Self-Regulatory Organizations; Nasdaq Texas, LLC; Notice of Filing and Immediate Effectiveness of a Proposal To Amend Equity 4, Rule 4120, To Align It With That of The Nasdaq Stock Market LLC

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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 69294-69296]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-22376]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106764; File No. SR-NasdaqTX-2026-050]


Self-Regulatory Organizations; Nasdaq Texas, LLC; Notice of 
Filing and Immediate Effectiveness of a Proposal To Amend Equity 4, 
Rule 4120, To Align It With That of The Nasdaq Stock Market LLC

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 22, 2026, Nasdaq Texas, LLC (``Nasdaq Texas'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``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 proposes to amend Equity 4, Rule 4120, to align it 
with that of The Nasdaq Stock Market LLC.
    The text of the proposed rule change is available on the Exchange's 
website at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaqtx/rulefilings">https://listingcenter.nasdaq.com/rulebook/nasdaqtx/rulefilings</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 aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    When in September of this year the Exchange updated its rulebook at 
Equity 1 and Equity 4 to more closely align those rules with the 
equivalent rules of The Nasdaq Stock Market LLC (``Nasdaq''),\3\ in 
anticipation of the Exchange becoming a primary listing venue in 2027, 
the Exchange mistakenly copied an obsolete version of Nasdaq Equity 4, 
Rule 4120.
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    \3\ See Securities Exchange Act Release No. 106397 (Sept. 16, 
2026), 91 FR 59815 (Sept. 21, 2026) (``Notice of Filing and 
Immediate Effectiveness of a Proposal To Amend the Exchange's Rules 
at Equity 1 and Equity 4 To Enable the Exchange To Become a Primary 
Listing Venue'') (File No. SR-NasdaqTX-2026-042).
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    The Commission had approved the current version of Nasdaq Equity 4, 
Rule 4120, back in 2022.\4\ However, this version of the rule did not 
become operative until August of this year.\5\ This delay in making the 
2022 changes operative on Nasdaq led to the Exchange mistakenly copying 
in its September 2026 filing an obsolete version of Nasdaq Equity 4, 
Rule 4120. The Exchange proposes to correct this mistake in this 
filing.
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    \4\ See Securities Exchange Act Release No. 95069 (June 8, 
2022), 87 FR 36018 (June 14, 2022) (``Order Approving Proposed Rule 
Change, as Modified by Amendment No. 1, To Modify Equity 4, Rule 
4120 To Add Categories of Regulatory and Operational Halts, To 
Reorganize the Remaining Text of the Rule, and To Make Conforming 
Changes to Related Rules'') (File No. SR-NASDAQ-2022-017).
    \5\ See Exchange Act Release No. 106139 (Aug. 14, 2026), 91 FR 
53677 (Aug. 19, 2026) (``Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change To Amend Equity 4, Rule 4120 
Regarding Trading Halts'') (File No. SR-NASDAQ-2026-064).
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    The Exchange proposes to replace in its entirety its current 
version of Equity 4, Rule 4120, with the version of that rule that is 
currently found in the Nasdaq rulebook. Therefore, the new

[[Page 69295]]

