NYSE Texas Proposed Rule Change on Limited Underwriting Member Fees

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March 12, 2026. 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 March 6, 2026, the NYSE Texas, Inc. (“NYSE Texas” or “Exchange”) filed with the Securities
and Exchange Commission (“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 adopt a fee for Limited Underwriting Members as defined in recently adopted Article 3, Rule 20. The
Exchange proposes to implement the fee changes effective March 6, 2025. 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 adopt a fee for Limited Underwriting Members as defined in recently adopted Article 3, Rule 20 (Limited
Underwriting Members and Associated Persons). As proposed, registered brokers or dealers that become Limited Underwriting
Members pursuant to Article 3, Rule 20 would be eligible for a $250 per month fee from the month an application is approved.

The Exchange proposes to implement the fee changes effective March 6, 2025.

Background

Current Market and Competitive Environment

The Exchange operates in a highly competitive market. The Commission has repeatedly expressed its preference for competition
over regulatory intervention in determining prices, products, and services in the securities markets. In Regulation NMS, the
Commission highlighted the importance of market forces in determining prices and SRO revenues and, also, recognized that current
regulation of the market system “has been remarkably successful in promoting market competition in its broader forms that
are most important to investors and listed companies.” (4)

While Regulation NMS has enhanced competition, it has also fostered a “fragmented” market structure where trading in a single
stock can occur across multiple trading centers. When multiple trading centers compete for order flow in the same stock, the
Commission has recognized that “such competition can lead to the fragmentation of order flow in that stock.” (5) Indeed, cash equity trading is currently dispersed across 16 exchanges, (6) numerous alternative trading systems, (7) and broker-dealer internalizers and wholesalers, all competing for order flow. Based on publicly-available information, no
single exchange currently has more than 20% market share. (8) Therefore, no exchange possesses significant pricing power in the execution of cash equity order flow. More specifically,
the Exchange's share of executed volume of equity trades in Tapes A, B and C securities is less than 12%. (9)

The Exchange believes that the ever-shifting market share among the exchanges from month to month demonstrates that market
participants can move order flow or discontinue or reduce use of certain categories of products, in response to fee changes.

Moreover, in the current competitive market environment, market participants also have a choice of where to become members.

Proposed Rule Change

The Exchange proposes to introduce a $250 per month fee for registered brokers or dealers that qualify to become Limited Underwriting
Members pursuant to Article 3, Rule 20. (10) The proposed fee would begin the month in which a Limited Underwriting Member's application is approved. The proposed fee
would be available to all applicants approved as Limited Underwriting Members on an equal and non-discriminatory basis. The
proposed fee is also less than that of the other national securities exchange that offers a limited underwriter membership. (11) Limited Underwriting Members would not be subject to any other Exchange fees.

The proposed change is not otherwise intended to address other issues, and the Exchange is not aware of any significant problems
that market participants would have in complying with the proposed change.

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act, (12) in general, and furthers the objectives of Sections 6(b)(4) and (5) of the Act, (13) in particular, because it provides for the equitable allocation of reasonable dues, fees, and

  other charges among its members, issuers and other persons using its facilities and does not unfairly discriminate between
  customers, issuers, brokers or dealers.

The Proposed Change Is Reasonable

As discussed above, the Exchange operates in a highly fragmented and competitive market where market participants have, among
other things, a choice of where to become members. Considering the competitive environment in which the Exchange currently
operates, the Exchange believes that there is value in attracting additional brokers or dealers to act as principal underwriters
of an underwritten public offering on the Exchange and that the proposed fee is reasonable. As noted above, the proposed fee
is less than that of the other national securities exchange that offers a limited underwriter membership. (14) The Exchange also believes that the proposed fee is reasonable because Limited Underwriting Members would not be subject to
any other Exchange fees.

The Proposed Fee Is Equitably Allocated and Not Unfairly Discriminatory

The Exchange believes that the proposed fee equitably allocates fees and credits among market participants because all market
participants that participate on the Exchange as Limited Underwriting Members would qualify for the same proposed fee on an
equal basis. Similarly, the proposed fee is equitable and not unfairly discriminatory because it will apply uniformly to all
Participants that are Limited Underwriting Members, and all similarly situated Participants will be subject to the same fee.
Further, the Exchange believes that the proposed fee is reasonable and equitable because Limited Underwriting Members would
not be subject to any other Exchange fees.

