SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-106463; File No. SR-NYSENAT-2026-26]

Self-Regulatory Organizations; NYSE National, Inc.; Notice of Filing and Immediate

Effectiveness of Proposed Rule Change to Amend NYSE National Rule 2.1210

September 22, 2026.

Pursuant to Section 19(b)(1)1 of the Securities Exchange Act of 1934 (“Act”) 2 and Rule

19b-4 thereunder,3 notice is hereby given that on September 10, 2026, NYSE National, Inc.

(“NYSE National” or the “Exchange”) filed with the Securities and Exchange Commission (the

“Commission”) the proposed rule change as described in Items I, II, and III 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.

I.

Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed

Rule Change

The Exchange proposes to amend NYSE National Rule 2.1210 (Registration

Requirements) applicable to Equity Trading Permit (“ETP”) Holders 4 to align with a recent

amendment by the Financial Industry Regulatory Authority, Inc. (“FINRA”). The proposed rule

change is available on the Exchange’s website at www.nyse.com and at the principal office of

the Exchange.

1

15 U.S.C. 78s(b)(1).

2

15 U.S.C. 78a.

3

17 CFR 240.19b-4.

4

The term "ETP Holder" means the Exchange-approved holder of an ETP. See Rule 1.1(i). The term "ETP"

refers to an Equity Trading Permit issued by the Exchange for effecting approved securities transactions on

the Exchange. See Rule 1.1(h).

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 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.

A.

Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory

Basis for, the Proposed Rule Change

1.

Purpose

The Exchange proposes to amend NYSE National Rule 2.1210 (Registration

Requirements). More specifically, the Exchange proposes to reduce the waiting periods for

retaking FINRA qualification examinations as provided in Commentary .05 to NYSE National

Rule 2.1210 (Waiting Periods for Retaking a Failed Examination) to align with a recent

amendment to FINRA Rule 1210, Supplementary Material .06. 5

NYSE National Rule 2.1210 requires each person engaged in the investment banking or

securities business of an ETP Holder to be registered with the Exchange as a representative or

principal in each category of registration appropriate to his or her functions and responsibilities

as specified in Rule 2.1220 (Registration Categories), unless exempt from registration pursuant

to Rule 2.1230 (Associated Persons Exempt from Registration). Pursuant to Commentary .02 to

NYSE National Rule 2.1210 (Qualification Examinations and Waivers of Examinations), before

5

See Securities Exchange Act Release No. 105885 (July 13, 2026), 91 FR 43678 (July 16, 2026) (SRFINRA-2026-014) (“FINRA Rule Change”).

2

a person can be registered with the Exchange, he or she must pass the appropriate qualification

examinations or obtain a waiver of the qualification examination requirement. If a person fails a

qualification examination, Commentary .05 to NYSE National Rule 2.1210 (Waiting Periods for

Retaking a Failed Examination) sets forth the time the person must wait before he or she can

retake that qualification examination.

For the first and second failed attempts, the person must currently wait 30 calendar days

to retake the qualification examination. A person who fails a qualification examination three or

more times in succession within a two-year period must currently wait 180 calendar days before

he or she can retake that examination. These waiting periods apply to the Securities Industry

Essentials (“SIE”) examination and the representative and principal examinations specified under

NYSE National Rule 2.1220.

FINRA amended its Rule 1210, Supplementary Material .06, to shorten the required

qualification examination retake waiting periods to 15 calendar days after the first and second

failed attempts, and 60 calendar days after the third and all subsequent failed attempts that occur

within a two-year period.6 As described in the FINRA Rule Change, since the current waiting

periods were adopted in 1989, FINRA’s qualification program has undergone significant changes

that have shifted the principal risks that originally informed the rule. FINRA noted in the

FINRA Rule Change that today’s high-volume FINRA qualification examinations use extensive

question banks that contain thousands of questions, with each test taker receiving only a small

subset of questions per attempt, which reduces both the likelihood that repeat test takers will

depend on memorized questions from prior attempts and the risk of content being disseminated

to others. Additionally, FINRA noted in the FINRA Rule Change that it employs data forensics

6

Id.

3

and advanced technology to identify misconduct and compromised examination content, taking

appropriate corrective action when such incidents occur. Moreover, these enhanced detection

capabilities help to ensure that the shortened waiting periods would not compromise FINRA’s

ability to conduct timely investigations into possible cheating or other violations of examination

rules of conduct.7 Over the past several years, FINRA noted it has received input from various

industry channels about the burden that the current qualification examination waiting periods

place on individuals seeking to enter the securities industry.8 Similar feedback regarding these

challenges was received by FINRA in response to its request for comment on modernizing

FINRA rules, guidance, and processes for the organization and operation of member

workplaces.9 Given this consistent input and the changes to the qualification program described

above, FINRA determined that shortening the waiting periods would lessen the burden on

individuals while continuing to protect investors by maintaining appropriate program integrity.