version of Nasdaq Texas Equity 4, Rule 4120, would be structured as 
follows:
    1. Section (a) (Definitions) defines certain terms that are used in 
the rule.
    2. Section (b) (Regulatory Halts) establishes the Exchange's 
authority to initiate regulatory halts or pauses in various 
circumstances, including: halts provided for by the applicable SIP 
Plan; discretionary Regulatory Halts relating to issuer information, 
material news, initial public offerings, index warrants, derivative 
securities products, foreign securities, market disruptions, and 
Initial ETP Opens; and mandatory Regulatory Halts relating to 
dissemination issues for derivative securities products, the Limit Up-
Limit Down Mechanism, market-wide circuit breakers, Equity Investment 
Tracking Stocks and Subscription Receipts, and reverse stock splits.\6\
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    \6\ The Exchange notes that proposed Rule 
4120(b)(1)(C)(ii)(e)(2)(a) references the FLITE protocol in addition 
to the OUCH protocol for the repricing of limit-priced interest 
pursuant to the Limit Up-Limit Down Mechanism, which is not assigned 
a Managed Pegging, Discretionary, or Reserve Order Attribute. 
Meanwhile, Nasdaq's corresponding provision does not reference 
FLITE. However, the omission of FLITE in Nasdaq Equity 4, Rule 
4120(b)(1)(C)(ii)(e)(2)(a) is an oversight in Nasdaq's rulebook, 
which that exchange intends to correct imminently, in an upcoming 
filing to remove references to CORE FIX from its rulebook.
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    3. Section (c) (Operational Halts) establishes the Exchange's 
authority and procedures for initiating and terminating Operational 
Halts, including: the circumstances in which Nasdaq Texas may declare 
an Operational Halt, notification to the SIP when Nasdaq Texas has 
concerns about collecting and transmitting quotation or transaction 
information or has declared an Operational Halt or suspension, and the 
procedures for resuming trading when Nasdaq Texas determines that 
trading may resume in a fair and orderly manner.
    The changes that the Exchange would make to the Nasdaq rule to 
tailor it to the Exchange would be the following:
    1. Modify references to the operating hours and trading sessions of 
the Exchange, so that they correctly reflect those of Nasdaq Texas. 
This includes not carrying over language in Nasdaq Equity 4, Rule 4120, 
that pertains to Nasdaq's upcoming transition to trading 23 hours a 
day, 5 days a week.
    2. Eliminate references to a direct listing with capital raise, as 
that option is not present in the Nasdaq Texas rulebook.
    3. Update references to ``Nasdaq'' with ``Nasdaq Texas.''
    Additionally, the Exchange will not copy references to the CORE FIX 
order entry protocol that are currently present in Nasdaq Equity 4, 
Rule 4120. This is because the Exchange, Nasdaq, and Nasdaq PHLX LLC 
will be imminently submitting separate filings to abandon their plans 
to deploy the CORE FIX order entry protocol, due to a lack of interest 
by exchange participants. Therefore, it makes no sense for the Exchange 
to copy references to CORE FIX in Nasdaq Equity 4, Rule 4120, that will 
soon become obsolete.\7\
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    \7\ The Exchange notes that its rulebook online, under the 
heading for Rule 4120, contains the following disclaimer: 
`References to ``CORE FIX'' will be implemented in 2026.' However, 
that is only an online disclaimer that the Exchange did not add to 
its rule text. That online-only disclaimer will be deleted once the 
other references to CORE FIX are deleted from the text of Rule 4120, 
pursuant to this filing.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\8\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\9\ in particular, in that it is designed to promote 
just and equitable principles of trade, 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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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change will remove 
impediments to, and perfect the mechanism of, a free and open market 
and a national market system by aligning the Exchange's rulebook at 
Equity 4, Rule 4120, with the substantially similar rule of Nasdaq, 
which was previously approved by the Commission, finding it to be 
consistent with the Act.
    The proposal is also consistent with Section 6(b)(5) because it is 
designed to promote clarity, consistency, and transparency for 
Participants, issuers, and market participants by replacing stale rule 
text with the version of Equity 4, Rule 4120, that reflects the 
Commission-approved Nasdaq framework and the intervening updates 
already incorporated into Nasdaq's current operative rule. The 
Commission previously approved Nasdaq's Rule 4120 framework to add 
categories of regulatory and operational halts, reorganize Rule 4120, 
incorporate provisions of the applicable equity data plans, and make 
conforming changes to related rules. In approving that framework, the 
Commission recognized that the revisions promote a clear and uniform 
approach to trading halts, improve coordination and certainty among 
plan participants and market participants, enhance the resiliency and 
integrity of market systems, and promote fair and orderly markets and 
investor protection. Nasdaq Texas's proposal advances those same 
objectives because it would adopt a substantially similar halt 
framework while tailoring only the exchange name, trading session 
terminology, and other conforming elements needed to reflect the 
Exchange's existing rules and operations. The Exchange therefore 
believes the proposal will reduce confusion, support consistent cross-
market halt and resumption procedures, and help Participants understand 
when the Exchange may halt, pause, or resume trading and how related 
rules will operate.

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 not necessary or appropriate in 
furtherance of the purposes of the Act. The proposed rule change will 
align the Exchange's rulebook at Equity 4, Rule 4120, with the 
substantially similar rule of Nasdaq. The proposed rule will apply 
equally to all Participants of the Exchange. The Exchange does not 
believe the proposed rule change will impose an undue burden on 
intermarket competition because it is designed to align Nasdaq Texas's 
rule text with the substantially similar Nasdaq rule and to support 
harmonized halt and resumption procedures across markets. The proposal 
also will not impose an undue burden on intramarket competition because 
it is generally conforming, organizational, or cross-referential in 
nature and will apply equally to all Participants and market 
participants subject to the affected rules. The Exchange is not 
proposing to change the competitive operation of its market or to treat 
any category of Participant differently; rather, the proposal will make 
the Exchange's rulebook easier to understand and will reduce the 
potential for confusion by adopting a framework that the Commission has 
previously approved for Nasdaq and by tailoring it only as necessary to 
Nasdaq Texas's naming conventions, trading sessions, and rulebook 
structure.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

[[Page 69296]]

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing 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 for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \10\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\11\
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    \10\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \11\ 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 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 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 shall institute proceedings to 
determine whether the proposed rule 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#ccbeb9a0a9e1afa3a1a1a9a2b8bf8cbfa9afe2aba3ba"><span class="__cf_email__" data-cfemail="6c1e190009410f0301010902181f2c1f090f420b031a">[email&#160;protected]</span></a>. Please include 
file number SR-NasdaqTX-2026-050 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-NasdaqTX-2026-050. 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-NasdaqTX-2026-050 and should be 
submitted on or before November 24, 2026.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-22376 Filed 11-2-26; 8:45 am]
BILLING CODE 8011-01-P


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