Notice2025-24286
Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Second Amended and Restated Limited Liability Company Agreement of Texas Stock Exchange Related to the Timing of Its First Annual Meeting
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
January 6, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 3 (Tuesday, January 6, 2026)</title>
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[Federal Register Volume 91, Number 3 (Tuesday, January 6, 2026)]
[Notices]
[Pages 384-385]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-24286]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104530; File No. SR-TXSE-2025-003]
Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Amend the Second Amended and Restated Limited Liability Company
Agreement of Texas Stock Exchange Related to the Timing of Its First
Annual Meeting
December 31, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on December 29, 2025, Texas Stock Exchange LLC (the ``Exchange''
or ``TXSE'') 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 Exchange
filed the proposal as a ``non-controversial proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) thereunder.\4\ 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.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange filed a proposal to amend the Second Amended and
Restated Limited Liability Company Agreement of Texas Stock Exchange
(the ``LLC Agreement'') related to the timing of its first annual
meeting.\5\ The text of the proposed rule change is provided in Exhibit
5.
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\5\ The proposed change herein to the LLC Agreement is in
addition to the changes to the LLC Agreement made in SR-TXSE-2025-
001. See Securities Exchange Act Release No. 104360 (December 11,
2025), 90 FR 58322 (December 16, 2025) (Notice of Filing and
Immediate Effectiveness of a Proposed Rule Change To Adopt Certain
Changes to the Governing Documents of the Exchange and Its Parent
Company).
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The text of the proposed rule change is available on the
Commission's website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>) at the
Exchange's website (<a href="https://txse.com/rule-filings">https://txse.com/rule-filings</a>), 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 parts of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend its LLC Agreement in order to extend
the deadline for its first annual meeting from 90 days after the
Approval Date \6\ to 240 days after the Approval Date (i.e., May 28,
2026). The Exchange is proposing to make this change in order to better
align with its planned launch in July 2026.
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\6\ The ``Approval Date'' is September 30, 2025. See Securities
Exchange Act Release No. 104146 (September 30, 2025), 90 FR 47880
(October 2, 2025) (In the Matter of the Application of Texas Stock
Exchange LLC for Registration as a National Securities Exchange;
Findings, Opinion, and Order of the Commission).
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2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) of the
Act.\7\ Specifically, the Exchange believes the proposed rule change is
consistent with the objectives of Section 6(b)(1) \8\ of the Act in
particular, in that such amendments enable the Exchange to be so
organized as to have the capacity to be able to carry out the purposes
of the Act and to comply with the provisions of the Act, the rules and
regulations thereunder, and the rules of the Exchange. The Exchange
also believes that the proposed amendments are consistent with Section
6(b)(5) of the Act,\9\ which requires the rules of an exchange to be
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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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(1).
\9\ 15 U.S.C. 78f(b)(5).
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The Exchange specifically believes that the proposed change to
require that the first annual meeting occur within 240 days of the
Approval Date (i.e., May 28, 2026) is consistent with the Act because
it better aligns with the Exchange's planned launch in July of 2026.
Because the Exchange is not yet operational and is in the process of
onboarding members, this proposed change is merely administrative in
nature and will allow the Exchange more time to strategically assemble
its board in advance of the first annual meeting. Further to this
point, this change will not materially alter the Exchange's existing
governance framework; amend any of the provisions within the LLC
Agreement related to the Exchange's obligations as a self-regulatory
organization that would impact the Exchange's ability to carry out its
obligations as a self-regulatory organization; or to alter any
provisions dealing with the availability or protection of information,
books and records, undue influence, conflicts of interest, unfair
control by an affiliate, or regulatory independence of the
Exchange.\10\ The board will be in place prior to the Exchange becoming
operational. Further, consistent with the Exchange's application for
registration as a national securities exchange, TXSE Group Inc., the
parent company of the Exchange, will hold a special meeting to appoint
interim Directors of the Exchange Board (``Interim Board''), which will
include interim Member Representative Directors. Upon appointment of
the interim directors, the Interim Board will meet the Exchange Board
composition requirements set forth in the LLC Agreement.\11\ The
Interim Board will serve only until the first annual meeting. The
Exchange continues to represent that it will complete the full
nomination, petition, and voting process set forth in the LLC
Agreement, which will provide persons that are approved
[[Page 385]]
as Exchange Members after the date that the Commission granted the
Exchange's registration as a national securities exchange with the
opportunity to participate in the selection of Member Representative
Directors as promptly as possible.\12\
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\10\ See, e.g., Securities Exchange Act Release No. 104146
(September 30, 2025), 90 FR 47880 (October 2, 2025) (In the Matter
of the Application of Texas Stock Exchange LLC for Registration as a
National Securities Exchange; Findings, Opinion, and Order of the
Commission) at Section III, A (``Ownership and Governance of TXSE'')
and Section III, B (``TXSE Group and Regulation of the Exchange'').
