Securities and Exchange Commission
- [Release No. 34-106242; File No. SR-NYSE-2026-39]
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 18, 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 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.
I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change
The Exchange proposes to amend Rule 7.18 (“Trading Halts”) regarding the definition of Reverse Stock Split Halt. 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
New York Stock Exchange LLC (“NYSE” or the “Exchange”) proposes to amend Rule 7.18 (“Trading Halts”) regarding the definition of Reverse Stock Split Halt.
In 2024, the Commission noticed for immediate effectiveness the Exchange's filing establishing the Exchange's authority to declare a mandatory regulatory halt in a security for which the Exchange is the Primary Listing Market when that security is subject to a reverse stock split.[4] Specifically, the Exchange proposed adding to Rule 123D a section (f), providing for halting such a security before the end of post-market trading on other markets on the day immediately before the effective date of a reverse stock split, with trading to resume with a Trading Halt Auction after 9:30 a.m. Eastern Time (“ET”) on the next trading day, at the start of the Exchange's Core Trading Session (“Reverse Stock Split Halt”).
In 2025, the Exchange proposed changes to Rule 7.18, which, among other things, moved the Reverse Stock Split Halt from Rule 123D to Rule 7.18(b)(1)(A)(iii). During that transposition, the Exchange erroneously replaced the “before the end of post-market trading on other markets” language of Rule 123D with “before the end of the Late Trading Session,” which currently appears in Rule 7.18(b)(1)(A)(iii). This edit was erroneous because the Exchange does not have a Late Trading Session, and the intention was to retain the language used in Rule 123D.
The Exchange now proposes to correct that error by amending current Rule 7.18(b)(1)(A)(iii) as follows:
for a security for which the Exchange is the Primary Listing Market before the end of post-market trading on other markets [the Late Trading Session] on the day immediately before the market effective date of the reverse stock split (“Reverse Stock Split Halt”);
The proposed change is not novel but simply reverts to the original language that had been used in Rule 123D, as was originally intended.
2. Statutory Basis
The Exchange believes that its proposal is consistent with the requirements of the Act and the rules and regulations thereunder that are applicable to a national securities exchange, and, in particular, with the requirements of Section 6(b) of the Act.[5] Specifically, the proposal is consistent ( printed page 56686) with Section 6(b)(5) of the Act [6] because it would promote just and equitable principles of trade, remove impediments to, and perfect the mechanism of, a free and open market and a national market system, and, in general, protect investors and the public interest.
As described above, in transposing the text of the Reverse Stock Split Halt from Rule 123D to Rule 7.18(b)(1)(A)(iii), the Exchange erroneously referred to the “end of the Late Trading Session” instead of the “end of post-market trading on other markets.” The Exchange believes that correcting this rule text now will perfect the mechanism of a free and open market and a national market system, and, in general, protect investors and the public interest by eliminating any confusion that might arise from the reference to a “Late Trading Session” on the Exchange, when no such Late Trading Session exists.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes the proposal is consistent with Section 6(b)(8) of the Act [7] in that it does not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act as explained below. Rather than impacting competition, the proposed change would simply correct the error explained above.
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
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 after 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 [8] and subparagraph (f)(6) of Rule 19b-4 thereunder.[9]
A proposed rule change filed under Rule 19b-4(f)(6) [10] normally does not become operative prior to 30 days after the date of its filing. However, pursuant to Rule 19b4(f)(6)(iii),[11] the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposed rule change may become operative immediately upon filing. The Exchange states that a waiver of the operative delay would permit the Exchange to replace erroneous rule text with corrected rule text identical to the rule text of the previous version of the rule (Rule 123D(f)) before it was transposed to its new location in Rule 7.18. The Exchange also states that correcting this rule text expeditiously and without delay will eliminate any confusion that might arise from the reference to a “Late Trading Session” on the Exchange, when no such Late Trading Session exists. For these reasons, and because the proposed rule change raises no new or novel legal or regulatory issuers, the Commission finds that waiver of the operative delay is consistent with the protection of investors and the public interest. Accordingly, the Commission waives the 30-day operative delay and designates the proposed rule change to be operative upon filing.[12]
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) [13] 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 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-2026-39 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-2026-39. 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-2026-39 and should be submitted on or before September 24, 2026.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[14]
Sherry R. Haywood,
Assistant Secretary.