<NOTICE>
SECURITIES AND EXCHANGE COMMISSION
<DEPDOC>[Release No. 34-103699; File No. SR-NYSETEX-2025-23]</DEPDOC>
<SUBJECT>Self-Regulatory Organizations; NYSE Texas, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 7.18</SUBJECT>
<DATE>August 13, 2025.</DATE>
Pursuant to Section 19(b)(1)
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of the Securities Exchange Act of 1934 (“Act”),
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and Rule 19b-4 thereunder,
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notice is hereby given that on August 4, 2025, the NYSE Texas, Inc. (“NYSE Texas” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
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15 U.S.C. 78s(b)(1).
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15 U.S.C. 78a.
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17 CFR 240.19b-4.
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<HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD>
The Exchange proposes to amend Rule 7.18 (“Halts”) to effectuate amendments to Second Restatement of the CTA Plan and the Restated CQ Plan (together, the “Amended CTA Plan”). In addition, the Exchange proposes to make conforming changes to Rules 1.1, 7.11, and 7.35. The proposed rule change is available on the Exchange's website at
<E T="03">www.nyse.com</E>
and at the principal office of the Exchange.
<HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD>
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.
<HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change</HD>
<HD SOURCE="HD3">1. Purpose</HD>
NYSE Texas, Inc. (“NYSE Texas” or the “Exchange”) proposes to amend Rule 7.18 (“Halts”) to effectuate amendments to Second Restatement of the CTA Plan and the Restated CQ Plan (together, the “Amended CTA Plan”).
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The proposed changes would amend the rule's categories of regulatory and operational halts, improve the rule's clarity, and adopt defined terms from the Amended CTA Plan.
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In addition, the Exchange proposes to make conforming changes to Rules 1.1, 7.11, and 7.35.
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On February 3, 2021, the CTA/CQ Plan participants (“Participants”) filed Amendment 36 to the Second Restatement of the CTA Plan and Amendment 27 to the Restated CQ Plan, to revise provisions governing regulatory and operational halts.
<E T="03">See</E>
Letter from Robert Books, Chair, CTA/CQ Operating Committee, to Vanessa Countryman, Secretary, Securities and Exchange Commission, dated February 3, 2021. The SEC approved the amendments on May 28, 2021 (the “Amended CTA Plan”).
<E T="03">See</E>
Securities Exchange Act Release No. 92070 (May 28, 2021), 86 FR 29849 (June 3, 2021) (SR-CTA/CQ-2021-01). The SEC also approved similar amendments to the Nasdaq UTP Plan.
<E T="03">See</E>
Securities Exchange Act Release No. 92071 (May 28, 2021), 86 FR 29846 (June 3, 2021) (S7-24-89) (the “Amended Nasdaq UTP Plan”). The Amended CTA Plan and the Amended Nasdaq UTP Plan include provisions requiring Participant self-regulatory organizations (“SROs”) to honor a Regulatory Halt declared by the Primary Listing Market. The provisions in the Amended CTA Plan and the Amended Nasdaq UTP Plan include provisions similar to the changes proposed by the Exchange in this filing.
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The Exchange notes that this proposed rule change is based on a similar rule change filed by the Nasdaq Stock Market LLC (“Nasdaq”) that was approved by the SEC in 2022.
<E T="03">See</E>
Securities Exchange Act Release No. 95069 (June 8, 2022), 87 FR 36018 (June 14, 2022) (SR-NASDAQ-2022-017). In addition, the Exchange's affiliate exchanges, NYSE American LLC (“NYSE American”) the New York Stock Exchange LLC (“NYSE”), and NYSE Arca, Inc. (“NYSE Arca”) have filed similar rule changes.
<E T="03">See</E>
Securities Exchange Act Release Nos. 102810 (April 10, 2025), 90 FR 16041 (April 16, 2025) (SR-NYSEAMER-2025-19); 103356 (June 30, 2025) (SR-NYSE-2025-21); 103476 (July 16, 2025), 90 FR 34314 (July 21, 2025) (SR-NYSEARCA-2025-50). Several exchanges that do not operate Primary Listing Markets have also filed similar rule changes.
