[Federal Register Volume 91, Number 60 (Monday, March 30, 2026)]
[Notices]
[Pages 15681-15682]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-06045]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105081; File No. SR-NasdaqTX-2026-010]
Self-Regulatory Organizations; Nasdaq Texas, LLC; Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Establish
Dual Listing Fees for the Exchange
March 25, 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 March 23, 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.
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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 establish dual listing fees for the
Exchange, as described further below. The text of the proposed rule
change is available on the Exchange's website at https://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
On February 27, 2026, the Commission approved Nasdaq Texas' removal
of its existing listing rules and establishment of new listing
standards.\3\ In conjunction with the adopted rules, Nasdaq Texas
initially will dually list companies and therefore is proposing to
establish listing fees for companies that dually list one of more
classes of securities on Nasdaq Texas. Specifically, the Exchange
proposes to establish Rule 5920 for dual listing fees.
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\3\ See Securities Exchange Act Release No. 104907 (Feb. 27,
2026), 91 FR 10657 (March 4, 2026) (approving SR-BX-2026-004).
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Proposed Rule 5920(a) will require each company dually listing one
or more classes of securities on Nasdaq Texas to pay a single entry fee
of $10,000, regardless of the number of classes listed. The Exchange
proposes to waive this fee for any company listing on or before
December 31, 2026. Any company that is dually listed on Nasdaq Texas
during the waiver period and continues to maintain dual listing status
on or after January 1, 2027, will be exempt from paying the proposed
single entry fee of $10,000 in any subsequent year. Proposed Rule
5920(b) will require a company with one or more classes of securities
dually listed on Nasdaq Texas to pay a single annual fee of $2,500,
regardless of the number of classes listed, assessed on January 1st of
each year. If a company is listed on January 1st, the company will owe
the annual listing fee for the entire year, even if the company delists
all its classes of securities or is removed before the company is
billed or pays the fee for that year. In the first year of a company's
listing of one or more classes of securities, this fee will be prorated
based on the month of listing. The Exchange is also proposing to waive
this fee until December 31, 2026. All companies dually listed on Nasdaq
Texas, including companies listed during the waiver period will be
subject to the annual fee on or after January 1, 2027. The Exchange's
costs to service these listings include conducting the required
associated regulatory oversight, and Nasdaq Texas' advocacy efforts on
behalf of the public company model. In establishing these fees, Nasdaq
Texas also considered the competitive atmosphere in which the Exchange
operates. The Exchange believes that the benefits issuers will receive
from their affiliation with Nasdaq Texas through a dual listing are
consistent with the proposed fees. The Exchange hopes that by waiving
the proposed fees until December 31, 2026, it will incentivize
companies to dually list their securities on the recently established
Nasdaq Texas.
[[Page 15682]]
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\4\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\5\ in particular, in that it provides
for the equitable allocation of reasonable dues, fees and other charges
among members and issuers and other persons using any facility, and is
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(4) and (5).
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As a preliminary matter, Nasdaq Texas notes that the Exchange
operates in a highly competitive marketplace for the listing of
companies.\6\ The Commission has repeatedly expressed its preference
for competition over regulatory intervention in determining prices,
products, and services in the securities markets. The Exchange believes
that the ever-shifting market share among exchanges with respect to new
listings and the transfer of existing listings between competitor
exchanges demonstrates that issuers can choose different listing
markets in response to fee changes. Moreover, new competitors can enter
the space, including existing exchanges without listing programs.\7\
Accordingly, competitive forces constrain the Exchange's listing fees
which can have a direct effect on the ability of Nasdaq Texas to
compete for new listings.
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\6\ The Justice Department has noted the intense competitive
environment for exchange listings. See ``NASDAQ OMX Group Inc. and
Intercontinental Exchange Inc. Abandon Their Proposed Acquisition of
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16,
2011), available at http://www.justice.gov/atr/public/press_releases/2011/271214.htm.
\7\ In that regard, Nasdaq Texas notes that NYSE Chicago was
recently rebranded as NYSE Texas and instituted a dual listing
program. See Securities Exchange Act Release No. 102507 (Feb. 28,
2025), 90 FR 11445 (March 6, 2025) (SR-NYSECHX-2025-001). Similarly,
the Texas Stock Exchange announced its plans to be a fully
electronic national securities exchange providing a venue to list
and trade public companies and the exchange-traded products. See
https://www.txse.com/about-us.
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Nasdaq Texas believes that proposed Listing Rule 5920 establishing
dual listing fees as set forth above are reasonable, equitable and not
unfairly discriminatory because the fees are in line with other dual
listing exchanges and will apply equally to all listed companies dually
listed on Nasdaq Texas.\8\ Additionally, Nasdaq Texas notes that it
incurs general costs to support listed companies and conduct the
required associated regulatory oversight. The Exchange also believes
that it is reasonable, equitable and not unfairly discriminatory to
waive the dual listing fees until December 31, 2026 because the
Exchange hopes that by waiving the proposed fees for the remainder of
the year, it will incentivize companies to dually list their securities
and the waiver will apply equally to all listed companies. Companies
that list on Nasdaq Texas by December 31, 2026 will not have to pay an
entry fee on January 1.
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\8\ For example, NYSE Texas charges an entry fee of $15k and a
variable annual fee between $1,250 and $5,000 per class of
securities and Nasdaq Texas is charging a flat fee regardless of the
number of classes of securities that a company lists. See Article
22, Rule 2 of the Rules of NYSE Texas, Inc.
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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 market for listing services
is extremely competitive and listed companies may freely choose
alternative venues, both within the U.S. and internationally. For this
reason, Nasdaq Texas does not believe that the proposed rule change
will result in any burden on competition for dual listings. The
Exchange also does not believe that the proposed rule change will have
any meaningful impact on competition among dually listed companies
because all similarly situated companies will be charged the same fee.
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.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\9\ 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: (i) necessary or appropriate in the public interest; (ii)
for the protection of investors; or (iii) 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.
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\9\ 15 U.S.C. 78s(b)(3)(A)(ii).
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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-NasdaqTX-2026-010 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-2026-010. 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-NasdaqTX-2026-010 and should be
submitted on or before April 20, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-06045 Filed 3-27-26; 8:45 am]
BILLING CODE 8011-01-P