I. Introduction

On August 13, 2026, NYSE Texas, Inc. (“NYSE Texas” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”), pursuant to Section 19(b)(1) ^[1] of the Securities Exchange Act of 1934 (“Act”) ^[2] and Rule 19b-4 thereunder,^[3] a proposed rule change to adopt new Rule 24 under Article 22 of the NYSE Texas Rule Book to offer certain issuers complimentary products and services from the Exchange. The proposed rule change was published for comment in the Federal Register on September 1, 2026.^[4] On October 5, 2026, the Exchange filed Amendment No. 1 to the proposed rule change, which replaced and superseded the original filing in its entirety.^[5] The Commission has received no comment letters on the proposal. The Commission is publishing this notice and order to solicit comments on Amendment No. 1 from interested persons and to approve the proposed rule change, as modified by Amendment No. 1, on an accelerated basis.

II. Description of Proposed Rule Change, as Modified by Amendment No. 1

The Exchange is proposing to adopt Rule 24 under Article 22 of the NYSE Texas Rule Book to offer complimentary services to certain issuers listed on the Exchange. First, 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.^[6] The Exchange states that it offers these complimentary services to all issuers without regard to size or any other factor.^[7]

Second, the Exchange proposes to define as an “Eligible Dual Listing” 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 NYSE Texas 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).^[8] The Exchange will offer an Eligible Dual Listing a one-time package of visibility and investor engagement products and services with a commercial value of approximately $50,000.^[9] The Exchange states that the package of visibility and investor engagement products and services would entitle an Eligible Dual Listing to hold an investor meeting at the Exchange's headquarters in Dallas, Texas and a marketing activation to publicize the issuer's dual listing on the Exchange or other corporate developments.^[10]

III. Discussion and Commission Findings

After careful review, the Commission finds the proposed rule change, as modified by Amendment No. 1, is consistent with the requirements of Section 6 of the Act.^[11] Specifically, the ( printed page 67889) Commission finds that the proposed rule change, as modified by Amendment No. 1, is consistent with Sections 6(b)(4) and 6(b)(5) of the Act,^[12] in particular, in that the proposed rule is designed to provide for the equitable allocation of reasonable dues, fees, and other charges among Exchange members, issuers, and other persons using the Exchange's facilities, and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. Moreover, the Commission finds that the proposed rule change, as modified by Amendment No. 1, is consistent with Section 6(b)(8) of the Act ^[13] in that it does not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act.

The proposal to codify the Exchange's current offering of certain complimentary services to all issuers and to offer a one-time package of visibility and investor engagement products and services on a complimentary basis to certain issuers, as described above,^[14] is appropriate and consistent with the Act. Describing in the Exchange's rules the services available to listed companies, their associated values, and the length of time for which issuers are entitled to receive such services adds greater transparency to the Exchange's rules and will help to ensure that individual listed companies are not given specially negotiated packages of products or services to list, or remain listed, which would raise unfair discrimination issues under the Act.^[15] All listed companies will receive the complimentary services, including the use of the Exchange's headquarters, described on the Exchange's website. Further, the Exchange represents that offering the proposed complimentary services will not adversely affect the funding available for the Exchange's regulatory responsibilities.^[16] Accordingly, the Exchange will continue to be able to allocate sufficient resources to, and fully perform, all its regulatory obligations.

Section 6(b)(5) of the Act does not require that all issuers be treated the same; rather, the Act requires that the rules of an exchange not unfairly discriminate between issuers.^[17] The Commission has previously found that offering certain complimentary products and services to issuers that meet specified criteria was consistent with the Act.^[18] The Exchange states that it proposes to offer a one-time package of visibility and investor engagement products and services to issuers that have at least 160 million shares outstanding, as opposed to issuers with fewer shares outstanding, as they tend to be larger companies with a larger and more diversified shareholder base and thus have greater demand for visibility and engagement.^[19] Additionally, the Exchange states that other exchanges offer complimentary products and services to issuers on a tiered basis based on shares outstanding.^[20] For these reasons, the Commission finds that the complimentary services set forth in the proposed rule change, as modified by Amendment No. 1, are equitably allocated among issuers consistent with Section 6(b)(4) of the Act and do not unfairly discriminate between issuers consistent with Section 6(b)(5) of the Act.

The Exchange is responding to competitive pressures in the market for listings in making this proposal. The Exchange states that it recently reincorporated in the State of Texas and that issuers are increasingly interested in developing a presence in Texas.^[21] The Exchange also states that offering complimentary services will facilitate issuer engagement with investors and entice issuers to dually list on the Exchange.^[22] The Commission understands that the Exchange faces competition in the market for listing services, and that it may compete in part by providing complimentary services to its listed companies. Accordingly, the Commission finds that the proposed rule change, as modified by Amendment No. 1, reflects the current competitive environment for exchange listings among national securities exchanges, and is appropriate and consistent with Section 6(b)(8) of the Act.^[23]

IV. Solicitation of Comments on Amendment No. 1 to the Proposed Rule Change

Interested persons are invited to submit written data, views, and arguments concerning whether the proposed rule change, as modified by Amendment No. 1, 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-NYSETEX-2026-30 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-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 November 18, 2026.

V. Accelerated Approval of the Proposed Rule Change, as Modified by Amendment No. 1

The Commission finds good cause to approve the proposed rule change, as modified by Amendment No. 1, prior to the thirtieth day after the date of ( printed page 67890) publication of notice of the filing of Amendment No. 1 in the Federal Register . Amendment No. 1 sets forth additional support and clarifying details regarding the proposal. These changes (1) clarified that the visibility and investment engagement products and services will be offered on a one-time basis; (2) provided additional description and support for certain aspects of the proposal; and (3) made minor technical changes to improve the clarity and readability of the proposed rule change. Amendment No. 1 does not alter any substantive provisions of the remaining parts of the proposed rule change, or raise any regulatory issues substantially different from what is set forth in the Notice, which was subject to public comment.^[24] Further, the changes and additional discussion in Amendment No. 1 assist the Commission in evaluating the proposal and determining that it is consistent with the Act. Accordingly, the Commission finds good cause, pursuant to Section 19(b)(2) of the Act,^[25] to approve the proposed rule change, as modified by Amendment No. 1, on an accelerated basis.

VI. Conclusion

It is therefore ordered, pursuant to Section 19(b)(2) of the Act,^[26] that the proposed rule change (SR-NYSETEX-2026-30), as modified by Amendment No. 1, be and hereby is, approved on an accelerated basis.