A wider choice of nominees
The amendment removes a current-affiliation requirement for the board role. NYSE National says that requirement excludes, for example, someone who recently stopped being a Person Associated with an ETP Holder. The committee will still be able to nominate candidates with those ties, but its choices will no longer be limited to them.
According to the exchange, the revision brings its eligibility rules into line with those of affiliates New York Stock Exchange LLC and NYSE American LLC, neither of which has an equivalent restriction.
The filing also updates a cross-reference and the governing document's title. The redlined bylaws in Exhibit 5 show the title changing from "Eighth Amended and Restated By-laws of NYSE National, Inc." to "Ninth Amended and Restated By-laws of NYSE National, Inc."
Board representation and nomination rules
The bylaws require Non-Affiliated Directors, the exchange's fair representation directors, to hold at least 20 percent of board seats. The Nominating Committee must put forward enough nominees to meet that minimum.
Only Non-Affiliated Directors, ETP Holder Representatives, or a combination of the two may serve on the committee. Its responsibilities include approving candidates for Non-Affiliated Director seats and submitting their names for election.
ETP Holders in good standing also have a petition route for adding nominees. A written petition must reach the committee within two weeks after the Announcement Date and have support from at least 10 percent of ETP Holders in good standing. Candidates meeting those conditions must also be nominated. For any particular petition nominee, a single ETP Holder and its affiliates cannot account for more than 50 percent of the signatories.
Related filing and exchange background
NYSE Texas filed a parallel change on October 15, 2026, under File No. SR-NYSETEX-2026-38 and Release No. 34-106752. Its notice also appeared in the Federal Register on November 2. That amendment removes the requirement that a fair representation director be a Participant and changes the bylaw term "Permit Holders" to "Participants."
NYSE National was formerly National Stock Exchange, Inc., or NSX. According to an Intercontinental Exchange press release, NYSE Group, part of Intercontinental Exchange, completed its acquisition of NSX on January 31, 2017, and renamed it NYSE National, Inc. NSX ceased operations on February 1, 2017.
Effectiveness and public comments
NYSE National describes the amendment as a way to expand the committee's choice of nominees, not as a measure addressing competition. It says it expects no competitive burden beyond what is necessary or appropriate to further the Exchange Act's purposes. The exchange reported that it had neither solicited nor received written comments on the change.
The filing, identified as SR-NYSENAT-2026-28 and Release No. 34-106756, was submitted under Section 19(b)(3)(A)(iii) of the Exchange Act and Rule 19b-4(f)(6). It became effective under Section 19(b)(3)(A) and Rule 19b-4(f)(6)(iii).
The SEC is inviting public submissions, including views on whether the amendment is consistent with the Exchange Act. Comments may be submitted through the SEC's online comment form or by email, with file number SR-NYSENAT-2026-28 included in the subject line. Paper comments should be sent in triplicate to the Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090, and should also identify the file number.
