[Federal Register Volume 91, Number 103 (Friday, May 29, 2026)]
[Notices]
[Pages 32149-32150]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2026-10666]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105554; File No. SR-NasdaqTX-2026-025]
Self-Regulatory Organizations; Nasdaq Texas, LLC; Notice of
Filing of Proposed Rule Change To Establish a Package of Complimentary
Services
May 26, 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 14, 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 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 establish a package of complimentary
services that are offered to certain listings.
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\ Nasdaq Texas initially will be a venue for dually listing
companies and launched with its initial dual listings on March 5, 2026.
In conjunction with the adopted rules, the Exchange proposes adopting
Rule 5950 to offer certain services from Nasdaq Corporate Solutions,
LLC, an affiliate of the Exchange, to certain companies.
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\3\ Securities Exchange Act Release No. 104907 (February 27,
2026), 91 FR 10657 (March 4, 2026) (approving SR-BX-2026-004).
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Specifically, the Exchange will offer the ability to receive a new
service from the following selection for one year to all Companies
listed on the Exchange on the date of approval of this rule, and all
Companies that list on the Exchange on or before March 31, 2027. These
companies would be eligible to receive a choice from the following
services.
Monthly Stock Surveillance: a stock surveillance package, under
which a dedicated analyst will, on a monthly basis, utilize a mosaic of
public, subscription and issuer-based data sources to monitor the daily
movement and settlement activity of the Company's stock to identify
institutional buying and selling of the Company's shares. To fully
utilize this service, Companies will have to subscribe to, and
separately pay for, certain third party information, which is not
included. This service has an approximate retail value of $33,500 per
year;
Select Global Targeting: Investor targeting specialists will help
focus the Company's investor relations efforts on appropriate
investors, tailor messaging to their interests and measure the
Company's impact on their holdings. The analyst team will help develop
a detailed plan aligning the targeting efforts with the Company's long-
term ownership strategy. Analysis includes addressable risks and
opportunities by region and investor type, and recommendations for
where to focus time. This service has a retail value of approximately
$37,500 per year; or
Market Analytic Tools: Companies will receive a market analytic
tool, which integrates corporate shareholder communications, capital
market information, investor contact management, and board-level
reporting into a unified, easy to use, workflow environment including
mobile device access. This tool also provides information about
research and earnings estimates on the company and helps companies
identify potential purchasers of their stock using quantitative
targeting and qualitative insights. This service has an approximate
retail value of $32,500 per year for two users.\4\
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\4\ Where a company already subscribes to Nasdaq's Market
Analytic Tools, the Company could instead elect to receive the
service for two new users, which has an approximate value of
$26,000.
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If an eligible company begins to use a particular service provided
under proposed Rule 5950 within 30 days after the date of listing or
the date of the approval of the proposal by the Commission, as
applicable, the complimentary one-year period for that service will
begin on the date of first use. In all other cases, the period for each
complimentary service shall commence on the listing date. Once the
company elects a service it cannot subsequently change to a different
alternative. If a company does not use a service in the applicable time
period there shall be no refund or other credit for the unused service.
The Exchange believes that offering new services to dually listed
companies will help them fulfill their responsibilities as public
companies and will entice companies to dually list on Nasdaq Texas,
which only recently began to list companies. However, no company is
required to use these services as a condition of listing. At the end of
the complimentary term, companies may choose to renew these services or
discontinue them. If a company chooses to discontinue the services,
there would be no effect on the company's continued listing on the
Exchange. The Exchange represents that the existence of this program
will not adversely affect the funding available for the Exchange's
regulatory responsibilities.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\5\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\6\ 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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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
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Specifically, the Exchange believes that the proposed rule change
is
[[Page 32150]]
designed to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanism of a free and open market
because the proposal provides transparency in the types of products and
services offered to currently listed and newly listing companies.
Products and services are available to all companies listed at the time
of approval and all companies that will list on or before March 31,
2027. As such, the Exchange believes that the products and services are
equitably allocated among issuers. In addition, the products and
services may help issuers to better understand trading patterns and
developments associated with their securities.
Nasdaq Texas believes that it is reasonable to limit the period of
time when a newly dually listed company can select a complimentary new
service until March 31, 2027, because, as described above, the Exchange
recently began its operations and initially will only dually list
companies already listed on other national securities exchanges. As
such, these companies may need additional services to better understand
changes that result from their new trading environment.
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 proposal will not burden
competition between listed companies because all similarly situated
companies are eligible to select a new service, as described above.
However, no company is required to use the services as a condition of
listing. The proposal also will not burden competition with other
national securities exchanges because such exchanges either already
offer such services \7\ or can elect to compete by doing so.
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\7\ See, e.g., Section 907.00 of the New York Stock Exchange
Listed Company Manual (Products and Services Available to Issuers);
Rule 14.602 of the Long Term Stock Exchange Rules (Products and
Services Offered to Companies);
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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 shall: (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-2026-025 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-2026-025. 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-2026-025 and should be
submitted on or before June 22, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\8\
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\8\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-10666 Filed 5-28-26; 8:45 am]
BILLING CODE 8011-01-P