At this time, NYSE National proposes to amend Rule 2.1210, Commentary .05, to

conform to FINRA Rule 1210, Supplementary Material .06. Specifically, the Exchange proposes

to reduce the waiting period after the first and second failed attempts from 30 to 15 calendar

days, and to reduce the waiting period after the third and all subsequent failed attempts within a

two-year period from 180 to 60 calendar days. The Exchange believes that conforming its rules

to FINRA’s amended requirements will promote consistency and reduce potential confusion for

ETP Holders and their associated persons. Because ETP Holders and their associated persons

are also subject to FINRA’s registration and qualification requirements, maintaining uniform

7

Id.

8

Id.

9

See FINRA Regulatory Notice 25-07 (April 2025).

4

waiting periods across both rule sets ensures that individuals experience a coherent and

predictable regulatory framework.

In the FINRA Rule Change, FINRA noted it would announce the implementation date of

its rule change in a Regulatory Notice. The Exchange will likewise announce the

implementation date of this proposed rule change via a Regulatory Memo on or around the same

time as the Regulatory Notice published by FINRA.

2.

Statutory Basis

The proposed rule change is consistent with Section 6(b) of the Securities Exchange Act

of 1934 (the “Act”),10 in general, and furthers the objectives of Section 6(b)(5), 11 in particular,

because it is designed to prevent fraudulent and manipulative acts and practices, to promote just

and equitable principles of trade, to foster cooperation and coordination with persons engaged in

facilitating transactions in securities, 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, by reducing the waiting periods for retaking FINRA qualification examinations to

align with FINRA Rule 1210, Supplementary Material .06. Specifically, the Exchange believes

that the proposed rule change protects investors and the public interest by conforming the

Exchange’s qualification examination waiting periods to FINRA’s amended requirements,

thereby promoting consistency across the regulatory framework and reducing potential confusion

for ETP Holders and their associated persons. As described in detail in the FINRA Rule Change,

changes to the FINRA qualification program have reduced the risks that originally informed the

current waiting periods, and the shortened periods continue to provide sufficient time for the

10

15 U.S.C. 78f(b).

11

15 U.S.C. 78f(b)(5).

5

maintenance of examination integrity and the investigation of potential misconduct. The

proposed rule change also fosters cooperation and coordination with persons engaged in

regulating transactions in securities by aligning the Exchange’s qualification examination

requirements with those of FINRA. Further, the proposed rule change removes impediments to

and perfects the mechanism of a free and open market by reducing unnecessary barriers to entry

for individuals seeking to register to work in the securities industry.

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 that is not necessary or appropriate in furtherance of the purposes of the Act. The

proposed rule change does not impose any undue burden on competition; rather, it conforms the

Exchange’s qualification examination waiting periods to FINRA’s amended requirements and

does not impose any new obligations or restrictions on ETP Holders. The proposed rule change

may benefit all ETP Holders by allowing them to more quickly make personnel decisions

regarding their associated persons’ qualification examination retake timing.

C.

Self-Regulatory Organization’s Statement on Comments on the Proposed Rule

Change Received from Members, Participants, or Others

No written comments were solicited or received with respect to the proposed rule change.

III.

Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of

the Act12 and Rule 19b-4(f)(6) thereunder.13 Because the proposed rule change does not: (i)

significantly affect the protection of investors or the public interest; (ii) impose any significant

12

15 U.S.C. 78s(b)(3)(A)(iii).

13

17 CFR 240.19b-4(f)(6).

6

burden on competition; and (iii) become operative prior to 30 days from the date on which it was

filed, or such shorter time as the Commission may designate, if consistent with the protection of

investors and the public interest, the proposed rule change has become effective pursuant to

Section 19(b)(3)(A) of the Act and Rule 19b-4(f)(6)(iii) thereunder.

A proposed rule change filed under Rule 19b-4(f)(6)14 normally does not become

operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b4(f)(6)(iii),15 the Commission may designate a shorter time if such action is consistent with the

protection of investors and the public interest.

At any time within 60 days of the filing of such proposed rule change, the Commission

summarily may temporarily suspend such rule change if it appears to the Commission that such

action is necessary or appropriate in the public interest, for the protection of investors, or

otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the

Commission shall institute proceedings under Section 19(b)(2)(B)16 of the Act to determine

whether the proposed rule change should be approved or 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:

14

17 CFR 240.19b-4(f)(6).

15

17 CFR 240.19b-4(f)(6)(iii).

16

15 U.S.C. 78s(b)(2)(B).

7

Electronic Comments:

•

Use the Commission’s internet comment form (https://www.sec.gov/rules/sro.shtml); or

•

Send an email to rule-comments@sec.gov. Please include file number

SR-NYSENAT-2026-26 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-NYSENAT-2026-26. 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.

8

All submissions should refer to file number SR-NYSENAT-2026-26 and should be submitted on

or before [INSERT DATE 21 DAYS AFTER DATE OF PUBLICATION IN THE FEDERAL

REGISTER].

For the Commission, by the Division of Trading and Markets, pursuant to delegated

authority.17

Sherry R. Haywood,

Assistant Secretary.

17

17 CFR 200.30-3(a)(12).

9