Document

Self-Regulatory Organizations; NYSE Texas, Inc.; Notice of Filing of Proposed Rule Change To Adopt New Rule 24 Under Article 22 of the NYSE Texas Rule Book

Securities and Exchange Commission [Release No. 34-106204; File No. SR-NYSETEX-2026-30] August 27, 2026. Pursuant to Section 19(b)(1) [ 1 ] of the Securities Exchange Act of 193...

Securities and Exchange Commission
  1. [Release No. 34-106204; File No. SR-NYSETEX-2026-30]
August 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 August 13, 2026, the NYSE Texas, Inc. (“NYSE Texas” 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 to adopt new Rule 24 under Article 22 of the NYSE Texas Rule Book (the “Rule Book') to offer certain issuers complimentary products and services from the Exchange. 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, ( printed page 56248) 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

In 2025, the Exchange reincorporated in the State of Texas and was re-named NYSE Texas, Inc. At the time of its reincorporation, there were approximately thirty issuers with a dual listing on the Exchange. Since the date of its reincorporation, many additional issuers have sought a dual listing on the Exchange. The Exchange now proposes to adopt new Rule 24 under Article 22 of the Rule Book to offer complimentary services to certain issuers listed on the Exchange.

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. The Exchange offers these complimentary services to all issuers without regard to size or any other factor.

In addition, the Exchange proposes to specify that Eligible Dual Listings (as defined below) are entitled to receive a package of visibility and investor engagement products and services with a commercial value of approximately $50,000. For purposes of Rule 24, the Exchange proposes to define Eligible Dual Listings as 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 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.).

Under the Exchange's proposal, Eligible Dual Listings may elect to receive some or all of the products and services for with they are eligible under proposed Rule 24 but are under no obligation to accept any such product or service.

The package of visibility and investor engagement products and services would entitle eligible issuers to hold an investor meeting at the Exchange's headquarters in Dallas, Texas as well as a marketing activation to publicize the issuer's dual listing on the Exchange or other corporate developments. The Exchange proposes to provide this package of visibility and investor engagement products and services to companies that have at least 160 million or more total shares of common stock issued and outstanding in all share classes, including and in addition to treasury shares. To qualify as an Eligible Dual Listing, any non-U.S. company must have 160 million or more shares of an equity security issued and outstanding in the U.S.

In determining to offer the proposed package of complimentary products and services, the Exchange notes the growing economy of the southwestern United States and issuers increasing interest in developing a presence in Texas. The Exchange believes that the offering of services will facilitate issuer engagement with investors in this growing economic hub and entice issuers to dually list on the Exchange.[4] In this regard, the Exchange notes that other exchanges offer complimentary products and services to issuers on a tiered basis based on shares outstanding.[5] The Exchange believes it is reasonable to offer its proposed package of services to issuers with at least 160 million shares outstanding as such issuers tend to be larger and have greater demand for visibility and engagement. In addition, any issuer that may not initially qualify based on its shares outstanding will be eligible in the future if it reaches the proposed threshold.

As noted above, Eligible Dual Listings are not obligated to accept any of the proposed services and a determination not to accept such services will have no effect on an issuer's continued listing on the Exchange. Further, the Exchange represents that the existence of this program will not adversely affect the funding available for the Exchange's regulatory responsibilities.

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,[6] in general, and furthers the objectives of Section 6(b)(5) [7] of the Act, in particular, in that it is designed to promote just and equitable principles of trade, to remove impediments and to perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. It is also consistent with this provision because it is not designed to permit unfair discrimination between issuers. All similarly situated issuers will receive the same level of complimentary products and services and all issuers will receive some level of complimentary products and services. The proposed rule change is equitable and not unfairly discriminatory because the criteria for being an Eligible Dual Listing is the same for all issuers.

The Exchange believes that it is reasonable to offer complimentary products and services to attract new listings and respond to competitive pressures. The Exchange faces competition in the market for listing services and it competes, in part, by improving the quality of the services that it offers to listed companies. By offering products and services on a complimentary basis and ensuring that it is offering the services most valued by its listed issuers, the Exchange will improve the quality of the services that listed companies receive. The Exchange believes it is reasonable to offer companies with at least 160 million shares outstanding an enhanced package of complimentary products and services as such companies tend to be larger and desire enhanced visibility and engagement. The Exchange believes its proposal will entice additional companies to dually list on the Exchange.

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 proposal will not burden competition between listed companies because all companies receive some level of complimentary products and services and all similarly situated companies ( i.e. those with at least 160 million shares outstanding) are eligible to receive a complimentary visibility and investor engagement package. Any company that may not initially qualify will be eligible to receive such package if it subsequently achieves the required threshold. No issuer is required to accept the services as a condition of listing. The proposal also will not burden competition with other national securities exchanges because such exchange either already ( printed page 56249) offer such services [8] or can elect to compete by doing so.

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

Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will:

(A) by order approve or disapprove the proposed rule change, or

(B) institute proceedings to determine whether the proposed rule change should be 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

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-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 ( 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-NYSETEX-2026-30 and should be submitted on or before September 22, 2026.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[9]

Sherry R. Haywood,

Assistant Secretary.

Footnotes

4.  In this regard, the Exchange notes that Nasdaq Texas, LLC recently adopted a package of complimentary services offered to issuers dually listed on its exchange. See Securities Exchange Act Release No. 105883 (July 10, 2026), 91 FR 43408 (July 15, 2026).

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5.   See, for example, Section 907.00 of the NYSE Listed Company Manual. The NYSE offers ongoing complimentary products and services to issuers with at least 160 million shares outstanding. This threshold is consistent with the Exchange's proposal.

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8.   See, e.g., Rule 5950 of the Nasdaq Texas, LLC Rules (Products and Services Offered to Companies), Section 907.00 of the NYSE Listed Company Manual (Products and Services Available to Issuers); Rule 14.602 of the Long Term Stock Exchange Rules (Products and Services Offered to Companies).

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[FR Doc. 2026-17801 Filed 8-31-26; 8:45 am]

BILLING CODE 8011-01-P

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Federal Register Citation

Use this for formal legal and research references to the published document.

91 FR 56247

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“Self-Regulatory Organizations; NYSE Texas, Inc.; Notice of Filing of Proposed Rule Change To Adopt New Rule 24 Under Article 22 of the NYSE Texas Rule Book,” thefederalregister.org (September 1, 2026), https://thefederalregister.org/documents/2026-17801/self-regulatory-organizations-nyse-texas-inc-notice-of-filing-of-proposed-rule-change-to-adopt-new-rule-24-under-article.