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 July 31, 2026, New York Stock Exchange LLC (“NYSE” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I, II, and III 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.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The Exchange proposes amendments to Rules 7.31, 7.35, and 7.35B regarding Discretionary Orders and the Closing Auction. The proposed rule change is available on the Exchange's website at www.nyse.com 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 Rules 7.31 (Orders and Modifiers), 7.35 (General), and 7.35B (DMM-Facilitated Closing Auctions) to (1) enhance auction imbalance information disseminated in connection with Closing Auctions and (2) make associated changes reflecting Exchange processing of Discretionary Orders (“D Orders”) in UTP Securities.

Background

Rule 7.31(c) describes the Auction-Only Orders offered by the Exchange. An Auction-Only Order is a Limit or Market Order that is to be traded only in an auction pursuant to the Rule 7.35 Series (for Auction-Eligible Securities) or routed pursuant to Rule 7.34 (for UTP Securities). Rule 7.31(c)(1) and the paragraphs thereunder describe the types of Auction-Only Orders that the Exchange accepts for participation in an opening or reopening auction: Limit-on Open (“LOO”) Orders, Market-on-Open (“MOO”) Orders, and Opening D Orders. Rule 7.31(c)(2) and the paragraphs thereunder describe the types of Auction-Only Orders that the Exchange accepts for participation in the closing auction: Limit-on-Close (“LOC”) Orders, Market-on-Close (“MOC”) Orders and Closing D Orders.

The Rule 7.35 Series sets forth rules for Exchange auctions. Rule 7.35 sets forth general rules governing auctions on the Exchange, including definitions for terms used in the Rule 7.35 Series.

Rule 7.35B sets forth the process for Closing Auctions facilitated by a Designated Market Maker (“DMM”). Rule 7.35B(a) sets forth both the DMM and Floor broker responsibilities for the closing of securities, and specifically provides that it is the responsibility of each DMM to ensure that registered ( printed page 53466) securities close as soon after the end of Core Trading Hours as possible, while at the same time not unduly hasty, particularly when at a price disparity from the Exchange Last Sale Price.^[4] Rule 7.35B(b) provides that, if there is no interest to conduct a Closing Auction, a DMM may close a registered security without a trade, and the Official Closing Price for the security will be determined as provided for in Rule 1.1. Rule 7.35B(c) provides that a DMM may effectuate a Closing Auction manually or electronically and outlines the circumstances under which the DMM is not permitted to effect a Closing Auction electronically. Rule 7.35B(d) provides that the Exchange will publish a Closing Imbalance ahead of the Closing Auction, which will include the Imbalance and the Side of the Imbalance.^[5] The Imbalance Reference Price for a Closing Imbalance will be the BB if the Exchange Last Sale Price is lower than the BB; the BO if the Exchange Last Sale Price is higher than the BO; or the Exchange Last Sale Price if it is at or between the BBO or if the security was halted or not opened by the Closing Auction Imbalance Freeze Time.^[6] The Exchange will not disseminate a Closing Imbalance if there is no Exchange Last Sale Price. A Closing Imbalance is disseminated to the securities information processor and a Significant Closing Imbalance (as described in Rule 7.35B(d)(1)) is also disseminated to proprietary data feeds. Rule 7.35B(e) describes the Auction Imbalance Information disseminated by the Exchange, including the time of publication and the content of the Auction Imbalance Information. Rule 7.35B(f) describes the Auction Imbalance Freeze for the Closing Auction, which begins at the Closing Auction Imbalance Freeze Time, and the processing of order entry and cancellation during the Closing Auction Imbalance Freeze.

Proposed Rule Change

Closing Auctions

The Exchange proposes to amend the definition of Closing Imbalance as set forth in Rule 7.35(a)(4)(A)(ii). Currently, as noted above, the Closing Imbalance is defined as the Imbalance of MOC and LOC Orders to buy and MOC and LOC Orders to sell. A Manual Closing Imbalance means a Closing Imbalance disseminated by the DMM before the Imbalance Freeze Time and a Significant Closing Imbalance means a Closing Imbalance disseminated at or after the Closing Auction Imbalance Freeze Time.

The Exchange proposes to amend Rule 7.35(a)(4)(A)(ii) to define the Closing Imbalance as the Imbalance of MOC, LOC, and Closing Imbalance Offset Orders (“Closing IO Orders”) ^[7] and, beginning 10 minutes before the scheduled end of Core Trading Hours, Closing D Orders.^[8] This proposed definition of Closing Imbalance would thus include, in addition to MOC and LOC Orders, Closing IO Orders and, beginning 10 minutes before the scheduled end of Core Trading Hours, Closing D Orders.

The proposed change is intended to enhance the information provided by the dissemination of the Closing Imbalance by expanding the order types that are included in its calculation. Specifically, including Closing IO Orders and Closing D Orders, in addition to MOC and LOC Orders, in the calculation of the Closing Imbalance would provide market participants with a more comprehensive view of unpaired auction-eligible interest going into the Closing Auction. The proposed change would make the composition of the Closing Imbalance consistent with that of the Total Imbalance for the Closing Auction, as defined in Rule 7.35(a)(4)(A)(i),^[9] but the purpose of the Closing Imbalance and the timing of its publication would remain distinct from that of the Total Imbalance ( e.g., the Closing Imbalance would continue to be published only once in advance of the Closing Auction).

The Exchange also proposes to amend Rule 7.35B(f), which, as noted above, describes the Auction Imbalance Freeze in connection with a DMM-facilitated Closing Auction. Rule 7.35B(f)(3) currently provides that, beginning 10 seconds before the scheduled close of trading, a request to enter a Closing D Order or D Order in any security or a request to cancel, cancel and replace, or modify a Closing D Order or D Order in an Auction-Eligible Security will be rejected.

