82923 (March 22, 2018), 83 FR 13161 (March 27, 2018) 
(SR-NYSEAMER-2018-10) (Notice of Filing and Immediate Effectiveness 
of Proposed Change Amending Certain Governing Documents of the 
Exchange and NYSE Market, Inc. To Make a Technical Change Updating 
the Entities' Registered Offices and Registered Agents and Update 
the Date as Required).
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    Article I, Section 1.05 of the Operating Agreement provides that 
the address of the registered office of the Exchange in the State of 
Delaware is

[[Page 68561]]

c/o United Agent Group Inc., 3411 Silverside Road, Tatnall Building No. 
104, Wilmington, County of New Castle, State of Delaware, 19810. The 
Exchange proposes to amend such provision to provide that the address 
is c/o United Agent Group Inc., 1521 Concord Pike, Suite 201, 
Wilmington, County of New Castle, State of Delaware 19813.
    Article I, Section 1.06 of the Operating Agreement provides that 
the address of the registered agent of the Exchange for service of 
process on the Exchange in the State of Delaware is Silverside Road, 
Tatnall Building No. 104, Wilmington, County of New Castle, State of 
Delaware 19810. The Exchange proposes to amend such provision to 
provide that the address is 1521 Concord Pike, Suite 201, Wilmington, 
County of New Castle, State of Delaware 19813.
Proposed Amendments to Article II, Section 2.02
    The Exchange proposes to amend Section 2.02 to change the cross 
references. Currently, Section 2.02 refers to members and member 
organizations ``as defined in Rule 18 and 24 of the Company, 
respectively'' and to specialists and designated market makers ``as 
defined in Rule 2 of the Company Rules''. Because the cross references 
are no longer correct, the Exchange proposes to make a more general 
reference to the Exchange's rules. The changes are non-substantive.
    To that end, the Exchange proposes to make the following changes to 
the first two sentences of Section 2.02 (proposed additions italicized, 
proposed deletions in brackets):

    In furtherance and not in limitation of the foregoing, the Board 
shall have general supervision over members and member organizations 
[(as defined in Rules 18 and 24 of the Company, respectively)] of 
the Company (collectively, ``Member Organizations'') and over 
approved persons [(as defined in Rule 25 of the Company)] as these 
terms are defined in the Company's Rules in connection with their 
conduct with or affecting Member Organizations. The Board may 
examine into the business conduct and financial condition of Member 
Organizations, shall have supervision over partnership and corporate 
arrangements and over all offices of Member Organizations, whether 
foreign or domestic, and over all persons employed by such Member 
Organizations (and may, by affirmative vote of a majority of the 
Directors then in office, adopt, amend or repeal rules with respect 
to the employment, compensation and duties of such employees), shall 
have supervision relating to the collection, dissemination and use 
of quotations and of reports of prices on the exchange operated by 
the Company, shall have the power to approve or disapprove of any 
connection or means of communication with the floor and may require 
the discontinuance of any such connection or means of communication, 
may disapprove of any member acting as a specialist, designated 
market maker [(as defined in Rule 2 of the Company Rules)] (``DMM'') 
or odd lot dealer as these terms are defined in the Company's Rules, 
and may, by affirmative vote of a majority of the Directors then in 
office, adopt, amend or repeal any rules as it may deem necessary or 
appropriate in connection with any of the foregoing, including, 
without limitation, rules relating to: the discipline of Member 
Organizations, approved persons and registered and non-registered 
employees of Member Organizations for the violation of applicable 
law or the rules of the Company; and the arbitration of any 
controversy between parties who are Member Organizations and any 
controversy between a Member Organization and any other person 
arising out of the business of such Member Organization.

