Notice2026-02113
Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Repeal the Restated Certificate of Incorporation and Adopt a Certificate of Formation and Company Agreement
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
February 3, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 22 (Tuesday, February 3, 2026)</title>
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[Federal Register Volume 91, Number 22 (Tuesday, February 3, 2026)]
[Notices]
[Pages 4980-4985]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-02113]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104736; File No. SR-BX-2026-005]
Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Repeal the
Restated Certificate of Incorporation and Adopt a Certificate of
Formation and Company Agreement
January 29, 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 January 21, 2026, Nasdaq BX, Inc. (``BX'' or ``Exchange'') 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 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 repeal the Restated Certificate of
Incorporation of the Exchange (``Certificate of Incorporation'') and
adopt the Certificate of Formation (``Certificate of Formation'') and
the Limited Liability Company Agreement of Nasdaq Texas,
[[Page 4981]]
LLC (``LLC Agreement'') as well as amend the Bylaws of the Exchange
(``Bylaws'') to reflect (1) the proposed conversion of the Exchange to
a Texas limited liability company (``LLC'') and proposed name change to
``Nasdaq Texas, LLC;'' (2) a change in address of the registered office
for the Exchange; (3) certain changes to the Bylaws due to the proposed
conversion of the Exchange to a Texas LLC that are substantive but not
material; and (4) certain non-substantive conforming changes.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://listingcenter.nasdaq.com/rulebook/bx/rulefilings">https://listingcenter.nasdaq.com/rulebook/bx/rulefilings</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 aspects 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 purpose of the proposed rule change is to convert the Exchange
from a corporation organized under the laws of the state of Delaware to
a limited liability company organized under the laws of the state of
Texas. Specifically, the Exchange proposes to repeal the Restated
Certificate of Incorporation of Nasdaq BX, Inc. (``Certificate of
Incorporation''), adopt the Certificate of Formation (``Certificate of
Formation'') and the Limited Liability Company Agreement of Nasdaq
Texas, LLC (``LLC Agreement''), as well as amend the Bylaws of the
Exchange (``Bylaws'') to reflect (1) the proposed conversion of the
Exchange to a Texas limited liability company (``LLC'') and proposed
name change to ``Nasdaq Texas, LLC''; (2) a change in address of the
registered office for the Exchange; (3) certain changes to the Bylaws
due to the proposed conversion of the Exchange to a Texas LLC that are
substantive but not material; and (4) certain non-substantive
conforming changes.
The Exchange is proposing to convert to an LLC to more closely
conform its organizational structure to that of other Nasdaq, Inc.
entities.\3\ To effect such change, the Exchange proposes to repeal the
Certificate of Incorporation and file the Certificate of Formation with
the Texas Secretary of State, together with a Certificate and Plan of
Conversion. By virtue of the conversion, the Exchange will convert from
a corporation organized under the laws of the state of Delaware to an
LLC organized under the laws of the state of Texas and all rights,
privileges, powers, property and liabilities shall vest in the LLC at
the time of conversion.
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\3\ See Nasdaq Stock Market LLC governing documents, available
at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaq/rules">https://listingcenter.nasdaq.com/rulebook/nasdaq/rules</a>; see also
Nasdaq PHLX, LLC governing documents available at <a href="https://listingcenter.nasdaq.com/rulebook/phlx/rules">https://listingcenter.nasdaq.com/rulebook/phlx/rules</a> and Nasdaq ISE, LLC
governing documents available at <a href="https://listingcenter.nasdaq.com/rulebook/bx/rules">https://listingcenter.nasdaq.com/rulebook/bx/rules</a>.
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All changes described herein would become operative upon the filing
of the Certificate Conversion with the Delaware Secretary of State and
the filing of the Certificate of Formation, Certificate of Conversion
and Plan of Conversion with the Texas Secretary of State.
