[Federal Register Volume 91, Number 95 (Monday, May 18, 2026)]
[Notices]
[Pages 28683-28690]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-09862]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105480; File No. SR-NasdaqTX-2026-021]
Self-Regulatory Organizations; Nasdaq Texas, LLC; Notice of
Filing of a Proposed Rule Change To Adopt Rules To Permit the Listing
and Trading of Exchange-Traded Products on the Exchange
May 13, 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 May 4, 2026, Nasdaq Texas, LLC (``Nasdaq Texas'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II, 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 its rules to permit the listing and
trading of certain Exchange-Traded Products (``ETPs''). The proposed
ETP rules are based on and substantially similar to the rules of the
Exchange's affiliate, The Nasdaq Stock Market LLC (``Nasdaq''), and are
designed to establish comprehensive listing standards for ETPs on the
Exchange.
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.
[[Page 28684]]
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Nasdaq Texas proposes to amend its rules to permit the listing and
trading of certain ETPs on the Exchange. The proposed rule changes
would adopt the initial and continued listing standards for these
products in the proposed Rule 5700 Series and will be based on Nasdaq's
Rule 5700 Series without substantive change. In connection with these
changes, the Exchange also proposes to delete redundant listing rules
in Equity 3A, and amend Equity 4, Rule 4120 to update the definition of
``Derivatives Securities Product'' therein and add ETP halt rules that
are substantially similar to Nasdaq's ETP halt rules.
Background
The Exchange was recently established by converting Nasdaq BX, Inc.
to a limited liability corporation operated and governed by Texas state
laws and renaming it Nasdaq Texas LLC.\3\ In connection with this
transition, the Exchange has implemented new listing standards for
equity securities that are corporate listings and that are
substantially similar to the Nasdaq Global Market listing rules.\4\ The
Exchange now proposes to expand its listing program by adopting rules
to permit the listing and trading of certain ETPs, thereby providing
issuers with an additional venue for listing these products and
enhancing competition among national securities exchanges. As noted in
SR-BX-2026-004, the Exchange intends to only dually list securities
(including ETPs) that are also listed on another national securities
exchange, but the Exchange expects to subsequently modify its rules to
allow it to also serve as a primary listing venue.\5\
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\3\ See Securities Exchange Act Release No. 104736 (January 29,
2026), 91 FR 4980 (February 3, 2026) (SR-BX-2026-005).
\4\ See Securities Exchange Act Release No. 104907 (February 27,
2026), 91 FR 10657 (March 4, 2026) (SR-BX-2026-004) (noting that
unlike Nasdaq, which has three listing tiers, the Exchange will only
have a single set of listing requirements based on the Nasdaq Global
Market listing standards).
\5\ See supra note 4.
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Proposed Rule Change
The Exchange proposes certain non-substantive, technical, and
conforming changes throughout the proposed rules, as follows. In
addition to minor spelling, grammatical, and other similar non-
substantive changes and edits, the Exchange proposes to use:
``Exchange'' rather than ``Nasdaq'' or ``The Nasdaq Stock
Market'' throughout the proposed rules;
``Market Hours'' rather than ``Regular Market Hours'' to
conform to the Exchange's existing rule definitions in Equity 1,
Section 1(a)(13); \6\
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\6\ The term ``Market Hours'' means the period of time beginning
at 9:30 a.m. Eastern Time (``ET'') and ending at 4:00 p.m. ET (or
such earlier time as may be designated by the Exchange on a day when
the Exchange closes early). See Equity 1, Section 1(a)(13).
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``Equity 1, Section 1(a)(13)'' instead of ``Rule 4120''
when referring to the trading hours of the Exchange.\7\
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\7\ Equity 1, Section 1(a)(13) sets forth the trading hours of
the Exchange, which run from 7:00 a.m. ET to 7:00 p.m. ET and
consist of Pre-Market Hours, Market Hours, and Post-Market Hours.
The term ``Pre-Market Hours'' means the period of time beginning at
7:00 a.m. ET and ending immediately prior to the commencement of
Market Hours. The term ``Post-Market Hours'' means the period of
time beginning immediately after the end of Market Hours and ending
at 7:00 p.m. ET.
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The proposed Rule 5700 Series will be substantially identical to
Nasdaq's Rule 5700 Series, and each proposed rule will correspond to
the same rule number as the Nasdaq rule on which it is based.
Further, as discussed below, the Exchange proposes to delete
redundant listing rules in Equity 3A, and to amend Equity 4, Rule 4120
to update the definition of ``Derivatives Securities Product'' therein.
Lastly, the Exchange proposes to add ETP halt rules that are
substantially similar to Nasdaq's ETP halt rules.