Proposed Amendments to Article II, Section 2.03(a)
    The Exchange Act requires that every exchange have rules that 
``assure a fair representation of its members in the selection of its 
directors and administration of its affairs''.\5\ In compliance with 
this requirement, the Exchange sets forth, in Article II, Section 
2.03(a) of its Operating Agreement, the process by which its fair 
representation directors, the ``Non-Affiliated Directors,'' are chosen. 
The Exchange now proposes to amend Article II, Section 2.03(a) of the 
Operating Agreement to ensure that it remains in compliance with the 
cited Exchange Act requirement.
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    \5\ 15 U.S.C. 78f(b)(3).
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    More specifically, the Exchange proposes to amend the Operating 
Agreement consistent with a recent filing by the Exchange to add a new 
membership category known as ``Limited Underwriting Members.'' Limited 
Underwriting Members are a type of non-trading Exchange membership 
solely for the limited purpose of acting as a principal underwriter of 
an underwritten public offering.\6\ As such, they do not have trading 
permits. Accordingly, the Exchange proposes to amend Section 
2.03(a)(iv) and (v) to state that member organizations that do not have 
trading permits may both sign petitions and vote in any election for 
fair representation directors. The proposed change is designed to 
ensure that all ``members'' (as defined in the Exchange Act) have 
``fair representation . . . in the selection of its directors and 
administration of its affairs''.\7\
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    \6\ See Securities Exchange Act Release No. 103462 (July 15, 
2025), 90 FR 34059 (July 18, 2025) (SR-NYSEAMER-2025-40) (Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change 
Establishing Limited Underwriting Members). The filing stated that 
``Limited Underwriting Members would be `members' of a national 
securities exchange under the [Exchange] Act based on their 
agreement to be regulated by the Exchange in connection with 
underwriting activity.'' See id. at note 10.
    \7\ 15 U.S.C. 78f(b)(3).
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    To that end, the Exchange proposes to make the following changes to 
Section 2.03(a) (proposed additions italicized):
    (iv) Petition Candidates. * * * * * For purposes of determining 
whether a person has been endorsed by the requisite ten percent (10%) 
of signatures to be a Petition Candidate, each Member Organization in 
good standing shall be entitled to one signature for each 86 Trinity 
Permit (as the term is defined in the rules of the Company), equity 
trading permit or options trading permit issued by the Company owned by 
it, and each Member Organization in good standing that does not own a 
trading permit shall be entitled to one signature; provided, however, 
that no Member Organization, either alone or together with its 
affiliates as defined under Rule 12b-2 under the Exchange Act 
(``Affiliates''), may account for more than fifty percent (50%) of the 
signatures endorsing a particular Petition Candidate, and any 
signatures of such Member Organization, either alone or together with 
its Affiliates, in excess of such fifty percent (50%) limitation shall 
be disregarded.
* * * * *
    (v) Voting. * * * * * For purposes of determining which candidates 
received the highest number of votes and therefore should be the Fair 
Representation Candidates nominated by the NYSE American DCRC, each 
Member Organization in good standing shall be entitled to one vote for 
each 86 Trinity Permit (as the term is defined in the rules of the 
Company), equity trading permit or options trading permit issued by the 
Company owned by it, and each Member Organization in good standing that 
does not own a trading permit shall be entitled to one vote; provided, 
however, that no Member Organization, either alone or together with its 
Affiliates, may account for more than twenty percent (20%) of the votes 
cast for a candidate, and any votes cast by such Member Organization, 
either alone or together with its Affiliates, in excess of such twenty 
percent (20%) limitation shall be disregarded.
    The proposed change would make the Operating Agreement consistent 
with the operating agreement of the Exchange's affiliate New York Stock 
Exchange LLC. More specifically, Article II, Section 2.03(a)(iv) of the 
Fourteenth Amended and Restated

[[Page 68562]]