\11\ See Exhibit J of the Exchange's application for
registration as a national securities exchange (``Form 1'').
Securities Exchange Act Release No. 103604 (July 31, 2025), 90 FR
37607 (August 5, 2025) (Texas Stock Exchange LLC; Notice of Filing
of Amendment No. 2 to an Application for Registration as a National
Securities Exchange Under Section 6 of the Securities Exchange Act
of 1934). See also LLC Agreement, Article III, Section 2.
\12\ See Form 1, Exhibit J.
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For these reasons, the Exchange believes such amendments would
enable the Exchange to be so organized as to have the capacity to carry
out the purposes of the Act and to comply with the provisions of the
Act, the rules and regulations thereunder, and the rules of the
Exchange, promote just and equitable principles of trade, remove
impediments to and perfect the mechanism of a free and open market, and
protect investors and the public interest.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposal will impose any
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. The proposal is not intended to
address competitive issues but rather is concerned with an
administrative detail within the LLC Agreement.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
The Exchange has neither solicited nor received written comments on
the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \13\ and Rule
19b-4(f)(6) \14\ thereunder.
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\13\ 15 U.S.C. 78s(b)(3)(A)(iii).
\14\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) normally does
not become operative prior to 30 days after the date of filing. Rule
19b-4(f)(6)(iii), however, permits the Commission to designate a
shorter time if such action is consistent with the protection of
investors and the public interest. The Exchange has requested that the
Commission waive the 30-day operative delay contained in Rule 19b-
4(f)(6)(iii) so that the Exchange may amend its LLC Agreement to extend
the deadline for its first annual meeting from 90 days after the
Approval Date to 240 days after the Approval Date, consistent with its
updated timeline, as soon as possible. The Commission finds that waiver
of the operative delay is consistent with the protection of investors
and the public interest because the proposal provides a limited
extension of time for the Exchange, which is not yet operational, to
continue to onboard members in advance of a planned July 2026 launch.
The Exchange has represented that it will provide persons that are
approved as Exchange Members after the date that the Commission granted
the Exchange's registration as a national securities exchange with the
opportunity to participate in the selection of Member Representative
Directors as promptly as possible and that it will complete the full
nomination, petition, and voting process set forth in the LLC
Agreement.\15\ The timing of the extension will allow the process for
selecting a board of directors to be complete prior to the Exchange
becoming operational. Further, this change will not materially alter
the Exchange's existing governance framework. Accordingly, the
Commission hereby waives the operative delay and designates the
proposal operative upon filing.\16\
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\15\ See supra note 12 and accompanying text.
\16\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of the 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 will institute proceedings 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 proposal is
consistent with the Act. Comments may be submitted by any of the
following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#453730292068262a2828202b3136053620266b222a33"><span class="__cf_email__" data-cfemail="94e6e1f8f1b9f7fbf9f9f1fae0e7d4e7f1f7baf3fbe2">[email protected]</span></a>. Please include
file number SR-TXSE-2025-003 on the subject line.
Paper Comments
<bullet> 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 No. SR-TXSE-2025-003. 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 (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
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-TXSE-2025-003 and should be submitted on or
before January 27, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
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\17\ 17 CFR 200.30-3(a)(12), (59).
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Stephanie J. Fouse,
Assistant Secretary.
[FR Doc. 2025-24286 Filed 1-5-26; 8:45 am]
BILLING CODE 8011-01-P
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