Rule 5700 Series (Other Securities)
The Exchange proposes to adopt new Rule 5700 Series, titled ``Other
Securities,'' which will allow the Exchange to list and trade the
following ETPs:
Debt Securities (Other than Convertible Debt) (proposed Rule
5702)
Class ETF Shares (proposed Rule 5703)
Exchange Traded Fund Shares (proposed Rule 5704)
Portfolio Depository Receipts (proposed Rule 5705(a))
Index Fund Shares (proposed Rule 5705(b))
Securities Linked to the Performance of Indexes and
Commodities (Including Currencies) (proposed Rule 5710)
Index-Linked Exchangeable Notes (proposed Rule 5711(a))
Equity Gold Shares (proposed Rule 5711(b))
Trust Certificates (proposed Rule 5711(c))
Commodity-Based Trust Shares (proposed Rule 5711(d))
Currency Trust Shares (proposed Rule 5711(e))
Commodity Index Trust Shares (proposed Rule 5711(f))
Commodity Futures Trust Shares (proposed Rule 5711(g))
Partnership Units (proposed Rule 5711(h))
Trust Units (proposed Rule 5711(i))
Managed Trust Securities (proposed Rule 5711(j))
Currency Warrants (proposed Rule 5711(k))
Paired Class Shares (proposed Rule 5713)
Selected Equity-linked Debt Securities (``SEEDS'') (proposed
Rule 5715)
Trust Issued Receipts (proposed Rule 5720)
Index Warrants (proposed Rule 5725)
Other Securities (proposed Rule 5730)
Contingent Value Rights (proposed Rule 5732)
Managed Fund Shares (proposed Rule 5735)
Derivative Securities Traded Under Unlisted Trading Privileges
(proposed Rule 5740)
Exchange-Traded Managed Fund Shares (``NextShares'') (proposed
Rule 5745)
Proxy Portfolio Shares (proposed Rule 5750)
Managed Portfolio Shares (proposed Rule 5760)
The Exchange proposes to reserve Rule 5712 to maintain the same
numbering as the Nasdaq Rule 5700 Series. Except for the non-
substantive changes, conforming, and technical differences outlined
above and described below, the rules are being adopted in substantially
the same form as the Nasdaq rules.
Rule 5701 (Preamble to the Listing Requirements for Other Securities)
Proposed Rule 5701 is substantially similar to Nasdaq Rule 5701 and
establishes the general framework for listing the above specified ETPs
on the Exchange. In addition to certain non-substantive, technical, and
conforming changes as described above (e.g., replacing ``Nasdaq'' with
``Exchange''), proposed Rule 5701(a) will only provide that this
section contains the requirements for listing other securities on the
Exchange. In contrast, Nasdaq Rule 5701(a) provides that this section
contains requirements for listing other securities on the Nasdaq Global
Market and that in the event that a company's primary security is
listed on the Nasdaq Global Select Market, the other securities may be
listed on the Nasdaq Global Select Market. As noted above, the Exchange
only has a single tier of listing requirements instead of three
[[Page 28685]]
listing tiers like Nasdaq.\8\ Accordingly, the Exchange will not carry
over references to the different Nasdaq listing tiers in proposed Rule
5701(a).
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\8\ See supra note 4.
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Rule 5702 (Debt Securities)
Proposed Rule 5702 is substantially similar to Nasdaq Rule 5702 and
establishes requirements for listing non-convertible bonds on the
Exchange. In addition to certain non-substantive, technical, and
conforming changes described above, the Exchange proposes to add the
Exchange to the list of national securities exchanges in proposed Rule
5702(a)(2)(A)--(C). The Exchange further proposes to replace the
reference to the ``Nasdaq Bond Exchange'' in Nasdaq Rule 5702(c) with
the ``Exchange'' in proposed Rule 5702(c). Otherwise there are no
substantive differences between the proposed rule and Nasdaq Rule 5702.
Rule 5703 (Class ETF Shares)
Proposed Rule 5703 is materially identical to Nasdaq Rule 5703 and
permits the listing and trading of class ETF shares, which are
exchange-traded shares of a multi-class fund that operates as an
exchange-traded fund pursuant to exemptive relief granted by order
under the Investment Company Act of 1940 (the ``1940 Act''), and is in
compliance the conditions and requirements of Rule 6c-11 under the 1940
Act. There are no substantive differences between the proposed rule and
Nasdaq Rule 5703.
Rule 5704 (Exchange Traded Fund Shares)
Proposed Rule 5704 is substantially similar to Nasdaq Rule 5704 and
establishes listing standards for exchange traded fund shares, which
are shares of an ``Exchange Traded Fund'' or ``ETF'' as defined in Rule
6c-11 under the 1940 Act. In addition to certain non-substantive,
technical, and conforming changes described above, the Exchange will
not port over the reference to the ``Night Session'' in Nasdaq Rule
5704(b)(1)(C) to proposed Rule 5704(b)(1)(C) as there is no such
trading session on the Exchange. Otherwise, there are no substantive
differences between the proposed rule and Nasdaq Rule 5704.
