Notice2026-06932
Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To: Amend and Restate the Seventh Amended and Restated Stockholders' Agreement of TXSE Group Inc. as the Eighth Amended and Restated Stockholders' Agreement; Adopt the Texas Certificate of Formation of TXSE Group Inc. To Replace the Sixth Amended and Restated Certification of Incorporation of TXSE Group Inc.; Adopt the Bylaws of TXSE Group Inc. To Replace the Second Amended and Restated Bylaws of TXSE Group Inc.; Adopt the Texas Certificate of Formation of the Texas Stock Exchange LLC To Replace the Delaware Certificate of Formation of the Texas Stock Exchange LLC; and Adopt the Company Agreement of the Texas Stock Exchange LLC To Replace the Third Amended and Restated Limited Liability Company Agreement of the Texas Stock Exchange LLC
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
April 10, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 69 (Friday, April 10, 2026)</title>
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[Federal Register Volume 91, Number 69 (Friday, April 10, 2026)]
[Notices]
[Pages 18509-18515]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-06932]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105160; File No. SR-TXSE-2026-004]
Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To:
Amend and Restate the Seventh Amended and Restated Stockholders'
Agreement of TXSE Group Inc. as the Eighth Amended and Restated
Stockholders' Agreement; Adopt the Texas Certificate of Formation of
TXSE Group Inc. To Replace the Sixth Amended and Restated Certification
of Incorporation of TXSE Group Inc.; Adopt the Bylaws of TXSE Group
Inc. To Replace the Second Amended and Restated Bylaws of TXSE Group
Inc.; Adopt the Texas Certificate of Formation of the Texas Stock
Exchange LLC To Replace the Delaware Certificate of Formation of the
Texas Stock Exchange LLC; and Adopt the Company Agreement of the Texas
Stock Exchange LLC To Replace the Third Amended and Restated Limited
Liability Company Agreement of the Texas Stock Exchange LLC
April 7, 2026.
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 March 23, 2026, 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: (i) amend and restate the Seventh
Amended and Restated Stockholders' Agreement of TXSE Group Inc.
(hereinafter ``TXSE Group'') as the Eighth Amended and Restated
Stockholders' Agreement (``Stockholders' Agreement''), adopt the Texas
Certificate of Formation of TXSE Group (``Group Certificate of
Formation'') to replace the Sixth Amended and Restated Certificate of
Incorporation of TXSE Group filed in the State of Delaware, and adopt
the Bylaws of TXSE Group as a corporation in the State of Texas
(``Bylaws'') to replace the Second Amended and Restated Bylaws of TXSE
Group; and (ii) adopt the Texas Certificate of Formation of TXSE
(``TXSE Certificate of Formation'') to replace the Certificate of
Formation of TXSE filed in the State of Delaware and adopt the Company
Agreement of TXSE (``Company Agreement'') as a limited liability
company in Texas to replace the Third Amended and Restated Limited
Liability Company Agreement of TXSE as a Delaware limited liability
company. 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. The text of the proposed rule change
is provided in Exhibit 5.
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 purpose of the proposed rule change is to convert the Exchange
and TXSE Group, a limited liability company and corporation
respectively, and each organized under the laws of the State of
Delaware, to a limited liability company and corporation, respectively,
each organized under the laws of the State of Texas. Specifically, the
Exchange proposes to: (i) amend and restate the Seventh Amended and
Restated Stockholders' Agreement of TXSE Group as the Eighth Amended
and Restated Stockholders' Agreement, adopt the Group Certificate of
Formation to replace the Sixth Amended and Restated Certificate of
Incorporation of TXSE Group filed in the State of Delaware, and adopt
the Bylaws in the State of Texas to replace the Second Amended and
Restated Bylaws of TXSE Group; and (ii) adopt the TXSE Certificate of
Formation to replace the Certificate of Formation of TXSE filed in the
State of Delaware and adopt the Company Agreement as a limited
liability company in Texas to replace the Third Amended and Restated
Limited Liability Company Agreement of TXSE as a Delaware limited
liability company. The above changes reflect the following: (1) the
proposed conversion of the Exchange and TXSE Group to be a Texas
limited liability company and Texas corporation, respectively, (2) a
change in the address and name of the registered office and registered
agent of the Exchange and TXSE Group, (3) certain changes reflected in
the Group Certificate of Formation, the Stockholders' Agreement,
Bylaws, TXSE Certificate of Formation, and Company Agreement, all of
which are attributed to the conversion of the Exchange and TXSE Group
to be Texas entities, and the ensuing compliance with applicable Texas
laws therein, and (4) certain non-substantive and non-material
conforming changes.