The Exchange is not proposing to affect the duties of the
Exchange's role as a ``national securities exchange'' registered under
Section 6 of the Act.\4\ The Exchange's proposed formation documents,
including the Certificate of Formation, Limited Liability Agreement and
Bylaws, are consistent in form and scope with the governing documents
of other Nasdaq, Inc. entities.\5\ The proposed changes will not
substantively impact the Exchange's existing rules or its current
obligations and requirements under its governing documents or the Act.
The Exchange is not proposing any changes to its rules or various fee
schedules other than the technical amendments to implement the
conversion to a Texas corporation and the name change, as set forth
below.
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\4\ 15 U.S.C. 78f.
\5\ See supra note 4.
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To effect the changes, the Exchange proposes the following
amendments, as reflected in Exhibit 5.
Certificate of Formation
In order to convert from a Delaware corporation to a Texas LLC, a
Certificate of Conversion will be filed with the Secretary of State of
the State of Delaware in addition to a Certificate of Conversion and a
Certificate of Formation which will be filed with the Secretary of
State of the State of Texas. The conversion certificates are necessary
to effect the conversion of the Exchange from a Delaware corporation to
a Texas LLC pursuant to the Texas Business Organizations Code (``BOC'')
and the Delaware Limited Liability Company Act however, all current
rights, privileges, powers, property and liabilities of the Exchange
shall carry over to the new limited liability company.
Further, the BOC requires that a Certificate of Formation be filed
to accomplish the formation of the LLC. Unlike a Certificate of
Incorporation which may contain actual governing provisions, a
Certificate of Formation typically only sets forth limited pieces of
information. As such, only the information in Articles First, Second,
Third and Fifth of the Exchange Certificate of Incorporation are
reflected in the Certificate of Formation, with certain changes.
More specifically, current Article First states the name of the
Exchange. As required by Form 205,\6\ the name set forth in Article 1
of the Certificate of Formation reflects the new name ``Nasdaq Texas,
LLC'' rather than ``Nasdaq BX, Inc.'' The LLC is referred to as a
``limited liability company'' in this provision rather than a
``corporation.''
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\6\ See Form 205 of the Secretary of State of the State of
Texas, Article 1, Entity Name and Type.
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Current Article Second provides the name and address of the
Exchange's registered agent and the registered office address in
Delaware. As required by Form 205,\7\ Article 2 of the Certificate of
Formation will set forth the change in the address of the Exchange's
registered office address from Delaware to Texas. The registered agent
will remain unchanged,\8\ and the new Texas address will be located at
1999 Bryan Street, Suite 900, Dallas, TX 75201.
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\7\ See Form 205 of the Secretary of State of the State of
Texas, Article 2, Registered Agent and Registered Office.
\8\ The Certificate of Formation reflects the registered agent's
name as CT Corporation System, but the agent is the same entity as
The Corporation Trust Company, which is reflected in Article Second
of the Certificate of Incorporation.
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As required by Form 205,\9\ Article 3 will list the names of the
Exchange's initial managers. The managers set forth in Article 3 are
the same as the directors that are currently serving on the Board and
they have the same term, so there would be no change to the Board.
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\9\ See Form 205 of the Secretary of State of the State of
Texas, Article 3, Governing Authority.
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As required by Form 205,\10\ Article 4 will specify that the
purpose for which the Exchange is formed ``is for the transaction of
any and all lawful
[[Page 4982]]
business for which a limited liability company may be organized under
the BOC.'' The purpose enumerated in current Article Third, includes:
``(i) supporting the operation, regulation, and surveillance of the
national securities exchange operated by the Corporation, (ii)
preventing fraudulent and manipulative acts and practices, promoting
just and equitable principles of trade, fostering cooperation and
coordination with persons engaged in regulating, clearing, settling,
processing information with respect to, and facilitating transactions
in securities, removing impediments to and perfecting the mechanisms of
a free and open market and a national market system, and, in general,
protecting investors and the public interest, (iii) supporting the
various elements of the national market system pursuant to Section 11A
of the Securities Exchange Act of 1934 (the ``Exchange Act'') and the
rules thereunder, (iv) fulfilling the Corporation's self-regulatory
responsibilities as set forth in the Exchange Act, and (v) supporting
such other initiatives as the Board may deem appropriate.'' \11\
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\10\ See Form 201 of the Secretary of State of the State of
Texas, Article 4, Purpose.