Rule 5705(a) (Portfolio Depository Receipts)
Proposed Rule 5705(a) is substantially similar to Nasdaq Rule
5705(a) and establishes listing standards for portfolio depository
receipts, a security based on a unit investment trust that holds
securities comprising an index or portfolio underlying a series of
portfolio depository receipts. In addition to certain non-substantive,
technical, and conforming changes described above, the Exchange will
not port over the reference to the Nasdaq Capital Market in Nasdaq Rule
5705(a)(3)(A)(i)e. to proposed Rule 5705(a)(3)(A)(i)e. because the
Exchange will only have one listing market instead of three like
Nasdaq.\9\ The Exchange will also not port over the reference to the
``Night Session'' in Nasdaq Rule 5705(a)(7) to proposed Rule 5705(a)(7)
as there is no such trading session on the Exchange. Otherwise there
are no substantive differences between the proposed rule and Nasdaq
Rule 5705(a).
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\9\ See supra note 4.
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Rule 5705(b) (Index Fund Shares)
Proposed Rule 5705(b) is substantially similar to Nasdaq Rule
5705(b) and establishes listing standards for Index Fund Shares, which
are securities that are issued by an open-end management investment
company based on a portfolio of stocks or fixed income securities (or a
combination thereof) that seek to provide investment results that
correspond generally to the price and yield performance or total return
performance of a specified foreign or domestic stock index, fixed
income securities index or combination thereof. In addition to certain
non-substantive, technical, and conforming changes described above, the
Exchange will not port over the reference to the Nasdaq Capital Market
in Nasdaq Rule 5705(b)(3)(A)(i)e. to proposed Rule 5705(b)(3)(A)(i)e.
because the Exchange will only have one listing market instead of three
like Nasdaq.\10\ The Exchange will also not port over the reference to
the ``Night Session'' in Nasdaq Rule 5705(b)(7) to proposed Rule
5705(b)(7) as there is no such trading session on the Exchange.
Otherwise, there are no substantive differences between the proposed
rule and Nasdaq Rule 5705(b).
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\10\ See supra note 4.
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Rule 5710 (Linked Securities)
Proposed Rule 5710 is materially identical to Nasdaq Rule 5710 and
establishes listing standards for exchange-traded notes. Other than
certain non-substantive, technical, and conforming changes described
above, there are no substantive differences between the proposed rule
and Nasdaq Rule 5710.
Rule 5711(a) (Index-Linked Exchangeable Notes)
Proposed Rule 5711(a) is substantially similar to Nasdaq Rule
5711(a) and establishes listing standards for index-linked exchangeable
notes, which are debt securities exchangeable at the option of the
holder (subject to certain requirements). In addition to certain non-
substantive, technical, and conforming changes described above, the
Exchange also proposes the following non-substantive differences
between the proposed rule and Nasdaq Rule 5711(a). To qualify for
listing and trading under Nasdaq Rule 5711(a), an index to which an
exchangeable note is linked and its underlying securities must meet (1)
the procedures in NOM Rules Chapter XIV, Section 6(b) and (c), or (2)
the criteria set forth in Nasdaq Rules 5715(b)(3) and (4), the index
concentration limits set forth in NOM Rule Chapter XIV, Section 6, and
NOM Rule Chapter XIV, Section 6(b)(12) insofar as it relates to NOM
Rule Chapter XIV, Section 6(b)(6).\11\ The Exchange instead proposes to
point to comparable rules on its options market rather than to NOM
rules. Accordingly, the Exchange proposes to apply the criteria set
forth in Options 4A, Sections 4(b), 4(b)(6), 4(b)(12), and 4(c) in
determining whether an index underlying an index-linked exchangeable
note satisfies the requirements of proposed Rule 5711(a)(iv)(A) and
(B).\12\ Otherwise, there are no substantive differences between the
proposed rule and Nasdaq Rule 5711(a).
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\11\ These NOM (i.e., Nasdaq Options Market) rule references are
obsolete as Nasdaq has since relocated its rules (including these
NOM rules) to another place in the Nasdaq rulebook. See https://www.nasdaqtrader.com/MicroNews.aspx?id=ORA2019-28. The correct rule
references should be to Nasdaq Options 4A, Sections 4(b), 4(b)(6),
4(b)(12), and 4(c). The foregoing rules set forth criteria for
narrow-based and micro narrow-based indexes on which an options
contract may be listed on NOM.
\12\ The Exchange has substantially the same numbering system as
Nasdaq for both its previous and current rulebook. See https://www.nasdaqtrader.com/MicroNews.aspx?id=ORA2019-25.
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Rule 5711(b) (Equity Gold Shares)
Proposed Rule 5711(b) is materially identical to Nasdaq Rule
5711(b) and establishes listing standards for equity gold shares, which
represent units of fractional undivided beneficial interest in and
ownership of the Equity Gold Trust. Other than certain non-substantive,
technical, and conforming changes described above, there are no
substantive differences between the proposed rule and Nasdaq Rule
5711(b).
