[Federal Register Volume 91, Number 27 (Tuesday, February 10, 2026)]
[Notices]
[Pages 5968-5969]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-02582]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104771; File No. SR-NYSENAT-2026-03]
Self-Regulatory Organizations; NYSE National, Inc.; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend the
NYSE National Schedule of Fees and Rebates
February 5, 2026.
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 January 30, 2026, NYSE National, Inc. (``NYSE National'' or the
``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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend the NYSE National Schedule of Fees
and Rebates (``Fee Schedule'') to conform with a recent amendment to
Rule 610 of Regulation NMS recently approved by the Securities and
Exchange Commission (``SEC'' or the ``Commission'').\3\ The proposed
rule change is available on the Exchange's website at www.nyse.com, and
at the principal office of the Exchange.
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\3\ See Securities Exchange Act Release No. 101070 (September
18, 2024), 89 FR 81620 (October 8, 2024) (S7-30-22).
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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 Fee Schedule to conform with a
recent amendment to Rule 610 of Regulation NMS (``Reg NMS'') recently
approved by the Commission. The Exchange proposes to implement the fee
change effective February 2, 2026.
In 2022, the Commission proposed to amend certain rules under Reg
NMS after taking into account the availability of ``[n]ew data
processing and communications techniques [that] create the opportunity
for more efficient and effective market operations'' \4\ and that is in
the public interest, appropriate for investor protection and the
maintenance of fair and orderly markets to assure ``economically
efficient execution of securities transactions,'' ``fair competition
among brokers and dealers, among exchange markets,'' and ``the
practicality of brokers executing investors' orders in the best
market.'' \5\ These changes included an amendment to Rule 610 of Reg
NMS that prohibits a national securities exchange from imposing, or
permitting to be imposed, any fee, or providing, or permitting to be
provided, any rebate or other renumeration for the execution of an
order in an NMS stock unless such fee, rebate, or other renumeration
can be determined at the time of execution.\6\ As amended, Rule 610 of
Reg NMS provides that any national securities exchange that imposes a
fee or provides a rebate that is based on a certain volume threshold,
or establishes tier requirements or tiered rates based on minimum
volume thresholds, would be required to set such volume thresholds or
tiers using volume achieved during a stated period prior to the
assessment of the fee or rebate.
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\4\ 15 U.S.C. 78k-1(a)(1)(B).
\5\ 15 U.S.C. 78k-1(a)(1)(c)(i), (ii), and (iv).
\6\ See Release No. 101070, 89 FR at 81680.
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These amendments to Rule 610 of Reg NMS were to become effective on
November 3, 2025, the first business day of November 2025. On October
31, 2025, the Commission provided temporary exemptive relief to the
exchanges to adjust their fee schedules to comply with the requirements
of Rule 610 that exchange fees be determinable at the time of execution
until the first business day of February 2026.\7\
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\7\ See Securities Exchange Act Release No. 104172 (October 31,
2025), 90 FR 51418 (November 17, 2025) (Order Granting Temporary
Exemptive Relief, Pursuant to Section 36(a)(1) of the Securities
Exchange Act of 1934 and Rules 610(f) and 612(d) of Regulation NMS,
From Compliance With Rule 600(b)(89)(i)(F), Rule 610(c), Rule 610(d)
and Rule 612 of Regulation NMS, as Amended). The lapse in
appropriations began on October 1, 2025, and ended on November 12,
2025.
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To conform to Rule 610 of Reg NMS, the Exchange proposes to amend
its Fee Schedule to add a new bullet point to the list of bullet points
at the top of the Fee Schedule to provide:
All transaction tier calculations to determine the fee/
rebate an ETP Holder will incur/earn for the billing month are based on
the ETP Holder's trading activity in the prior month, unless otherwise
specified.
As noted above, the changes proposed herein are intended to conform
to Rule 610 of Reg NMS to enable market participants to determine what
fee or rebate level would be applicable to any submitted order at the
time of execution. The Exchange does not propose any other changes to
the Fee Schedule.
[[Page 5969]]
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\8\ in general, and furthers the
objectives of Sections 6(b)(4) and (5) of the Act,\9\ 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.
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\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(4) and (5).
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As described above, the proposed amendments to the Exchange's Price
List are being made to conform with recent amendments to Rule 610 of
Reg NMS that all exchange fees and rebates to be determinable at the
time of execution. The changes proposed herein are thus designed to
enable market participants to determine what fee or rebate level would
be applicable to any submitted order at the time of execution as
required by the Act. The proposed rule change would provide clarity to
market participants, including investors, to determine what fee or
rebate level would be applicable to any submitted order at the time of
execution and therefore remove impediments to and perfect the mechanism
of a free and open market and a national market system by ensuring that
the Exchange's Fee Schedule properly reflect the requirements of Rule
610 of Reg NMS. The Exchange also believes that the proposed rule
change would remove impediments to and perfects the mechanism of a free
and open market by ensuring that market participants and the investing
public can more easily navigate and understand the Exchange's Fee
Schedule. The proposed rule change 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 the increased transparency
and clarity, thereby reducing potential confusion. Finally, by
providing greater determinism to the Exchange's Price List consistent
with Rule 610(d) of Reg NMS, the Exchange believes that the proposed
fee change is therefore reasonable. Moreover, since the proposed
changes would apply equally to all member organizations on an equal and
non-discriminatory basis, the Exchange further believes that the
proposal equitably allocates fees and credits among market participants
and is not unfairly discriminatory.
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
The Exchange does not believe that the proposed rule changes will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act.
The Exchange believes the proposed rule change does not impose any
burden on intramarket or intermarket competition that is not necessary
or appropriate in furtherance of the purposes of the Act. The proposed
rule change to amend the Exchange's Fee Schedule to conform to a recent
amendment to Rule 610 of Reg NMS is not intended to address competitive
issues but rather is concerned solely with ensuring that the Exchange's
Fee Schedule properly reflects the requirements of Rule 610 of Reg NMS
that is to be implemented in February 2026.
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,\10\ and Rule 19b-
4(f)(2) thereunder \11\ 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.
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\10\ 15 U.S.C. 78s(b)(3)(A)(ii).
\11\ 17 CFR 240.19b-4.
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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 [email protected]. Please include
file number SR-NYSENAT-2026-03 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-2026-03. 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-NYSENAT-2026-03 and should be submitted
on or before March 3, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2026-02582 Filed 2-9-26; 8:45 am]
BILLING CODE 8011-01-P