\11\ As noted below, language substantially similar to this is
included in Section 7 of the LLC Agreement.
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The Exchange's initial mailing address, as required by Form
205,\12\ Article 5, will be the same as the registered office address
provided in Article 2.
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\12\ See Form 201 of the Secretary of State of the State of
Texas, Article 5, Initial Mailing Address.
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As required by Form 205,\13\ Article 6, the name and address of the
Organizer will be Erika Moore, 1100 New York Avenue NW, 3rd Floor,
Washington, DC 20005.
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\13\ See Form 201 of the Secretary of State of the State of
Texas, Article 6, Organizer.
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The governing provisions of a Texas LLC must be set forth in the
company agreement of such Texas LLC. Therefore, the remaining
provisions of the repealed Restated Certificate of Incorporation will
be reflected in the LLC Agreement and Bylaws, as together, these
documents are considered the company agreement of the Exchange for
purposes of the BOC (the ``Company Agreement'').\14\
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\14\ The BOC requires a company agreement for an entity to be
duly formed (see BUS ORG Sec. 101.631). Additionally, a limited
liability company agreement is defined in Section 101.001 as an
agreement that governs the affairs or the conduct of the limited
liability company. Both the Exchange Bylaws and the Exchange LLC
Agreement together constitute the limited liability company
agreement for purposes of the BOC.
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Exchange Bylaws
Following the conversion of the Exchange, it is proposed that the
Exchange adopt the Company Agreement. As noted above, the Company
Agreement will consist of an LLC Agreement and the Bylaws. Currently,
the Bylaws are based on Delaware corporate requirements; however, once
the Exchange converts to an LLC, the Bylaws will be structured to align
with the requirements of a Texas LLC and are attached as Exhibit A to
the LLC Agreement. The proposed Bylaws are substantially similar to the
structure of the bylaws of Nasdaq ISE, LLC (``ISE Bylaws''), with
certain modifications to reflect that the Exchange is a Texas LLC,
whereas ISE is a Delaware LLC, as further explained below.\15\ As a
result, there are significant differences between the current and the
proposed Bylaws.
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\15\ Similar to BX, Nasdaq ISE, LLC is a national securities
exchange that has Nasdaq, Inc as its ultimate parent entity.
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For example, the Exchange intends to add language to the Preamble
of the proposed Bylaws that pairs the Bylaws with the proposed LLC
Agreement which will reflect that the two documents work together to
form the Company Agreement. The Exchange also proposes to add the term
``Executive Representative,'' which is defined in proposed Article I(k)
and used in proposed Article II, Section 1(b), to clarify the
procedures and individuals involved with annual elections of Member
Representatives, and to conform the proposed Bylaws to the ISE Bylaws.
Additionally, the Exchange proposes to amend the Bylaws to reflect
provisions that are not applicable to a manager-managed LLC. First, the
Exchange proposes to amend current Section 4.5 regarding the basis for
removing or disqualifying a Director \16\ to more closely align with
Section 9(i) of the proposed LLC Agreement. The Exchange also proposes
to add a requirement to Article II, Section 3 that the sole member of
the LLC (``Sole LLC Member'') shall select a Director. The proposed
change also will effectively eliminate stockholders, and
responsibilities formerly held by the sole stockholder of the Exchange
would shift to the Sole LLC Member. This proposed change also conforms
to how limited liability companies typically operate, and the language
conforms to the ISE Bylaws. Second, the Exchange will remove Article
III (Meeting of Stockholders), Article IX (Capital Stock) Article X
Section 10.1 (Corporate Seal) of the current Bylaws in its entirety
because the proposed conversion to an LLC will effectively eliminate
the Exchange's stockholders and the Exchange will no longer have
capital stock and will no longer need to hold annual or special
stockholder meetings. Rather, the Exchange will continue as a manager-
managed entity. Third, the Exchange will remove certain provisions of
current Bylaws Section 4.4 related to the annual election of directors
by stockholder vote, current Bylaws Section 4.10 related to annual
meetings and current Bylaws Section 4.15(b) related to the approval of
a conflict transaction by the stockholders because the Exchange will no
longer have stockholders or annual stockholder meetings following its
conversion to an LLC. Rather, Article II and Article III, Section 1 of
the proposed LLC Agreement will provide for the election/selection of
directors, and proposed Article III, Section 7 will address how
conflicts of interest are handled. The language in those provisions
conform to the LLC Agreement of Nasdaq ISE, LLC (``ISE LLC
Agreement'').