[[Page 28686]]
Rule 5711(c) (Trust Certificates)
Proposed Rule 5711(c) is materially identical to Nasdaq Rule
5711(c) and establishes listing standards for trust certificates, which
represent an interest in a special purpose trust created pursuant to a
trust agreement. Other than certain non-substantive, technical, and
conforming changes described above and to replace the reference to
``Nasdaq Options Market'' in Nasdaq Commentary .08 to Rule 5711(c) with
``NTX Options'' in proposed Commentary .08 to Rule 5711(c), there are
no substantive differences between the proposed rule and Nasdaq Rule
5711(c).
Rule 5711(d) (Commodity-Based Trust Shares)
Proposed Rule 5711(d) is materially identical to Nasdaq Rule
5711(d) and establishes listing standards for commodity-based trust
shares, which are securities issued by a trust or other similar entity
that is not registered as an investment company pursuant to the 1940
Act and that holds commodities and/or commodity-based assets, and in
addition to such commodities and/or commodity-based assets, may hold
securities, cash, and cash equivalents. In addition to certain non-
substantive, technical, and conforming changes described above, the
Exchange proposes to refer to Equity 1, Section 1(a)(13) in proposed
Commentary .02 to Rule 5711(d) to specify the trading hours of the
Exchange. In contrast, Commentary .02 to Nasdaq Rule 5711(d) points to
Nasdaq Rule 4120. Otherwise, there are no substantive differences
between the proposed rule and Nasdaq Rule 5711(d).
Rule 5711(e) (Currency Trust Shares)
Proposed Rule 5711(e) is materially identical to Nasdaq Rule
5711(e) and establishes listing standards for currency trust shares,
which are securities issued by a trust that holds a specified non-U.S.
currency or currencies deposited with the trust. Other than certain
non-substantive, technical, and conforming changes described above,
there are no substantive differences between the proposed rule and
Nasdaq Rule 5711(e).
Rule 5711(f) (Commodity Index Trust Shares)
Proposed Rule 5711(f) is materially identical to Nasdaq Rule
5711(f) and establishes listing standards for commodity index trust
shares, which are securities issued by a trust that is a commodity pool
as defined in the Commodity Exchange Act and regulations thereunder,
that is managed by a commodity pool operator registered with the
Commodity Futures Trading Commission, and that holds long positions in
futures contracts on a specified commodity index, or interests in a
commodity pool which, in turn, holds such long positions. Other than
certain non-substantive, technical, and conforming changes described
above, there are no substantive differences between the proposed rule
and Nasdaq Rule 5711(f).
Rule 5711(g) (Commodity Futures Trust Shares)
Proposed Rule 5711(g) is materially identical to Nasdaq Rule
5711(g) and establishes listing standards for commodity futures trust
shares, which are securities issued by a trust that is a commodity pool
as defined in the Commodity Exchange Act and regulations thereunder,
that is managed by a commodity pool operator registered with the
Commodity Futures Trading Commission, and that holds positions in
futures contracts that track the performance of a specified commodity,
or interests in a commodity pool which, in turn, holds such positions.
Other than certain non-substantive, technical, and conforming changes
described above, there are no substantive differences between the
proposed rule and Nasdaq Rule 5711(g).
Rule 5711(h) (Partnership Units)
Proposed Rule 5711(h) is materially identical to Nasdaq Rule
5711(h) and establishes listing standards for partnership units, which
are securities issued by a partnership that invests in any combination
of futures contracts, options on futures contracts, forward contracts,
commodities and/or securities. Other than certain non-substantive,
technical, and conforming changes described above, there are no
substantive differences between the proposed rule and Nasdaq Rule
5711(h).
Rule 5711(i) (Trust Units)
Proposed Rule 5711(i) is materially identical to Nasdaq Rule
5711(i) and establishes listing standards for trust units, which are
securities issued by a trust or other similar entity that is
constituted as a commodity pool that holds investments comprising or
otherwise based on any combination of futures contracts, options on
futures contracts, forward contracts, swap contracts, commodities and/
or securities. Other than certain non-substantive, technical, and
conforming changes described above, there are no substantive
differences between the proposed rule and Nasdaq Rule 5711(i).
Rule 5711(j) (Managed Trust Securities)
Proposed Rule 5711(j) is materially identical to Nasdaq Rule
5711(j) and establishes listing standards for managed trust securities,
a security that is issued by a trust that (a) is a commodity pool as
defined in the Commodity Exchange Act and regulations thereunder, and
that is managed by a commodity pool operator registered with the
Commodity Futures Trading Commission, and (b) holds long and/or short
positions in exchange-traded futures contracts and/or certain currency
forward contracts selected by the trust's advisor consistent with the
trust's investment objectives, which will only include exchange-traded
futures contracts involving commodities, currencies, stock indices,
fixed income indices, interest rates and sovereign, private and
mortgage or asset backed debt instruments, and/or forward contracts on
specified currencies. Other than certain non-substantive, technical,
and conforming changes described above, there are no substantive
differences between the proposed rule and Nasdaq Rule 5711(j).