Finally, the Exchange believes that it is subject to significant competitive forces, as described below in the Exchange's
statement regarding the burden on competition.

For the foregoing reasons, the Exchange believes that the proposal is consistent with the Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

In accordance with Section 6(b)(8) of the Act, (15) the Exchange believes that the proposed rule change would not impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.

Intramarket Competition. The proposed change is designed to attract additional members to the Exchange. The proposed fee change will not impact intramarket
competition because it will apply to all similarly situated market participants, and, as such, the proposed change would not
impose a disparate burden on competition among market participants on the Exchange. As noted, the proposal would apply to
all similarly situated Participants that are Limited Underwriting Members on the same and equal terms, who would be subject
to the same fee on the same basis. Accordingly, the proposed change would not impose a disparate burden on competition among
market participants on the Exchange.

Intermarket Competition. The Exchange's proposed membership fee will be lower than the cost of a comparable membership on another exchange as described
above and may stimulate intermarket competition by attracting interested participants to become Limited Underwriting Members
on the Exchange. The Exchange operates in a highly competitive market in which market participants can readily choose to become
members of another exchange if they deem fee levels at those other venues to be more favorable. In such an environment, the
Exchange must continually adjust its fees to remain competitive. Because competitors are free to modify their own fees and
credits in response, and because market participants may readily select membership on a competitor over the Exchange, the
Exchange does not believe its proposed fee change can impose any burden on intermarket competition.

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

Pursuant to Section 19(b)(3)(A)(ii) of the Act, (16) and Rule 19b-4(f)(2) thereunder (17) the Exchange has designated this proposal as establishing or changing a due, fee, or other charge imposed on any person, whether
or not the person is a member of the self-regulatory organization, which renders the proposed rule change effective upon filing.
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.

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 (https://www.sec.gov/rules/sro.shtml); or

• Send an email to rule-comments@sec.gov. Please include file number SR-NYSETEX-2026-08 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-2026-08. 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 (https://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-2026-08 and should be submitted on or before April 7, 2026.

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 18

Sherry R. Haywood, Assistant Secretary. [FR Doc. 2026-05129 Filed 3-16-26; 8:45 am] BILLING CODE 8011-01-P

Footnotes

(1) 15 U.S.C. 78s(b)(1).

(2) 15 U.S.C. 78a.

(3) 17 CFR 240.19b-4.

(4) See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496, 37499 (June 29, 2005) (File No. S7-10-04) (Final Rule)
(“Regulation NMS”).

(5) See Securities Exchange Act Release No. 61358, 75 FR 3594, 3597 (January 21, 2010) (File No. S7-02-10) (Concept Release on Equity
Market Structure).

(6) See Cboe U.S. Equities Market Volume Summary, available at https://markets.cboe.com/us/equities/market_share. See generally https://www.sec.gov/fast-answers/divisionsmarketregmrexchangesshtml.html.

(7) See FINRA ATS Transparency Data, available at https://otctransparency.finra.org/otctransparency/AtsIssueData. A list of alternative trading systems registered with the Commission is available at https://www.sec.gov/foia/docs/atslist.htm.

(8) See Cboe Global Markets U.S. Equities Market Volume Summary, available at https://markets.cboe.com/us/equities/market_share/.

(9) See id.

(10) A Limited Underwriting Member is a type of non-trading Exchange membership solely for the limited purpose of acting as a
principal underwriter of an underwritten public offering in connection with which a company seeks to list on the Exchange.
Any registered broker or dealer with a disciplinary history satisfactory to the Exchange can become a Limited Underwriting
Member, except such registered brokers or dealers as are excluded under Article 3, Rule 1(b) (Qualifications). A Limited Underwriting
Member is subject to Exchange jurisdiction solely for purposes of Article 3, Rule 20 and the rules enumerated in subsection
(c)(1) thereof.

(11) The proposed fee equals $3,000 annually. Nasdaq Limited Underwriting Members are subject to an annual membership fee of $5,000
plus a $2,000 application fee. See Nasdaq Equity Rule 7, Section 10(a).

(12) 15 U.S.C. 78f(b).

(13) 15 U.S.C. 78f(b)(4) & (5).

(14) See note 11, supra.

(15) See 15 U.S.C. 78f(b)(8).

(16) 15 U.S.C. 78s(b)(3)(A)(ii).

(17) 17 CFR 240.19b-4.

(18) 17 CFR 200.30-3(a)(12).

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