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\16\ Pursuant to the Bylaws ``Director'' shall mean the Persons
(as defined in the LLC Agreement) elected or appointed to the Board
of Directors from time to time in accordance with the LLC Agreement
and the Bylaws, in their capacity as managers of the Company.
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The Exchange proposes removing certain portions of the current
Bylaws to align with the ISE Bylaws. First, the Exchange is proposing
to remove the conflict of interest provision in current Section 4.15(b)
of the Bylaws which states that no contract or transaction is void
solely because an interested party is present at the meeting or votes.
Similarly, the Exchange proposes removing current Bylaws Section 10.2
(Fiscal Year) because the ISE Bylaws do not specifically define the
fiscal year. Additionally, the Exchange proposed to move current
Section 4.12 (Committees) to Section 9(g) of the proposed LLC
Agreement. The Exchange is also proposing to remove the Arbitration and
Mediation Committee provisions in current Bylaws Section 4.14(e)
because no other Nasdaq-operated exchange, including ISE, currently has
an Arbitration and Mediation Committee, and this committee is no longer
part of the typical governance structure for the Nasdaq-operated
exchanges. Additionally, the Exchange proposes moving the
indemnification clauses in current Section 8.1 of the Bylaws to the
proposed LLC Agreement with the exception of certain provisions,
including: (i) disallowing advancement of expenses under certain
circumstances; (ii) extension of indemnification rights to heirs,
successors, executors, and administrators; (iii) reservation of
indemnification for the time prior to repeal, in the event the
indemnification
[[Page 4983]]
provision is repealed; (iv) right to recover advancement of expenses if
not paid in full within 60 days of a claim. These proposed changes to
the Bylaws are intended to conform with the ISE Bylaws, which do not
contain such specific or inclusive indemnification rights. The Exchange
also proposes removing the provision regarding indemnification
insurance, or current Bylaws Section 8.2 to conform with the ISE
Bylaws, which also do not contain this specific provision.
As noted above, the Exchange's proposed updated Bylaws are in
substantially the same form as the ISE Bylaws, with certain
modifications to reflect the conversion to a Texas LLC. Generally, the
Exchange proposes to replace all references to ISE with Nasdaq Texas
and all references to Delaware law with references to the corresponding
Texas law in addition to the following amendments described below.
The proposed Preamble language mirrors the language used in the ISE
Bylaws. The Exchange proposes non-substantive changes to Article I
(Definitions) to clarify certain defined terms and to align the terms
to be consistent with the terms used in the LLC Agreement. Also, while
ISE and BX both have Review Councils, ISE does not have a Listing
Hearing Review Council. Therefore, the Exchange proposes to modify the
definitions to add an Exchange Listing Hearing Review Council member to
the definitions of ``Industry member,'' ``Member Representative
Member'' and ``Public member.'' The Exchange also proposes to amend the
name of the Company Member or Sole LLC Member, as defined in Article
1(e) to mean Nasdaq, Inc. rather than International Securities Exchange
Holdings, Inc. to align with the corporate structure of the Exchange.
Article II (Annual Election of Member Representative Directors and
Other Actions By Exchange Members), Article III (Board of Directors)
and Article IV (Officers, Agents, and Employees), as proposed are
substantively identical to the ISE Bylaws. However, the Exchange is
proposing to make a substantive but non-material change to Article III,
Sections 6, 7 and 8 to add a reference to the Exchange Listing and
Hearing Review Council.
