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 22, 2026, NYSE National, Inc. (“NYSE National” 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 the bylaws of the Exchange to (a) remove the requirement that the fair representation director be an ETP Holder or Person Associated with an ETP Holder; (b) make a conforming change to the title; and (c) update a cross reference. 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 the Eighth Amended and Restated By-laws of the Exchange (the “Bylaws”) to (a) remove the requirement that the fair representation director be an ETP Holder or Person Associated with an ETP Holder; ^[4] (b) make a conforming change to the title; and (c) update a cross reference.

Nominating Committee

The Exchange proposes to remove the requirement, in the first sentence of Article III, Section 3.4(b) (Nomination and Election), that the Nominating Committee ^[5] publish the names of ETP Holders or Persons Associated with an ETP Holder as its nominee for Non-Affiliated Director.^[6] Rather, it would be able to name the individual of its choice as its nominee.

Currently, the Nominating Committee is limited to someone who is currently an ETP Holder or Person Associated with an ETP Holder. For example, the Nominating Committee cannot name someone who was until recently, but is not at present, a Person Associated with an ETP Holder. The proposed change would give the Nominating Committee more options: they still could name an ETP Holder or Person Associated with an ETP Holder Participant but could name another individual as well.

The Exchange proposes to amend the first sentence of Article III, Section ( printed page 69002) 3.4(b) so that the Nominating Committee may name individuals of its choice as nominees. More specifically, the Exchange proposes to make the following change (proposed addition underlined, proposed deletion in brackets):

The Nominating Committee shall publish the name(s) of one or more [ETP Holders or Persons Associated with an ETP Holder (in any combination)] individuals as its nominee(s) for Non-Affiliated Directors of the Board of Directors of the Exchange.

The proposed change would be consistent with the New York Stock Exchange LLC and NYSE American LLC, affiliates of the Exchange, which have no equivalent requirement.^[7] The Exchange notes that the proposed change also would be consistent with the governing documents of other self-regulatory organizations, such as the Nasdaq Stock Market LLC ^[8] and CBOE BYX Exchange, Inc.^[9]

Title

The Exchange proposes to make a non-substantive technical and conforming change to the title of the Bylaws, to replace “Eighth” with “Ninth.”

Cross Reference

The Exchange proposes to make a non-substantive corrective change to a cross-reference in Article V, Section 5.7, from a reference to Section 3.5 (Chairman) to a reference to Section 3.4. Section 3.5, which the section currently refers to, does not address the Nominating Committee “approving and submitting names of candidates for election to the position of Non-Affiliated Director” unlike Section 3.4, which does.

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Exchange Act,^[10] in general, and furthers the objectives of Section 6(b)(1) ^[11] 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 believes that the proposed rule change is consistent with Section 6(b)(3) of the Exchange Act,^[12] 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,^[13] 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 Exchange believes that the change would enable it to be so organized as to have the capacity to be able to carry out the purposes of the Exchange Act and would ensure a fair representation of its members in the selection of its directors and administration of its affairs because it would allow the Nominating Committee to name the individuals of its choice as its nominees, and not be limited to individuals that are currently ETP Holders or Persons Associated with an ETP Holder. The proposed changes would allow the Exchange to ensure that it remains in compliance with the Exchange Act.^[14]

The Exchange believes that for the same reason the rule change would 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 it would remove the limitation, and therefore give the Nominating Committee more options.

The proposed change to Section 3.4(b) would make the Bylaws consistent with the New York Stock Exchange LLC and NYSE American LLC, affiliates of the Exchange, which have no equivalent requirement.^[15]

The proposed change to the title and cross-reference in Section 5.7 (“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 making the Non-Substantive Changes would contribute to the orderly operation of the Exchange by adding clarity and transparency to the Bylaws, ensuring that market participants can more easily navigate, understand and comply with the governing documents of the Exchange. For the same reason, the Exchange believes that the proposed Non-Substantive Changes would 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. The proposed rule changes would reduce potential investor or market participant 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 ensuring that the Nominating Committee has more options in naming its nominees and making Non-Substantive changes to the Bylaws.

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 ^[16] and Rule 19b-4(f)(6) thereunder.^[17] 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 ( printed page 69003) 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.^[18]

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) ^[19] 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-NYSENAT-2026-28 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-NYSENAT-2026-28. 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-NYSENAT-2026-28 and should be submitted on or before November 23, 2026.