Operating Agreement of the New York Stock Exchange provides that ``each 
Member Organization in good standing that does not own a Trading 
License shall be entitled to one signature'' and Section 2.03(a)(v) of 
the same operating agreement provides that ``each Member Organization 
in good standing that does not own a Trading License shall be entitled 
to one vote''.\8\
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    \8\ See Fourteenth Amended and Restated Operating Agreement of 
the New York Stock Exchange, Article II, Section 2.03(a)(iv) and 
(v). Apart from referring to Trading Licenses instead of trading 
permits, the wording is the same.
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Additional Proposed Amendments
    The Exchange proposes to make the following non-substantive 
technical and conforming changes to the title, recitals and signature 
page of the Operating Agreement:
    <bullet> Update references to the ``Thirteenth Amended and Restated 
Operating Agreement'' to the ``Fourteenth Amended and Restated 
Operating Agreement.''
    <bullet> Update the dates in the introduction and signature line.
    <bullet> Update the recitals.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act,\9\ in general, and furthers the 
objectives of Section 6(b)(1) \10\ in particular, in that it enables 
the Exchange to be so organized as to have the capacity to be able to 
carry out the purposes of the Exchange Act and to comply, and to 
enforce compliance by its exchange members and persons associated with 
its exchange members, with the provisions of the Exchange Act, the 
rules and regulations thereunder, and the rules of the Exchange. The 
Exchange also believes that the proposed rule change is consistent with 
Section 6(b)(3) of the Exchange Act,\11\ in that it would ensure a fair 
representation of its members in the selection of its directors and 
administration of its affairs. The Exchange also believes that the 
proposed rule change is consistent with Section 6(b)(5) of the Exchange 
Act,\12\ in that it is designed to prevent fraudulent and manipulative 
acts and practices, to promote just and equitable principles of trade, 
to foster cooperation and coordination with persons engaged in 
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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    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(1).
    \11\ 15 U.S.C. 78f(b)(3).
    \12\ 15 U.S.C. 78f(b)(5).
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    The proposed rule changes to Article I, Article II, Section 2.02, 
and the additional proposed amendments (together, the ``Non-Substantive 
Changes'') are non-substantive changes that do not impact the 
governance or ownership of the Exchange. The Exchange believes that the 
proposed Non-Substantive Changes would enable the Exchange to continue 
to be so organized as to have the capacity to carry out the purposes of 
the Exchange Act and comply and enforce compliance with the provisions 
of the Exchange Act by its members and persons associated with its 
members, because identifying the registered office in Delaware, making 
cross-references more accurate, and making conforming changes to the 
title and date of the Operating Agreement would contribute to the 
orderly operation of the Exchange by adding clarity and transparency to 
its rules.
    The proposed rule change to Sections 2.03(a)(iv) and (v) would be 
consistent with the recent filing setting forth, among other things, 
that Limited Underwriting Members are members, consistent with the 
definition of ``member'' in the Exchange Act, by stating that member 
organizations that do not have trading permits may both sign petitions 
and vote in any election for fair representation directors.
    The proposed rule change to Sections 2.03(a)(iv) and (v) would 
allow the Exchange to ensure that all ``members'' (as defined in the 
Exchange Act) have ``fair representation . . . in the selection of its 
directors and administration of its affairs'' \13\ by including member 
organizations that do not have trading permits. The proposed rule 
change would allow the Exchange to ensure that it remains in compliance 
with the cited Exchange Act requirement and make the Operating 
Agreement consistent with the rules of the Exchange. What is more, the 
change proposed is based on, and would be consistent with, the wording 
in the operating agreement of the New York Stock Exchange LLC.
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    \13\ 15 U.S.C. 78f(b)(3).
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    The Exchange believes that the proposed rule change would remove 
impediments to and perfect the mechanism of a free and open market and 
a national market system. The proposed Non-Substantive Changes would 
ensure that market participants can more easily navigate, understand 
and comply with the governing documents of the Exchange. The proposed 
rule change to Sections 2.03(a)(iv) and (v) would make the Operating 
Agreement consistent with the rules of the Exchange and therefore would 
ensure that market participants can more easily navigate, understand 
and comply with the governing documents of the Exchange.
    The Exchange believes that, by ensuring that the rules accurately 
identify the registered office in Delaware, making cross-references 
more accurate, making conforming changes to the title and date of the 
Operating Agreement, and making the Operating Agreement consistent with 
the rules of the Exchange, the proposed rule change would reduce 
potential investor or market participant confusion. The proposed 
changes would make the Operating Agreement consistent with the rules of 
the Exchange and therefore would not be inconsistent with the public 
interest and the protection of investors because investors will not be 
harmed and in fact would benefit from increased transparency and 
clarity, thereby reducing potential confusion.

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 proposed rule 
change is not intended to address competitive issues but rather is 
concerned solely with making non-substantive changes to the Operating 
Agreement and making the Operating Agreement consistent with the rules 
of the Exchange.

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

[[Page 68563]]

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.\16\
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    \14\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \15\ 17 CFR 240.19b-4(f)(6).
    \16\ 17 CFR 240.19b-4(f)(6)(iii). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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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) \17\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \17\ 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#cbb9bea7aee6a8a4a6a6aea5bfb88bb8aea8e5aca4bd"><span class="__cf_email__" data-cfemail="93e1e6fff6bef0fcfefef6fde7e0d3e0f6f0bdf4fce5">[email&#160;protected]</span></a>. Please include 
file number SR-NYSEAMER-2026-92 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-NYSEAMER-2026-92. 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-NYSEAMER-2026-92 and should be submitted 
on or before November 20, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
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    \18\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-22131 Filed 10-29-26; 8:45 am]
BILLING CODE 8011-01-P


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