As discussed above, while ISE and BX both have Review Councils, ISE
does not currently have a Listing and Hearing Review Council.
Therefore, the Exchange has added Article V (Exchange Listing and
Hearing Review Council) to describe the Listing and Hearing Review
Council, which is substantively identical to the current description in
the BX bylaws.
Article VI (Exchange Review Council) as proposed, is substantially
similar to the current ISE requirements and substantially identical to
the current BX bylaws. However, the rule references in Section 9 are
modified to conform to the Exchange rules.
As proposed, Article VII (Miscellaneous Provisions), Article VIII
(Amendments; Emergency Bylaws) and Article IX (Exchange Authorities)
are substantively identical to the ISE Bylaws.
Exchange Limited Liability Company Agreement
Similar to the Bylaws, the LLC Agreement proposed by the Exchange
is based on, and substantially similar to, the current ISE LLC
Agreement with certain modifications as discussed below. Because the
LLC Agreement and the Bylaws act together to form the Company
Agreement, certain governing provisions in the current Bylaws will
appear in the LLC Agreement instead. For example, the provisions
related to books and records, which appear as Section 10.5 in the
current Bylaws, will be discussed in Section 16 of the proposed LLC
Agreement.
Generally, the proposed LLC Agreement will contain non-substantive
and non-material differences from the ISE LLC Agreement such as (1)
replacing any reference to ISE with Nasdaq Texas, (2) removing all
references to Delaware state law and replacing them with references to
Texas state law, where applicable, (3) describing the Exchange as a
newly formed company rather than a company continuing from a merger,
where applicable and (4) capitalizing all terms that are capitalized
within the proposed Bylaws.
The preamble of the ISE LLC Agreement discusses the entity's
original corporate structure and the subsequent merger and conversion
into a Delaware LLC. The proposed preamble of the Exchange's LLC
Agreement differs from the ISE LLC Agreement because the Exchange's LLC
Agreement describe the formation of BX as a Delaware corporation and
its conversion into a Texas LLC.
The name of the Exchange in Section 1 will reflect the newly formed
Nasdaq Texas, LLC. The Exchange is not changing the principal business
office in Section 2 which shall be located at 151 W 42nd Street, New
York, NY 10036. While the registered agent is unchanged, Sections 3 and
4 of the LLC Agreement will reflect the new registered office and new
registered agent address, respectively.
The Exchange is not proposing to include references to a merger and
merger documents as discussed in Section 6 (currently titled
Certificates). Instead, the Exchange is proposing to rename the section
``Duration'' and only include the discussion addressing circumstances
that could affect the length of the Exchange's existence. Additionally,
to align with the BOC, the Exchange is proposing to incorporate winding
up and revocation within this section as additional reasons that may
affect the Exchange's existence.
Unlike the ISE Bylaws, only the Sole LLC Member is required to
adopt the proposed Bylaws. Therefore, the Exchange is not proposing to
include references to the Exchange and the Board from Section 9(c)
(Management) of the ISE LLC Agreement. However, the Exchange is
proposing to add clarifying language to Section 9(c) of the LLC
Agreement to explain that the Company Agreement consists of the Bylaws
and LLC Agreement.
Proposed Schedule A attached to the LLC Agreement, which provides
definitions not otherwise defined within the Company Agreement, will
have the following non-material differences from the current Schedule A
of the ISE LLC Agreement: (1) include the word ``exhibit'' to the list
of documents that define the term Agreement; (2) for the definition of
``bankruptcy,'' and ``company,'' remove references to Delaware law and
replace it with references to Texas law; (3) remove the term
``certificate of formation'' and replace it with the term and
definition for Certificate of Conversion; (4) remove the term
``Certificate of Merger'' and replace it with the term ``Certificate of
Incorporation; (5) replace Nasdaq ISE with the name Nasdaq Texas; (6)
remove reference to ``ISE Member'' and replace the definition with the
term ``Nasdaq Texas Member;'' (7) replace International Securities
Exchange Holdings, Inc. with Nasdaq, Inc. within the definition of
``Sole LLC Member.''