Rule 5711(k) (Currency Warrants)
Proposed Rule 5711(k) is substantially similar to Nasdaq Rule
5711(k) and establishes listing standards for currency warrants. In
addition to certain non-substantive, technical, and conforming changes
described above, the Exchange also proposes the following non-
substantive differences between the proposed rule and Nasdaq Rule
5711(k). To qualify for listing and trading under Nasdaq Rule 5711(k),
currency warrants must meet the requirements under Nasdaq Rule
5711(k)(v) (Regulatory Matters). Nasdaq Rule 5711(k)(v) sets forth a
number of NOM rule references that apply to currency warrants listed on
Nasdaq around, for example, suitability, discretionary accounts, and
supervision of accounts. Nasdaq Rule 5711(k)(v) therefore references
NOM Rules Chapter XI, Sections 7-10 and 24.\13\ The Exchange instead
proposes to point to comparable rules on its options market rather than
to NOM rules. Accordingly, the Exchange proposes to require that
currency warrants satisfy the criteria set forth in Options 10,
Sections 6--9 and 22 in proposed Rule 5711(k)(v).\14\
[[Page 28687]]
Otherwise, there are no substantive differences between the proposed
rule and Nasdaq Rule 5711(k).
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\13\ These NOM rule references are obsolete as Nasdaq has since
relocated its rules (including these NOM rules) to another place in
the Nasdaq rulebook. See https://www.nasdaqtrader.com/MicroNews.aspx?id=ORA2019-28. The correct rule references should be
to Nasdaq Options 10, Sections 6-9 and 22.
\14\ See https://www.nasdaqtrader.com/MicroNews.aspx?id=ORA2019-25.
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Rule 5713 (Paired Class Shares)
Proposed Rule 5713 is materially identical to Nasdaq Rule 5713 and
permits the listing and trading of Paired Class Shares, a security that
is issued by a trust on behalf of a segregated series (i.e., the fund)
as part of a pair of shares of opposing classes whose respective
underlying values move in opposite directions as the value of the
fund's underlying benchmark varies from its starting level, where one
constituent of the pair is positively linked to the fund's underlying
benchmark and the other constituent is inversely linked to the fund's
underlying benchmark. Other than certain non-substantive, technical,
and conforming changes described above, there are no substantive
differences between the proposed rule and Nasdaq Rule 5713.
Rule 5715 (Selected Equity-Linked Debt Securities (``SEEDS''))
Proposed Rule 5715 is substantially similar to Nasdaq Rule 5715 and
permits the listing and trading of SEEDS, which are limited-term, non-
convertible debt securities of a company where the value of the debt is
based, at least in part, on the value of up to thirty (30) other
issuers' common stock or non-convertible preferred stock (or sponsored
American Depositary Receipts overlying such equity securities). In
addition to certain non-substantive, technical, and conforming changes
described above, the Exchange also proposes the following non-
substantive differences between the proposed rule and Nasdaq Rule 5715:
Replace the references to the ``Nasdaq Global Market'' or
``Nasdaq Global Select Market'' \15\ in the introductory paragraph of
Nasdaq Rule 5715(b) with ``the Exchange'' in the introductory paragraph
of proposed Rule 5715(b) because the Exchange only has one listing tier
versus the three listing tiers on Nasdaq.\16\
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\15\ Nasdaq Rule 5715(b) incorrectly references this market as
Nasdaq Global Select Market Selected.
\16\ See supra note 4.
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Add the Exchange to the list of national securities
exchanges in proposed Rule 5715(b)(1)(A) and (B), and (b)(2)(B)(ii).
Otherwise, there are no substantive differences between the
proposed rule and Nasdaq Rule 5715.
Rule 5720 (Trust Issued Receipts)
Proposed Rule 5720 is materially identical to Nasdaq Rule 5720 and
establishes listing standards for trust issued receipts, a security
that is issued by a trust holding specified securities deposited with
the Trust. Other than certain non-substantive, technical, and
conforming changes described above, there are no substantive
differences between the proposed rule and Nasdaq Rule 5720.
Rule 5725 (Index Warrants)
Proposed Rule 5725 is materially identical to Nasdaq Rule 5725 and
establishes listing standards for index warrants, which are instruments
that are direct obligations of the issuing company, either exercisable
throughout their life (i.e., American style) or exercisable only on
their expiration (i.e., European style), entitling the holder to a cash
settlement in U.S. dollars to the extent that the index has declined
below (for a put warrant) or increased above (for a call warrant) the
pre-stated cash settlement value of the index. Other than certain non-
substantive, technical, and conforming changes described above and
replace one instance of ``the Global Market'' in Nasdaq Rule 5725(b)(1)
with ``the Exchange'' in proposed Rule 5725(b)(1), there are no
substantive differences between the proposed rule and Nasdaq Rule 5725.