The Exchange is proposing to reincorporate both the Exchange and
TXSE Group to become a Texas limited liability company, and a Texas
corporation, respectively. By virtue of this conversion, The Exchange
will convert from a limited liability company organized under the laws
of the State of Delaware to a limited liability company organized under
the laws of the State of Texas, and TXSE Group will convert from a
corporation organized under the laws of the State of Delaware to a
corporation organized under the laws of the State of Texas. In both
instances all rights, privileges, powers, property, and liabilities
shall vest to the newly formed entities at the time of conversion.
All changes described herein would become operative upon the filing
of the Certificates of Conversion with the Delaware Secretary of State
and the Certificates of Formation, Certificates of
[[Page 18510]]
Conversion, and Plans of Conversion with Texas Secretary of State.
The changes proposed by the Exchange do not affect the duties of
the Exchange's role as a ``national securities exchange'' registered
under Section 6 of the Act \5\ in that they do not materially alter
TXSE Group's or the Exchange's governance framework; amend any of
provisions related to the Exchange's obligations as a self-regulatory
organization or 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.
The Exchange's proposed documents and changes described herein will not
substantively impact the Exchange's existing rules or its current
obligations and requirements under its governing documents or the Act,
including, but not limited to Section 6(b)(3) of the Act with respect
to fair representation of the members of the Exchange in the selection
of directors, and administration, of the Exchange. The Exchange is not
proposing any changes to its rulebook. In fact, the only changes being
proposed are amendments designed to contemplate the conversion of the
Exchange and TXSE Group to be Texas entities, and to comply with
applicable Texas laws.
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\5\ 15 U.S.C. 78f.
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To effectuate the changes, the Exchange proposes the following
amendments, which are further reflected in Exhibit 5.
Group Certificate of Formation
In order to convert from a Delaware corporation to a Texas
corporation, 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 effectuate the conversion of TXSE Group
from a Delaware corporation to a Texas Corporation pursuant to the
Texas Business Organizations Code (``TBOC'') and the Delaware Limited
Liability Company Act. All rights, privileges, powers, property, and
liabilities of TXSE Group shall transfer to the new Texas Corporation
upon filing.
The TBOC requires that a Certificate of Formation be filed with the
Secretary of State in order to successfully accomplish the formation of
a new corporation. Currently, many of the naming conventions and
certain provisions of the Sixth Amended and Restated Certificate of
Incorporation of TXSE Group are, rightfully, based on Delaware
corporate requirements. Thus, in effectuating the change from a
Delaware corporation to a Texas corporation, it is proposed that, as
part of the conversion process, the Certificate of Formation correctly
reflect and address the change of state of incorporation and ensure
alignment and compliance with applicable Texas laws. The Group
Certificate of Formation is substantively similar to the Sixth Amended
and Restated Certificate of Incorporation. With respect to the Group
Certificate of Formation that is the subject of this filing, the
Exchange is proposing to make the following changes:
<bullet> All references to the ``Sixth Amended and Restated
Certificate of Incorporation of TXSE Group Inc.'' will be updated to be
the ``Certificate of Formation of TXSE Group Inc.'' Additionally,
references to that title, or to the Certificate of Incorporation
generally, throughout the document will be updated to reflect the above
change and appropriate nomenclature.
<bullet> All references to Delaware, notwithstanding the reference
to the Firm's history as a Delaware corporation in preamble Section 1,
will be updated to reflect the new state of incorporation, Texas.
<bullet> All references to ``stockholder(s)'' will be updated to
``shareholder(s).''
<bullet> Preamble number 1 will state TXSE Group's principal place
of business as 4550 Travis Street, Suite 650, Dallas, Texas 75205.
<bullet> Preamble numbers 2, 3, 4, 5, 6, 7, 8, 9, and 10 that
identify the historical updates made to amend and restate the Delaware
Certificate of Incorporation will be removed.
<bullet> A new preamble number 2 will be added to identify the
conversion of TXSE Group from a Delaware corporation to a Texas
corporation, and include the date of conversion, pursuant to filing
with the respective states.
<bullet> The First Article will identify that the name of the
corporation is TXSE Group Inc., and that the corporation a for-profit
corporation.
<bullet> The Second Article will be updated to identify the
following:
[cir] That the name of the registered agent will be updated from
``Capitol Services, Inc.'' to ``Capitol Corporate Services, Inc.''
[cir] That the address of the registered agent will be updated to
become 1501 S MoPac Expy., Suite 220, Austin, TX 78746.