Schedule B of the ISE LLC Agreement includes the name, mailing
address of the Sole LLC Member and its total interest in ISE. The
Exchange is proposing to include a similar Schedule B to the proposed
LLC Agreement to reflect Nasdaq, Inc. as the Sole LLC Member with a
mailing address of 151 West 42nd Street, New York, NY 10036 with 100
percentage interest in the Exchange.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with
[[Page 4984]]
Section 6(b) of the Act,\17\ in general, and furthers the objectives of
Section 6(b)(1) \18\ in particular, in that it enables 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, and to enforce compliance by its
exchange members and persons associated with its exchange members, with
the provisions of the Act, the rules and regulations thereunder, and
the rules of the Exchange. The Exchange also believes that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\19\ in that
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. In addition,
the proposed changes are consistent with Section 6(b)(3) of the
Act,\20\ which requires the rules of the Exchange to provide a fair
representation and requirements as to the selection of the directors of
the Exchange.
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\17\ 15 U.S.C. 78f(b).
\18\ 15 U.S.C. 78f(b)(1).
\19\ 15 U.S.C. 78f(b)(5).
\20\ 15 U.S.C. 78f(b)(3).
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In addition to converting to a Texas entity as discussed above, the
Exchange is also proposing to convert its corporate structure from a
corporation to an LLC. As such, pursuant to the BOC, the Exchange is
required to have a Certificate of Formation in lieu of a Certificate of
Incorporation. The differences in the certificates are intended to
reflect the conversion of the Exchange facilitate the Exchange's
compliance with Texas law, which enables 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, and to enforce compliance by its exchange
members and persons associated with its exchange members, with the
provisions of the Act, the rules and regulations thereunder, and the
rules of the Exchange. The proposed changes will not substantively
impact the Exchange's existing rules and all rights, privileges,
powers, property and liabilities shall vest in the LLC at the time of
conversion. The Exchange is not proposing to affect the duties of the
Exchange's role as a ``national securities exchange'' registered under
Section 6 of the Act.\21\ Moreover, the Commission has allowed for
another national securities exchange to be registered in Texas.\22\
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\21\ 15 U.S.C. 78f.
\22\ See Securities Exchange Act Release No. 34-102507 (Feb. 28,
2025) 90 FR 11445 (March 6, 2025) (SR-NYSECHX-2025-01).
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The Company Agreement, which includes Schedules A and B, is modeled
primarily after the ISE governing documents because ISE's corporate
structure is substantially similar to the Exchange's proposed structure
as an LLC. The proposed differences between the ISE documents and the
Company Agreement are non-substantive and non-material changes that do
not change or implicate the Exchange's governance as an ``exchange''
within the meaning of the Act. The proposed name changes in the Company
Agreement and the Certificate of Formation aligns certain provisions
with the BOC and facilitates compliance with Texas law, update
addresses, and effect non-substantive and non-material changes removes
impediments to and perfects the mechanism of a free and open market by
removing confusion that may result from corporate governance provisions
that are either unclear or inconsistent with the governing law. The
Exchange also believes that the proposed the Company Agreement provides
a fair representation and requirements as to the directors and removes
impediments to and perfects the mechanism of a free and open market by
ensuring that persons subject to the Exchange's jurisdiction,
regulators, and the investing public can more easily navigate and
understand the governing documents. The Company Agreement along with
the Certificate of Formation would accurately reflect that, by virtue
of the conversion, the Exchange will convert from a corporation
organized under the laws of the state of Delaware to an LLC organized
under the laws of the state of Texas.
The addition of the Exchange Listing and Hearing Review Council to
Article V of the Bylaws maintains consistency with the current BX
compliance requirements. Similarly, the proposed additions to Article
III Sections 6,7 and 8 of the Bylaws to add a reference to the Exchange
Listing and Hearing Review Council are not material and ensure
consistency with the LLC Agreement and existing obligations and
requirements for the Exchange Board, as specified elsewhere in the
proposed Bylaws, its other governing documents and its rules. Adding
the references will remove impediments to and perfect the mechanism of
a free and open market and a national market system by ensuring that
investors and market participants can more easily navigate, understand
and comply with the Bylaws in addition to further enabling 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, and to enforce compliance by its
exchange members and persons associated with its exchange members, with
the provisions of the Act, the rules and regulations thereunder, and
the rules of the Exchange.