Rule 5730 (Other Securities)
Proposed Rule 5730 is substantially similar to Nasdaq Rule 5730 and
sets forth the listing requirements for securities not otherwise
covered by the criteria in Rule 5400 or 5700 Series, provided the
instrument is otherwise suited to trade through the facilities of the
Exchange and meets the proposed listing requirements therein. In
addition to certain non-substantive, technical, and conforming changes
described above, the Exchange also proposes the following non-
substantive differences between the proposed rule and Nasdaq Rule 5730:
Replace the references to the ``Global Market'' in Nasdaq
Rule 5730(a)(1) with ``the Exchange'' in proposed Rule 5730(a)(1)
because the Exchange only has one listing tier versus the three listing
tiers on Nasdaq.\17\
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\17\ See supra note 4.
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Add the Exchange to the list of national securities
exchanges in proposed Rule 5730(a)(2) and (3), and (b)(2)(B)(ii).
Otherwise, there are no substantive differences between the
proposed rule and Nasdaq Rule 5730.
Rule 5732 (Contingent Value Rights)
Proposed Rule 5732 is substantially similar to Nasdaq Rule 5732 and
sets forth the listing requirements for contingent value rights, which
are unsecured obligations of the issuer and that provide for a possible
cash payment either: (i) at maturity based upon the price performance
of an affiliate's equity security; or (ii) within a specified time
period, upon the occurrence of a specified event or events related to
the business of the issuer or an affiliate of the issuer. In addition
to certain non-substantive, technical, and conforming changes described
above, the Exchange also proposes the following non-substantive
differences between the proposed rule and Nasdaq Rule 5732:
Replace the references to the ``Global Market'' in the
introductory paragraph of Nasdaq Rule 5732 with ``the Exchange'' in the
introductory paragraph of proposed Rule 5732 because the Exchange only
has one listing tier versus the three listing tiers on Nasdaq.\18\
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\18\ See supra note 4.
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Nasdaq Rule 5732(a)(2) and (3) provides that the company
must satisfy the market value of unrestricted publicly held shares
requirement in Nasdaq Rule 5315(f)(3)(A) and Nasdaq Rule 5315(f)(2)(A)
and (B), as applicable. Nasdaq Rule 5300 sets forth the listing
standards the Nasdaq Global Select Market. The Exchange only adopted
listing standards based on the Nasdaq Global Market in the 5400 Series,
and did not adopt listing standards comparable to the Nasdaq 5300
Series.\19\ The Exchange thus proposes to retain the same substantive
listing standards of Nasdaq Rule 5315(f)(3)(A) and Nasdaq Rule
5315(f)(2)(A) and (B) in proposed Rule 5732(a)(2) and (3), and will
therefore keep the references to these specific Nasdaq rules in
proposed Rule 5732(a)(2) and (3).
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\19\ See supra note 4.
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Otherwise, there are no substantive differences between the
proposed rule and Nasdaq Rule 5732.
Rule 5735 (Managed Fund Shares)
Proposed Rule 5735 is materially identical to Nasdaq Rule 5735 and
establishes listing standards for managed fund shares, which are
securities issued by an open-end management investment company that is
actively managed and does not seek to replicate the performance of a
specified index. Other than certain non-substantive, technical, and
conforming changes described above, there are no
[[Page 28688]]
substantive differences between the proposed rule and Nasdaq Rule 5735.
Rule 5740 (UTP Derivative Securities)
Proposed Rule 5740 is materially identical to Nasdaq Rule 5740 and
governs the trading of derivative securities pursuant to unlisted
trading privileges. Other than certain non-substantive, technical, and
conforming changes described above, there are no substantive
differences between the proposed rule and Nasdaq Rule 5740.
Rule 5745 (NextShares)
Proposed Rule 5745 is materially identical to Nasdaq Rule 5745 and
establishes listing standards for NextShares, a security that
represents an interest in a registered investment company (``NextShares
Fund'') organized as an open-end management investment company that
invests in a portfolio of securities and other assets selected and
managed by the NextShares Fund's investment adviser consistent with the
NextShares Fund's investment objectives and policies. Other than
certain non-substantive, technical, and conforming changes described
above, there are no substantive differences between the proposed rule
and Nasdaq Rule 5745.
Rule 5750 (Proxy Portfolio Shares)
Proposed Rule 5750 is materially identical to Nasdaq Rule 5750 and
establishes listing standards for proxy portfolio shares, a security
that represents an interest in an investment company registered under
the 1940 Act organized as an open-end management investment company
that invests in a portfolio of securities selected by the investment
company's investment adviser consistent with the investment company's
investment objectives and policies. There are no substantive
differences between the proposed rule and Nasdaq Rule 5750.
Rule 5760 (Managed Portfolio Shares)
Proposed Rule 5760 is materially identical to Nasdaq Rule 5760 and
establishes listing standards for managed portfolio shares, a security
that represents an interest in an investment company registered under
the 1940 Act organized as an open-end management investment company,
and that invests in a portfolio of securities selected by the
investment company's investment adviser consistent with the investment
company's investment objectives and policies. Other than certain non-
substantive, technical, and conforming changes described above, there
are no substantive differences between the proposed rule and Nasdaq
Rule 5760.
