Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),^[1] and Rule 19b-4 thereunder,^[2] notice is hereby given that on October 22, 2026, Nasdaq Texas, LLC (“Nasdaq Texas” or “Exchange”) filed with the Securities and Exchange Commission (“SEC” or “Commission”) the proposed rule change as described in Items I, II, and III, below, which Items have been prepared by the Exchange. 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 Equity 4, Rule 4120, to align it with that of The Nasdaq Stock Market LLC.

The text of the proposed rule change is available on the Exchange's website at listingcenter.nasdaq.com/​rulebook/​nasdaqtx/​rulefilings, 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 Exchange 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 these 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 aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

1. Purpose

When in September of this year the Exchange updated its rulebook at Equity 1 and Equity 4 to more closely align those rules with the equivalent rules of The Nasdaq Stock Market LLC (“Nasdaq”),^[3] in anticipation of the Exchange becoming a primary listing venue in 2027, the Exchange mistakenly copied an obsolete version of Nasdaq Equity 4, Rule 4120.

The Commission had approved the current version of Nasdaq Equity 4, Rule 4120, back in 2022.^[4] However, this version of the rule did not become operative until August of this year.^[5] This delay in making the 2022 changes operative on Nasdaq led to the Exchange mistakenly copying in its September 2026 filing an obsolete version of Nasdaq Equity 4, Rule 4120. The Exchange proposes to correct this mistake in this filing.

The Exchange proposes to replace in its entirety its current version of Equity 4, Rule 4120, with the version of that rule that is currently found in the Nasdaq rulebook. Therefore, the new ( printed page 69295) version of Nasdaq Texas Equity 4, Rule 4120, would be structured as follows:

1. Section (a) (Definitions) defines certain terms that are used in the rule.

2. Section (b) (Regulatory Halts) establishes the Exchange's authority to initiate regulatory halts or pauses in various circumstances, including: halts provided for by the applicable SIP Plan; discretionary Regulatory Halts relating to issuer information, material news, initial public offerings, index warrants, derivative securities products, foreign securities, market disruptions, and Initial ETP Opens; and mandatory Regulatory Halts relating to dissemination issues for derivative securities products, the Limit Up-Limit Down Mechanism, market-wide circuit breakers, Equity Investment Tracking Stocks and Subscription Receipts, and reverse stock splits.^[6]

3. Section (c) (Operational Halts) establishes the Exchange's authority and procedures for initiating and terminating Operational Halts, including: the circumstances in which Nasdaq Texas may declare an Operational Halt, notification to the SIP when Nasdaq Texas has concerns about collecting and transmitting quotation or transaction information or has declared an Operational Halt or suspension, and the procedures for resuming trading when Nasdaq Texas determines that trading may resume in a fair and orderly manner.

The changes that the Exchange would make to the Nasdaq rule to tailor it to the Exchange would be the following:

1. Modify references to the operating hours and trading sessions of the Exchange, so that they correctly reflect those of Nasdaq Texas. This includes not carrying over language in Nasdaq Equity 4, Rule 4120, that pertains to Nasdaq's upcoming transition to trading 23 hours a day, 5 days a week.

2. Eliminate references to a direct listing with capital raise, as that option is not present in the Nasdaq Texas rulebook.

3. Update references to “Nasdaq” with “Nasdaq Texas.”

Additionally, the Exchange will not copy references to the CORE FIX order entry protocol that are currently present in Nasdaq Equity 4, Rule 4120. This is because the Exchange, Nasdaq, and Nasdaq PHLX LLC will be imminently submitting separate filings to abandon their plans to deploy the CORE FIX order entry protocol, due to a lack of interest by exchange participants. Therefore, it makes no sense for the Exchange to copy references to CORE FIX in Nasdaq Equity 4, Rule 4120, that will soon become obsolete.^[7]

2. Statutory Basis

The Exchange believes that its proposal is consistent with Section 6(b) of the Act,^[8] in general, and furthers the objectives of Section 6(b)(5) of the Act,^[9] in particular, in that it is designed to promote just and equitable principles of trade, 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 proposed rule change will remove impediments to, and perfect the mechanism of, a free and open market and a national market system by aligning the Exchange's rulebook at Equity 4, Rule 4120, with the substantially similar rule of Nasdaq, which was previously approved by the Commission, finding it to be consistent with the Act.

The proposal is also consistent with Section 6(b)(5) because it is designed to promote clarity, consistency, and transparency for Participants, issuers, and market participants by replacing stale rule text with the version of Equity 4, Rule 4120, that reflects the Commission-approved Nasdaq framework and the intervening updates already incorporated into Nasdaq's current operative rule. The Commission previously approved Nasdaq's Rule 4120 framework to add categories of regulatory and operational halts, reorganize Rule 4120, incorporate provisions of the applicable equity data plans, and make conforming changes to related rules. In approving that framework, the Commission recognized that the revisions promote a clear and uniform approach to trading halts, improve coordination and certainty among plan participants and market participants, enhance the resiliency and integrity of market systems, and promote fair and orderly markets and investor protection. Nasdaq Texas's proposal advances those same objectives because it would adopt a substantially similar halt framework while tailoring only the exchange name, trading session terminology, and other conforming elements needed to reflect the Exchange's existing rules and operations. The Exchange therefore believes the proposal will reduce confusion, support consistent cross-market halt and resumption procedures, and help Participants understand when the Exchange may halt, pause, or resume trading and how related rules will operate.

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 not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change will align the Exchange's rulebook at Equity 4, Rule 4120, with the substantially similar rule of Nasdaq. The proposed rule will apply equally to all Participants of the Exchange. The Exchange does not believe the proposed rule change will impose an undue burden on intermarket competition because it is designed to align Nasdaq Texas's rule text with the substantially similar Nasdaq rule and to support harmonized halt and resumption procedures across markets. The proposal also will not impose an undue burden on intramarket competition because it is generally conforming, organizational, or cross-referential in nature and will apply equally to all Participants and market participants subject to the affected rules. The Exchange is not proposing to change the competitive operation of its market or to treat any category of Participant differently; rather, the proposal will make the Exchange's rulebook easier to understand and will reduce the potential for confusion by adopting a framework that the Commission has previously approved for Nasdaq and by tailoring it only as necessary to Nasdaq Texas's naming conventions, trading sessions, and rulebook structure.

C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others

No written comments were either solicited or received. ( printed page 69296)

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 from 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 ^[10] and subparagraph (f)(6) of Rule 19b-4 thereunder.^[11]

At any time within 60 days of the filing of the 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 to determine whether the proposed rule 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-NasdaqTX-2026-050 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-NasdaqTX-2026-050. 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-NasdaqTX-2026-050 and should be submitted on or before November 24, 2026.