Not including references to a merger and merger documents as
discussed in Section 6 of the LLC Agreement, will accurately reflect
the history of the formation of the Exchange. Similarly, removal of
references to the Exchange and the Board throughout the LLC Agreement
will accurately reflect the requirements for adopting the Bylaws.
Moreover, these proposed changes to the LLC Agreement will reduce
potential investor and market participant confusion and therefore
remove impediments to and perfect the mechanism of a free and open
market and a national market system. Additionally, these proposed
amendments would facilitate the Exchange's compliance with Texas law,
which would further 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, and to enforce compliance by its exchange members and persons
associated with its exchange members, with the provisions of the Act,
the rules and regulations thereunder, and the rules of the Exchange.
The Exchange is not proposing to affect the corporate governance of
the Exchange as an ``national securities exchange'' registered under
Section 6 of the Act and its existing governance requirements,
including as to membership of the Board, will not change and will
remain consistent with Section 6(b)(3) of the Act.
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 is
not intended to address competitive issues but rather is concerned
solely with repealing the Exchange Certificate of Incorporation,
adopting the Exchange Certificate of Formation and updating the
Exchange to reflect the corporate organizational changes and name
change.
[[Page 4985]]
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
Pursuant to Section 19(b)(3)(A) of the Act \23\ and Rule 19b-
4(f)(6) \24\ thereunder, the Exchange has designated this proposal as
one that effects a change that: (i) does not significantly affect the
protection of investors or the public interest; (ii) does not impose
any significant burden on competition; and (iii) by its terms, does not
become operative for 30 days after the date of the filing, or such
shorter time as the Commission may designate if consistent with the
protection of investors and the public interest.\25\
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\23\ 15 U.S.C. 78s(b)(3)(A).
\24\ 17 CFR 240.19b-4(f)(6).
\25\ 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 pursuant to Rule 19b-4(f)(6) under the
Act normally does not become operative for 30 days after the date of
its filing. However, Rule 19b-4(f)(6)(iii) \26\ permits the Commission
to designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange requests
that the Commission waive the 30-day operative delay. The Exchange
states that granting the operative delay will allow it to expedite its
corporate governance restructuring, which in turn would permit the
immediate submission and implementation of additional proposals such as
establishing new listing rules and fees and changing the Exchange's
name throughout the current rulebook. The Exchange believes that
waiving the operative delay will ensure that it maintains its
obligations as a national securities exchange registered under Section
6 of the Act and Texas law, while also helping to mitigate potential
confusion among investors and market participants regarding the
Exchange's corporate governance framework. The proposed rule change
facilitates the Exchange's corporate governance restructuring
objectives and raises no novel regulatory issues. Therefore, the
Commission believes that it is consistent with the protection of
investors and the public interest for the Exchange to implement this
proposal prior to 30-days from the date of filing. Accordingly, the
Commission hereby waives the 30-day operative delay and designates the
proposed rule change operative upon filing.\27\
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\26\ 17 CFR 240.19b-4(f)(6)(iii).
\27\ For purposes only of waiving the 30-day operative delay,
the Commission has also 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.
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
<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#790b0c151c541a1614141c170d0a390a1c1a571e160f"><span class="__cf_email__" data-cfemail="f183849d94dc929e9c9c949f8582b1829492df969e87">[email protected]</span></a>. Please include
file number SR-BX-2026-005 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 number SR-BX-2026-005. 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="https://www.sec.gov/rules/sro.shtml">https://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-BX-2026-005 and should be submitted on
or before February 24, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\28\
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\28\ 17 CFR 200.30-3(a)(12), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-02113 Filed 2-2-26; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on February 3, 2026.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.