Other Proposed Changes
The Exchange's current ETP listing rules are in Equity 3A. As these
rules will be superseded by the ETP listing rules in the proposed Rule
5700 Series, the Exchange proposes to delete the current listing rules
by removing all provisions in Equity 3A and reserving this chapter.
The Exchange also proposes to amend the definition of ``Derivative
Securities Product'' in Equity 4, Rule 4120(a)(1) by conforming this
term with the definition of ``Derivative Securities Product'' in Nasdaq
Equity 4, Rule 4120(b)(4)(A).\20\ The Exchange believes that the
proposed change would ensure that the amended definition of
``Derivative Securities Product'' in Equity 4, Rule 4120(a)(1) reflects
a complete list of Derivative Securities Products that may trade on the
Exchange, thereby improving the clarity and transparency of Exchange
rules. The Exchange also proposes to amend Equity 4, Rule 4120(b) to
add ETP-specific halt provisions that are substantially similar to
Nasdaq's ETP-specific halt provisions. First, the Exchange may declare
a Regulatory Halt \21\ in index warrants when underlying stocks
representing 20% or more of the index value are halted, the current
index calculation is unavailable, or other unusual conditions exist
that are detrimental to fair and orderly markets.\22\ Second, the
Exchange may declare a Regulatory Halt in certain ETPs when the
intraday indicative value or applicable index value stops being
disseminated, or when trading in the underlying securities has been
halted or substantially ceased in the primary markets, or other unusual
conditions exist that are detrimental to fair and orderly markets.\23\
Third, the Exchange must declare a Regulatory Halt in Derivative
Securities Products when it becomes aware that the net asset value,
disclosed portfolio, composition file, or proxy basket is not being
disseminated to all market participants at the same time until such
time that the net asset value, disclosed portfolio, composition file,
or proxy basket is available to all market participants.\24\
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\20\ Nasdaq Equity 4, Rule 4120(b)(4)(A) provides that
Derivative Securities Product means a series of Exchange Traded Fund
Shares, Portfolio Depository Receipts, Index Fund Shares, Managed
Fund Shares, NextShares, Trust Issued Receipts, or Proxy Portfolio
Shares (as defined in Rules 5704, 5705, 5735, 5745, 5720, and 5750
respectively), a series of Commodity-Related Securities (as defined
in Equity 10, Section 8), securities representing interests in unit
investment trusts or investment companies, Index- Linked
Exchangeable Notes, Equity Gold Shares, Trust Certificates,
Commodity-Based Trust Shares, Currency Trust Shares, Commodity Index
Trust Shares, Commodity Futures Trust Shares, Partnership Units,
Trust Units, Managed Trust Securities, or Currency Warrants (as
defined in Rule 5711(a)--(k)), Class ETF Shares (as defined in Rule
5703), or any other UTP Derivative Security (as defined in Rule
5740).
\21\ ``Regulatory Halt'' has the same meaning as in Section
X.A.10 of the Nasdaq UTP Plan. See Equity 4, Rule 4120(a)(9).
\22\ See proposed Equity 4, Rule 4120(b)(1)(A)(v), which is
substantially similar to Nasdaq Equity 4, Rule 4120(a)(8) other than
the non-substantive, technical, and conforming changes to replace
``Nasdaq'' with the ``Exchange.''
\23\ See proposed Equity 4, Rule 4120(b)(1)(A)(vi), which is
substantially similar to Nasdaq Equity 4, Rule 4120(a)(9) other than
the non-substantive, technical, and conforming changes to replace
``Nasdaq'' with the ``Exchange.''
\24\ See proposed Equity 4, Rule 4120(b)(1)(A)(vii), which is
substantially similar to Nasdaq Equity 4, Rule 4120(a)(11) other
than the non-substantive, technical, and conforming changes to
replace ``Nasdaq'' with the ``Exchange'' and to update the cross
citation to the definition of ``Derivative Securities Product'' to
Rule 4120(a)(1).
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Surveillance
The Exchange represents that listed ETPs would be subject to the
existing trading surveillances administered by the Exchange, as well as
cross-market surveillances administered by FINRA on behalf of the
Exchange, which are designed to detect violations of Exchange rules and
applicable federal securities laws. The Exchange represents that these
procedures are adequate to properly monitor the Exchange's listing and
trading of ETPs in all trading sessions and to deter and detect
violations of Exchange rules and federal securities laws applicable to
trading on the Exchange.
The surveillances referred to above generally focus on detecting
securities trading outside their normal patterns which could be
indicative of manipulative or other violative activity. When such
situations are detected, surveillance analysis follows and
investigations are opened, where appropriate, to review the behavior of
relevant parties for relevant trading violations. The Exchange or
FINRA, on behalf of the Exchange, or both, will communicate as needed
regarding trading in ETPs, as well as certain other securities and
financial instruments underlying such ETPs, with other markets and
other entities that are members of the Intermarket Surveillance Group
(``ISG''). The Exchange or FINRA, on behalf of the Exchange, or both,
may obtain trading information regarding trading in ETPs and financial
instruments from such markets and other entities. In addition, the
Exchange may obtain information regarding trading in ETPs, as well as
certain other securities and financial instruments underlying such
ETPs, from markets and other entities with which
[[Page 28689]]
the Exchange has in place a comprehensive surveillance sharing
agreement. Further, the Exchange's affiliate, Nasdaq, currently list
ETPs pursuant to rules that are substantially similar to the rules
proposed by the Exchange in this filing.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\25\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\26\ 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.
