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 October 14, 2026, NYSE American LLC (“NYSE American” 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 (a) amend Article I, Sections 1.05 and 1.06 of its operating agreement to reflect the change of the address of the registered office; (b) amend Article II, Section 2.02 of its operating agreement to change cross references; (c) amend Article II, Section 2.03(a) of its operating agreement to reflect the inclusion of Limited Underwriting Members as members, and (d) make certain clarifying, technical and conforming changes to the operating agreement. 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 Article I, Sections 1.05 (Registered Office) and 1.06 (Registered Agent) of the Thirteenth Amended and Restated Operating Agreement of the Exchange (“Operating Agreement”) to reflect the change of the address of the registered office; (b) amend Article II, Section 2.02 (Rules; Supervision of Member Organizations) of the Operating agreement to change cross references; (c) amend Article II, Section 2.03(a) (Board) of the Operating Agreement to reflect the inclusion of Limited Underwriting Members as members, and (c) make certain clarifying, technical and conforming changes to the operating agreement.

Proposed Amendments to Article I, Sections 1.05 and 1.06

The Exchange proposes to amend the Operating Agreement to make a technical change updating the address of the registered office of the registered agent in the state of Delaware. The changes are non-substantive technical administrative changes.

The Exchange is a limited liability company organized under the laws of the state of Delaware. As such, it has and maintains a registered office and registered agent in Delaware.^[4]

Article I, Section 1.05 of the Operating Agreement provides that the address of the registered office of the Exchange in the State of Delaware is ( printed page 68561) c/o United Agent Group Inc., 3411 Silverside Road, Tatnall Building No. 104, Wilmington, County of New Castle, State of Delaware, 19810. The Exchange proposes to amend such provision to provide that the address is c/o United Agent Group Inc., 1521 Concord Pike, Suite 201, Wilmington, County of New Castle, State of Delaware 19813.

Article I, Section 1.06 of the Operating Agreement provides that the address of the registered agent of the Exchange for service of process on the Exchange in the State of Delaware is Silverside Road, Tatnall Building No. 104, Wilmington, County of New Castle, State of Delaware 19810. The Exchange proposes to amend such provision to provide that the address is 1521 Concord Pike, Suite 201, Wilmington, County of New Castle, State of Delaware 19813.

Proposed Amendments to Article II, Section 2.02

The Exchange proposes to amend Section 2.02 to change the cross references. Currently, Section 2.02 refers to members and member organizations “as defined in Rule 18 and 24 of the Company, respectively” and to specialists and designated market makers “as defined in Rule 2 of the Company Rules”. Because the cross references are no longer correct, the Exchange proposes to make a more general reference to the Exchange's rules. The changes are non-substantive.

To that end, the Exchange proposes to make the following changes to the first two sentences of Section 2.02 (proposed additions italicized, proposed deletions in brackets):

In furtherance and not in limitation of the foregoing, the Board shall have general supervision over members and member organizations [(as defined in Rules 18 and 24 of the Company, respectively)] of the Company (collectively, “Member Organizations”) and over approved persons [(as defined in Rule 25 of the Company)] as these terms are defined in the Company's Rules in connection with their conduct with or affecting Member Organizations. The Board may examine into the business conduct and financial condition of Member Organizations, shall have supervision over partnership and corporate arrangements and over all offices of Member Organizations, whether foreign or domestic, and over all persons employed by such Member Organizations (and may, by affirmative vote of a majority of the Directors then in office, adopt, amend or repeal rules with respect to the employment, compensation and duties of such employees), shall have supervision relating to the collection, dissemination and use of quotations and of reports of prices on the exchange operated by the Company, shall have the power to approve or disapprove of any connection or means of communication with the floor and may require the discontinuance of any such connection or means of communication, may disapprove of any member acting as a specialist, designated market maker [(as defined in Rule 2 of the Company Rules)] (“DMM”) or odd lot dealer as these terms are defined in the Company's Rules, and may, by affirmative vote of a majority of the Directors then in office, adopt, amend or repeal any rules as it may deem necessary or appropriate in connection with any of the foregoing, including, without limitation, rules relating to: the discipline of Member Organizations, approved persons and registered and non-registered employees of Member Organizations for the violation of applicable law or the rules of the Company; and the arbitration of any controversy between parties who are Member Organizations and any controversy between a Member Organization and any other person arising out of the business of such Member Organization.

Proposed Amendments to Article II, Section 2.03(a)

The Exchange Act requires that every exchange have rules that “assure a fair representation of its members in the selection of its directors and administration of its affairs”.^[5] In compliance with this requirement, the Exchange sets forth, in Article II, Section 2.03(a) of its Operating Agreement, the process by which its fair representation directors, the “Non-Affiliated Directors,” are chosen. The Exchange now proposes to amend Article II, Section 2.03(a) of the Operating Agreement to ensure that it remains in compliance with the cited Exchange Act requirement.

More specifically, the Exchange proposes to amend the Operating Agreement consistent with a recent filing by the Exchange to add a new membership category known as “Limited Underwriting Members.” Limited Underwriting Members are a type of non-trading Exchange membership solely for the limited purpose of acting as a principal underwriter of an underwritten public offering.^[6] As such, they do not have trading permits. Accordingly, the Exchange proposes to amend Section 2.03(a)(iv) and (v) to state that member organizations that do not have trading permits may both sign petitions and vote in any election for fair representation directors. The proposed change is designed to ensure that all “members” (as defined in the Exchange Act) have “fair representation . . . in the selection of its directors and administration of its affairs”.^[7]

To that end, the Exchange proposes to make the following changes to Section 2.03(a) (proposed additions italicized):

(iv) Petition Candidates. * * * * * For purposes of determining whether a person has been endorsed by the requisite ten percent (10%) of signatures to be a Petition Candidate, each Member Organization in good standing shall be entitled to one signature for each 86 Trinity Permit (as the term is defined in the rules of the Company), equity trading permit or options trading permit issued by the Company owned by it , and each Member Organization in good standing that does not own a trading permit shall be entitled to one signature; provided, however, that no Member Organization, either alone or together with its affiliates as defined under Rule 12b-2 under the Exchange Act (“Affiliates”), may account for more than fifty percent (50%) of the signatures endorsing a particular Petition Candidate, and any signatures of such Member Organization, either alone or together with its Affiliates, in excess of such fifty percent (50%) limitation shall be disregarded.

