Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Exchange Rule 2(c)

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<title>Federal Register, Volume 91 Issue 211 (Tuesday, November 3, 2026)</title>
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[Federal Register Volume 91, Number 211 (Tuesday, November 3, 2026)]
[Notices]
[Pages 69285-69287]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-22375]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106770; File No. SR-NYSE-2026-52]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Exchange Rule 2(c)

October 29, 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 19, 2026, New York Stock Exchange LLC (``NYSE'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the Exchange. The Exchange 
filed the proposal as a ``non-controversial'' proposed rule change 
pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) thereunder.\4\ 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Rule 2(c) to restore language 
inadvertently omitted from the recently adopted definition of 
``associated person.'' 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 Rule 2 (``Member,'' ``Membership,'' 
``Member Firm,'' etc.) to restore language inadvertently omitted from 
the proposed definition of ``associated person'' in a recent rule 
filing.\5\ More specifically, the proposed change is a technical 
amendment that would ensure that the persons encompassed by the 
``approved person'' category that the Exchange recently filed to delete 
are captured by the definition of ``associated person'' in Rule 2(c) 
for jurisdictional and all other applicable Exchange rules. The 
proposed rule change is not intended to effect any substantive change 
to the scope of the Exchange's jurisdiction.
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    \5\ See note 4, infra.
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Background and Proposed Rule Change
    On September 18, 2026, the Exchange filed an immediately effective 
rule change to (1) eliminate the ``approved person'' registration 
category as no longer necessary, (2) adopt a new definition of 
``associated person'' in Rule 2(c) based on the definition of 
associated person in Rule 1011(b) of the Financial Industry Regulatory 
Authority, Inc. (``FINRA'') and elements of the current definition of 
approved person, and (3) make related technical and conforming 
changes.\6\ The Approved Person Filing is scheduled to become operative 
on October 18, 2026.\7\
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    \6\ See Securities Exchange Act Release No. 106566 (October 1, 
2026), 91 FR 63616 (October 6, 2026) (SR-NYSE-2026-47) (Notice of 
Filing and Immediate Effectiveness of a Proposed Rule Change To 
Delete the Approved Person Registration Category and Adopt a New 
Definition of Associated Person) (the ``Approved Person Filing'').
    \7\ The Approved Person Filing was filed on September 18, 2026 
and, by its terms, does not become operative for 30 days after the 
date of filing. Accordingly, the filing is scheduled to become 
operative on October 18, 2026.
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    As described in the Approved Person Filing, the Exchange did not 
intend to expand or narrow the scope of its jurisdiction. Rather, the 
proposal was designed to ensure that all persons currently encompassed 
by the approved person category would continue to be covered under the 
proposed definition of ``associated person.'' Specifically, the filing 
stated that proposed Rule 2(c)(3) would include the existing categories 
of approved persons: (i) persons that control a member organization; 
(ii) persons engaged in a securities or kindred business that is 
controlled by a member or member organization; and

[[Page 69286]]