<E T="03">See</E>
Securities Exchange Act Release Nos. 96574 (December 22, 2022), 87 FR 80213 (December 29, 2022) (SR-Phlx-2022-49); 97093 (March 9, 2023), 88 FR 16045 (March 15, 2023) (SR-PEARL-2023-11); and 97824 (June 29, 2023), 88 FR 43159 (July 6, 2023) (SR-MEMX-2023-11).
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<HD SOURCE="HD1">Background</HD>
The Exchange has been working with other SROs to establish common criteria and procedures for halting and resuming trading in equity securities in the event of regulatory or operational issues. These common standards are designed to ensure that events that might impact multiple exchanges are handled in a consistent manner that is transparent. The Exchange believes that implementation of these common standards will assist the SROs in maintaining fair and orderly markets. Notwithstanding the development of these common standards, the Exchange will retain discretion in certain instances as to whether and how to handle halts, as is discussed below.
Every U.S.-listed equity security has its primary listing on a specific stock exchange (its “Primary Listing Market”)
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that is responsible for a number of regulatory functions. These include confirming that the security continues to meet the exchange's listing standards, monitoring trading in that security, and taking action to halt trading in the security when necessary to protect investors and to ensure and fair and orderly market. While these core responsibilities remain with the Primary Listing Market, trading in the security can occur on multiple exchanges that have unlisted trading privileges for the security or in the over-the-counter market, regulated by the Financial Industry Regulatory Authority, Inc. (“FINRA”). The exchanges and FINRA are responsible for monitoring activity on the markets over which they have oversight, but also must abide by the regulatory decisions made by the Primary Listing Market. For example, a venue trading a security pursuant to unlisted trading privileges must halt trading in that security during a Regulatory Halt, which is a defined term under the proposed rules,
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and may only trade the security once the Primary Listing Market has cleared the security to resume trading.
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The Exchange proposes to incorporate into Rule 7.18 the same definition of “Primary Listing Market” as appears in Section XI(a)(i)(H) of the Amended CTA Plan: “`Primary Listing Market' means the national securities exchange on which an Eligible Security is listed. If an Eligible Security is listed on more than one national securities exchange, Primary Listing Market means the exchange on which the security has been listed the longest.”
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<E T="03">See</E>
proposed Rule 7.18(a)(11).
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All SROs have rules that require them to honor a Regulatory Halt. The Exchange, as a Primary Listing Market, also has rules outlining the circumstances in which it will halt trading in its listed securities, including situations in which such halts are for regulatory purposes—and therefore are applicable to all markets trading the security—or for operational purposes, which would not halt trading in other markets.
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However, the trading halt rules are not consistent across SROs. Consequently, events that might constitute a Regulatory Halt for securities listed on one Primary Listing Market theoretically might not be grounds for a Regulatory Halt in securities listed on another Primary Listing Market. Such inconsistency among exchange rules could lead to confusion in circumstances such as a cross-market event, including, for example, “Extraordinary Market Activity.”
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<E T="03">See</E>
generally current Rules 7.18 and 7.13.
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The proposed definition of Extraordinary Market Activity encompasses a market event that affects multiple markets.
<E T="03">See</E>
Amended CTA Plan, Section XI(a)(i)(A), which defines “Extraordinary Market Activity.” Proposed Rule 7.18(a)(1) would incorporate this definition by reference.
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While the Exchange's existing rules generally have worked as intended to afford the Exchange authority to initiate a Regulatory Halt in appropriate cases, the Exchange proposes to amend its rules to conform to the Amended CTA Plan.
The complex and interconnected market structure of the United States relies on consolidated market data processed and disseminated by the SIPs. In certain circumstances, the loss of this information or issues with the accuracy or timeliness of the information might cause a Primary Listing Market to determine that a trading halt is appropriate. The Exchange believes that providing further details in its rules will assist market participants in better understanding how various scenarios could be handled.
As noted above, the proposed changes that would be uniformly applied across SROs are those that relate to cross-market e
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