The Exchange proposes to amend Rule 7.35B(f)(3) to provide that (1) beginning 10 seconds before the scheduled close of trading, a request to enter a Closing D Order or D Order in an Auction-Eligible Security will be rejected, and (2) beginning one minute before the scheduled close of trading, a request to cancel, cancel and replace, or modify a Closing D Order or D Order in an Auction-Eligible Security will be rejected. This proposed change would allow for the entry of Closing D Orders and D Orders in Auction-Eligible Securities ^[10] up until 10 seconds before the scheduled close of trading, as is the case today, but would no longer permit the cancellation, cancellation and replacement, or modification of Closing D Orders and D Orders in Auction-Eligible Securities after one minute before the scheduled close of trading (instead of after 10 seconds before the scheduled close of trading as currently). This proposed change is intended to promote stability in the calculation of the Closing Imbalance in connection with the proposed inclusion of Closing D Orders in the Closing Imbalance by reducing cancellations of Closing D Orders and D Orders leading up to the Closing Auction.

D Orders in UTP Securities

As noted above, Rules 7.31(c)(1) and (c)(2) describe the Auction-Only Orders that the Exchange accepts in connection with opening, reopening, and closing auctions. Rule 7.31(c)(1)(C)(ii) currently provides that, based on the instruction of the Floor broker, an Opening D Order in a UTP Security will be routed to the primary listing market as either a MOO or LOO Order. Rule 7.31(c)(2)(C)(iv) similarly provides that, based on the ( printed page 53467) instruction of the Floor broker, a Closing D Order in a UTP Security will be routed to the primary listing market as either a MOC or LOC Order.

The Exchange proposes to delete Rules 7.31(c)(1)(C)(ii) and 7.31(c)(2)(C)(iv) (and to make non-substantive conforming changes to Rules 7.31(c)(1)(C) and 7.31(c)(2)(C) to accommodate their deletion) to reflect that the Exchange no longer accepts Opening or Closing D Orders in UTP Securities, and, accordingly, there is no need to convert any such orders to MOO, LOO, MOC, or LOC Orders for routing to the primary listing market. Floor brokers are now able to send orders in UTP Securities that they wish to be routed to the primary listing market as MOO, LOO, MOC, or LOC Orders, as applicable, in the first instance. Accordingly, this proposed change is intended to remove rule text that no longer has application, thereby promoting clarity in Exchange rules.

Because of the technology changes associated with the proposed changes, the Exchange proposes to announce the implementation date of these changes by Trader Update. Subject to effectiveness of this proposed rule change, the Exchange anticipates that such changes will be implemented no later than in the first quarter of 2027.

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,^[11] in general, and furthers the objectives of Section 6(b)(5) of the 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 mechanisms of a free and open market and a national market system and, in general, to protect investors and the public interest and because it is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers.

The Exchange believes that the proposed changes to Rules 7.35 and 7.35B relating to the Closing Imbalance and Auction Imbalance Freeze are designed to remove impediments to and perfect the mechanisms of a free and open market and a national market system and, in general, to protect investors and the public interest. The proposed change to include Closing IO Orders and Closing D Orders in the calculation of the Closing Imbalance would enhance the information provided by the dissemination of the Closing Imbalance and could encourage increased participation in Closing Auctions, to the benefit of market participants and the investing public. Similarly, the proposed change to the cutoff time for the cancellation, cancellation and replacement, or modification of Closing D Orders and D Orders in advance of the scheduled close of trading would, in conjunction with the proposed inclusion of Closing D Orders in the Closing Imbalance, provide market participants with enhanced information regarding the imbalance in the period leading up to the close of trading on the Exchange.

The proposed changes to Rules 7.31 and 7.35B relating to D Orders are designed to remove impediments to, and perfect the mechanisms of, a free and open market and a national market system, as well as to protect investors and the public interest, because they would either remove or update rule text to ensure that the Exchange's rules accurately describe Exchange processing of D Orders in UTP Securities. Because the Exchange no longer accepts Opening or Closing D Orders in UTP Securities, there is no need to convert any such orders to MOO, LOO, MOC, or LOC Orders for routing to the primary listing market, and the proposed change to Rules 7.31(c)(1)(C) and 7.31(c)(2)(C) would thus remove outdated rule text referencing such conversion. As noted above, to the extent Floor brokers would like to send MOO, LOO, MOC, or LOC Orders in UTP Securities for Exchange routing to the primary listing market, they can continue to do so. The proposed change to Rule 7.35B(f)(3) to describe the rejection of Closing D Orders and D Orders in Auction-Eligible Securities only would similarly ensure that the rule accurately reflects the Exchange's handling of Closing D Orders and D Orders in UTP Securities. As noted, the Exchange currently accepts intraday D Orders in UTP Securities and will continue to do so.^[13]

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. The proposed rule change is not intended to address competitive issues but rather is intended to enhance auction imbalance information disseminated in connection with Closing Auctions conducted by the Exchange and ensure that Exchange rules accurately reflect current handling of D Orders in UTP Securities.

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 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.

A proposed rule change filed under Rule 19b-4(f)(6) ^[16] normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b4(f)(6)(iii),^[17] the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest.

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) ^[18] of the Act 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 ( printed page 53468) change is consistent with the Act. Comments may be submitted by any of the following methods:

Electronic Comments

• Use the Commission's internet comment form (www.sec.gov/​rules/​sro.shtml); or
• Send an email torule-comments@sec.gov. Please include file number SR-NYSE-2026-36 on the subject line.

Paper Comments

• 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-2026-36. 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 ( www.sec.gov/​rules/​sro.shtml). 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-2026-36 and should be submitted on or before September 8, 2026.