(iii) U.S. registered broker-dealers under common control with a member 
organization. The filing further explained that the proposed definition 
of ``Control Person'' was intended to encompass those same 
categories.\8\
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    \8\ See Approved Person Filing, 91 FR at 63618, 63622.
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    The Exchange has since determined that the text of proposed Rule 
2(c)(3), as filed, inadvertently omitted the clause covering persons 
engaged in a securities or kindred business that is controlled by a 
member or member organization. That clause appears in the Exchange's 
current approved person definition and was intended to be carried 
forward without substantive change. Consequently, the text of proposed 
Rule 2(c)(3) is inconsistent with both the description of the proposal 
and the Exchange's stated intent in the Approved Person Filing, which 
was to preserve, rather than modify, the existing scope of Exchange 
jurisdiction. This proposed rule change corrects that inadvertent 
omission and conforms the rule text to the proposal as described in the 
Approved Person Filing.
    The Exchange accordingly proposes to amend Rule 2(c)(3) to add the 
phrase ``a person engaged in a securities or kindred business that is 
controlled by a member or member organization,'' immediately after 
``controlled by a member organization,''. As amended, Rule 2(c)(3) 
would provide that an associated person includes:
    (3) any person (excluding a governmental entity) directly or 
indirectly controlling or controlled by a member organization, a person 
engaged in a securities or kindred business that is controlled by a 
member or member organization, or a U.S. registered broker-dealer under 
common control with a member organization (a ``Control Person'').
    No other changes are proposed to Rule 2.
    The Exchange proposes that this proposed rule change become 
operative on the same date as the Approved Person Filing, and therefore 
requests that the Commission waive the 30-day operative delay so that 
this proposed rule change may become operative concurrently with the 
Approved Person Filing and ensure that the rule text accurately 
reflects the proposal as originally described before the Approved 
Person Filing takes effect.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b)(5) of the Act,\9\ 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)(5).
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    In particular, the Exchange believes that the proposed technical 
correction would remove impediments to and perfect the mechanism of a 
free and open market and a national market system by ensuring that the 
text of Rule 2(c) accurately reflects the categories of persons 
described in the Approved Person Filing, which are the categories the 
Exchange has treated as within its jurisdiction under the current 
approved person definition. Restoring the omitted clause would 
eliminate potential ambiguity as to whether persons engaged in a 
securities or kindred business controlled by a member or member 
organization are Control Persons and associated persons under Exchange 
rules. The Exchange believes this clarity would preserve its ability to 
exercise jurisdiction over those persons and would thereby protect 
investors and the public interest.
    The Exchange further believes that the proposed change is 
consistent with the Act because it does not alter the approach 
described in the Approved Person Filing of defining associated person 
by reference to FINRA Rule 1011(b) and the definition of associated 
person of a broker or dealer in Section 3(a)(18) of the Act. The 
proposed change would simply conform the rule text to the scope of the 
proposal as described in that filing.

B. Self-Regulatory Organization's Statement on Burden on Competition

    In accordance with Section 6(b)(8) of the Act,\10\ the Exchange 
believes that the proposed rule change would not 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 intended to 
address competitive issues but is rather concerned with restoring 
language so that Rule 2(c) conforms to the Approved Person Filing, and 
it would apply to all member organizations in the same manner.
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    \10\ 15 U.S.C. 78f(b)(8).
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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

    Pursuant to Section 19(b)(3)(A) of the Act \11\ and Rule 19b-
4(f)(6) \12\ thereunder, the Exchange has designated this proposal as 
one that effects a change that: (i) does not significantly affect the 
protection of investors or the public interest; (ii) does not impose 
any significant burden on competition; and (iii) by its terms, does not 
become operative for 30 days after the date of the filing, or such 
shorter time as the Commission may designate if consistent with the 
protection of investors and the public interest.\13\
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(6).
    \13\ 17 CFR 240.19b-4(f)(6). 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, along 
with a brief description and text of 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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    A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the 
Act normally does not become operative for 30 days after the date of 
its filing. However, Rule 19b-4(f)(6)(iii) \14\ permits the Commission 
to designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange requested 
that the Commission waive the 30-day operative delay so that the 
proposal can become effective upon filing. The Exchange states that the 
proposal does not significantly affect the protection of investors or 
the public interest because it is a technical correction that conforms 
the text of Rule 2(c) to the Approved Person Filing and does not change 
the persons described in that filing or the scope of the Exchange's 
jurisdiction. The Exchange further states that it does not believe the 
proposed rule change will impose a significant burden on competition 
because it would apply to all member organizations in the same manner. 
Further, the Exchange states that it believes waiver of the operative 
delay is consistent with the protection of investors and the public 
interest because it would put the corrected text of Rule 2(c) in place 
when the new definition takes effect, which would

[[Page 69287]]

avoid a period in which the rule text does not match the persons 
described in the Approved Person Filing, and therefore would reduce the 
potential for investor confusion. For these reasons, and because the 
proposal does not raise any novel legal or regulatory issues, the 
Commission finds that waiver of the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
Accordingly, the Commission hereby waives the 30-day operative delay 
and designates the proposed rule change operative upon filing.\15\
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    \14\ 17 CFR 240.19b-4(f)(6)(iii).
    \15\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    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.

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#86f4f3eae3abe5e9ebebe3e8f2f5c6f5e3e5a8e1e9f0"><span class="__cf_email__" data-cfemail="196b6c757c347a7674747c776d6a596a7c7a377e766f">[email&#160;protected]</span></a>. Please include 
file number SR-NYSE-2026-52 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-2026-52. 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-2026-52 and should be submitted on 
or before November 24, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-22375 Filed 11-2-26; 8:45 am]
BILLING CODE 8011-01-P


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