(v) Voting. * * * * * For purposes of determining which candidates received the highest number of votes and therefore should be the Fair Representation Candidates nominated by the NYSE American DCRC, each Member Organization in good standing shall be entitled to one vote for each 86 Trinity Permit (as the term is defined in the rules of the Company), equity trading permit or options trading permit issued by the Company owned by it , and each Member Organization in good standing that does not own a trading permit shall be entitled to one vote; provided, however, that no Member Organization, either alone or together with its Affiliates, may account for more than twenty percent (20%) of the votes cast for a candidate, and any votes cast by such Member Organization, either alone or together with its Affiliates, in excess of such twenty percent (20%) limitation shall be disregarded.

The proposed change would make the Operating Agreement consistent with the operating agreement of the Exchange's affiliate New York Stock Exchange LLC. More specifically, Article II, Section 2.03(a)(iv) of the Fourteenth Amended and Restated ( printed page 68562) Operating Agreement of the New York Stock Exchange provides that “each Member Organization in good standing that does not own a Trading License shall be entitled to one signature” and Section 2.03(a)(v) of the same operating agreement provides that “each Member Organization in good standing that does not own a Trading License shall be entitled to one vote”.^[8]

Additional Proposed Amendments

The Exchange proposes to make the following non-substantive technical and conforming changes to the title, recitals and signature page of the Operating Agreement:

• Update references to the “Thirteenth Amended and Restated Operating Agreement” to the “Fourteenth Amended and Restated Operating Agreement.”
• Update the dates in the introduction and signature line.
• Update the recitals.

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act,^[9] in general, and furthers the objectives of Section 6(b)(1) ^[10] in particular, in that it enables the Exchange to be so organized as to have the capacity to be able to carry out the purposes of the Exchange Act and to comply, and to enforce compliance by its exchange members and persons associated with its exchange members, with the provisions of the Exchange Act, the rules and regulations thereunder, and the rules of the Exchange. The Exchange also believes that the proposed rule change is consistent with Section 6(b)(3) of the Exchange Act,^[11] in that it would ensure a fair representation of its members in the selection of its directors and administration of its affairs. The Exchange also believes that the proposed rule change is consistent with Section 6(b)(5) of the Exchange 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 mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest.

The proposed rule changes to Article I, Article II, Section 2.02, and the additional proposed amendments (together, the “Non-Substantive Changes”) are non-substantive changes that do not impact the governance or ownership of the Exchange. The Exchange believes that the proposed Non-Substantive Changes would enable the Exchange to continue to be so organized as to have the capacity to carry out the purposes of the Exchange Act and comply and enforce compliance with the provisions of the Exchange Act by its members and persons associated with its members, because identifying the registered office in Delaware, making cross-references more accurate, and making conforming changes to the title and date of the Operating Agreement would contribute to the orderly operation of the Exchange by adding clarity and transparency to its rules.

The proposed rule change to Sections 2.03(a)(iv) and (v) would be consistent with the recent filing setting forth, among other things, that Limited Underwriting Members are members, consistent with the definition of “member” in the Exchange Act, by stating that member organizations that do not have trading permits may both sign petitions and vote in any election for fair representation directors.

The proposed rule change to Sections 2.03(a)(iv) and (v) would allow the Exchange to ensure that all “members” (as defined in the Exchange Act) have “fair representation . . . in the selection of its directors and administration of its affairs” ^[13] by including member organizations that do not have trading permits. The proposed rule change would allow the Exchange to ensure that it remains in compliance with the cited Exchange Act requirement and make the Operating Agreement consistent with the rules of the Exchange. What is more, the change proposed is based on, and would be consistent with, the wording in the operating agreement of the New York Stock Exchange LLC.

The Exchange believes that the proposed rule change would remove impediments to and perfect the mechanism of a free and open market and a national market system. The proposed Non-Substantive Changes would ensure that market participants can more easily navigate, understand and comply with the governing documents of the Exchange. The proposed rule change to Sections 2.03(a)(iv) and (v) would make the Operating Agreement consistent with the rules of the Exchange and therefore would ensure that market participants can more easily navigate, understand and comply with the governing documents of the Exchange.

The Exchange believes that, by ensuring that the rules accurately identify the registered office in Delaware, making cross-references more accurate, making conforming changes to the title and date of the Operating Agreement, and making the Operating Agreement consistent with the rules of the Exchange, the proposed rule change would reduce potential investor or market participant confusion. The proposed changes would make the Operating Agreement consistent with the rules of the Exchange and therefore would not be inconsistent with the public interest and the protection of investors because investors will not be harmed and in fact would benefit from increased transparency and clarity, thereby reducing potential confusion.

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 Exchange Act. The proposed rule change is not intended to address competitive issues but rather is concerned solely with making non-substantive changes to the Operating Agreement and making the Operating Agreement consistent with the rules of the Exchange.

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 ( printed page 68563) 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.^[16]

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) ^[17] 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-NYSEAMER-2026-92 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-NYSEAMER-2026-92. 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-NYSEAMER-2026-92 and should be submitted on or before November 20, 2026.