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\25\ 15 U.S.C. 78f(b).
\26\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed rules will remove
impediments to, and perfect the mechanism of, a free and open market
and a national market system by allowing the Exchange to list and trade
ETPs under rules that are substantially similar to the rules of Nasdaq.
The Exchange believes that adopting the proposed Rule 5700 Series to
permit the listing and trading of ETPs will promote competition among
national securities exchanges by providing issuers with an additional
venue for listing these products. The proposed rules are substantially
similar to the rules of Nasdaq, which have been approved by the
Commission and permit the listing and trading of ETPs pursuant to
materially identical listing standards. The Commission has previously
found that Nasdaq's ETP listing standards are consistent with the
Act.\27\ By basing the proposed ETP listing rules on the rules of the
Exchange's affiliate, Nasdaq, the proposed rule change will promote
continuity across affiliated exchanges, permitting ETPs to list and
trade on the Exchange by meeting materially the same listing standards
as on the Exchange's affiliated market. The proposed rules will require
the dissemination of intraday indicative values, net asset values, and
other information for listed ETPs and will authorize the Exchange to
halt trading in instances where such information stops being
disseminated to all market participants at the same time, ensuring that
market participants and investors have the same access to information
concerning the specified products. Consequently, the Exchange believes
that adopting the proposed Rule 5700 Series would 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. Further, the proposed listing rules will apply equally to all
issuers that seek to list ETPs on the Exchange and that satisfy the
listing criterion.
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\27\ See, e.g., Securities Exchange Act Release Nos. 66648
(March 23, 2012), 77 FR 19428 (March 30, 2012) (SR-NASDAQ-2012-013);
88561 (April 3, 2020), 85 FR 19984 (April 9, 2020) (SR-NASDAQ-2019-
090); 103995 (September 17, 2025), 90 FR 45414 (September 22, 2025)
(SR-NASDAQ-2025-056; SR-CboeBZX-2025-104; SR-NYSEARCA-2025-54); and
104252 (November 24, 2025), 90 FR 54781 (November 28, 2025) (SR-
NASDAQ-2025-037).
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The Exchange believes that the proposed rules are designed to
prevent fraudulent and manipulative acts and practices. Trading in
listed ETPs will be subject to existing Exchange trading rules,
together with specific initial and continued listing standards and
surveillance procedures. The proposed listing rules will require that
issuers of securities listed under the proposed rules notify the
Exchange regarding instances of non-compliance and indicate that
deficiencies will be subject to the delisting process in the Rule 5800
Series. The Exchange believes that these proposed rules will enhance
the Exchange's rules, thereby serving to improve the national market
system and protect investors and the public interest. In addition,
members would continue to be subject to the Exchange's structure for
trading listed securities, including supervision and books and records
requirements in General 9, Section 20 and Section 30. These provisions
will enhance investor protection and market integrity.
The Exchange believes that the deletion of the superseded ETP
listing rules in Equity 3A will remove impediments to and perfect the
mechanisms of a free and open market by eliminating rules that would be
superseded by the proposed Rule 5700 Series, thereby improving the
clarity of the Exchange's rules, and enabling market participants to
more easily navigate the Exchange's rules. The Exchange also believes
that the proposed deletion of obsolete rule text would protect
investors and the public interest by making the Exchange's rules more
accessible and transparent. Similarly, the Exchange believes that
modifying the definition of ``Derivative Securities Product'' in Equity
4, Rule 4120(a)(1) will protect investors and the public interest by
ensuring that this Rule reflects a complete list of Derivative
Securities Products that may trade on the Exchange, thereby improving
the clarity and transparency of Exchange rules.
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
adopt new rules that allow the Exchange to list and trade ETPs. The
proposed rules will apply equally to all issuers that seek to list ETPs
on the Exchange. Further, the proposed rule change will allow issuers
to list ETPs on the Exchange under listing standards that are
materially identical to those of Nasdaq (other than respect to certain
non-substantive, technical, and conforming changes described above).
This will enhance the Exchange's ability to compete with other
exchanges that currently allow the listing of ETPs. The Exchange
believes that the proposed rules will promote competition by providing
another venue for listing ETPs.
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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission will: (A) by order approve
or disapprove such proposed rule change, or (B) institute proceedings
to determine whether the proposed rule change should be 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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
file number SR-NasdaqTX-2026-021 on the subject line.
[[Page 28690]]
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-2026-021. 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-2026-021 and should be
submitted on or before June 8, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
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\28\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2026-09862 Filed 5-15-26; 8:45 am]
BILLING CODE 8011-01-P