[cir] That the initial mailing address of the corporation is 4450
Travis Street, Suite 650, Dallas, Texas 75205.
<bullet> The Third Article will remove the reference the Delaware
General Corporation Law (``DGCL'') and include the TBOC. Other
references to the DGCL elsewhere in the document will also be updated
to be the TBOC.
<bullet> The Fourth Article will be updated as follows:
[cir] That a ``certificate of designation'' will be updated to be
identified as a ``statement of resolution.''
[cir] With respect to preferred stock, the following will be
removed ``and no vote of the holders of any series of Preferred Stock,
voting as a separate class, shall be required therefor, unless a vote
of any such holders is required pursuant to the terms of any Preferred
Stock Designation.'' and replaced with ``Except as otherwise required
by this Certificate of Formation, and notwithstanding any provision of
the TBOC to the contrary, (y) all classes or series of stock are
entitled to vote as a single class or series, and separate voting by
class or series is not required, for the purpose of approving any
matter, including in connection with any ``fundamental action'' or
``fundamental business transaction'' as defined in the TBOC, and (z)
the approval of a ``fundamental action'' or ``fundamental business
transaction'' as defined in the TBOC requires the affirmative vote of
the holders of at least a majority of the voting power of all of the
outstanding shares of stock entitled to vote thereon, voting together
as a single class.'' \6\
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\6\ For clarity, the proposed new language in this provision is
substantially similar to the language in the current Sixth Amended
and Restated Certificate of Incorporation of TXSE Group, and the
only meaningful difference is that the proposed change provides
further clarity that all classes of stock are entitled to vote as a
single class; See also TEX BUS ORG CODE Sections 21.456-458
(outlining voting requirements with respect to fundamental business
transactions).
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<bullet> A new Fifth Article will be added to identify that the
corporation affirmatively elects to be governed by Section 21.419 of
the TBOC, with respect to a minimum of 3% of shares outstanding for a
derivative proceeding to be instituted. Specifically, any time TXSE
Group has any class or series of its Common Stock listed on a national
securities exchange (as defined in Section 1.002(55-a) of the TBOC) or
has 500 or more shareholders, no shareholder (as defined in Section
21,551(2) of the TBOC) of TXSE Group may institute or maintain a
derivative proceeding unless the shareholder, as the time of the
derivative proceeding is instituted, holds at least three (3)
[[Page 18511]]
percent of the outstanding shares of TXSE Group.\7\
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\7\ See TEX BUS ORG CODE Section 21.552.
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<bullet> The Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh,
Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, and
Eighteenth Articles will be updated to be the Sixth, Seventh, Eighth,
Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth,
Sixteenth, Seventeenth, Eighteenth, and Nineteenth Articles,
respectively. Internal references to Articles within the document will
be updated accordingly.
<bullet> The date in the new Sixth Article, subsection (a)(xi),
will be updated to reflect the date when the Eighth Amended and
Restated Stockholders' Agreement is executed. Additionally, references
to the Seventh Amended and Restated Stockholders' Agreement will be
updated to be the Eighth Amended and Restated Stockholders' Agreement.
<bullet> The new Eighth Article, subsection (c), will specifically
identify the initial board of directors of the corporation.
<bullet> The new Tenth Article will be updated as follows:
[cir] The first paragraph will have an italicized label of
``Actions by Written Consent of Shareholders.''
[cir] A new subsection (b) will be added to identify specific
individuals and entities who will be entitled to call a special
meeting, in accordance with the TBOC.\8\
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\8\ See TEX BUS ORG CODE Section 21.352 (identifying that a
special meeting may be called by: (1) the president, board of
directors, or any other person authorized to call special meetings
by the certificate of formation or bylaws of a corporation, or (2)
the holders of the percentage of shares specified in the certificate
of formation, not to exceed 50 percent of the shares entitled to
vote or, if no percentage is specified, at least 10 percent of all
the shares of the corporation entitled to vote at the proposed
special meeting).
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<bullet> The new Twelfth Article will include qualifying language
in subsection (a) that the corporation will indemnify a covered person
if that covered person was acting in good faith and in a manner that
the covered person reasonably believed was not opposed to the best
interests of the corporation. Additionally, subsection (b) will include
qualifying language that the corporation will advance expenses
reasonably incurred by a covered person in defending a proceeding only
after the covered person delivers to the corporation written
affirmation of their good faith belief they have met the standard of
indemnification set forth in Chapter 8 of the TBOC, and that covered
persons must repay advanced amounts if is determined that the covered
person did not meet the standard necessary for indemnification under
Chapter 8 of the TBOC.
<bullet> The new Seventeenth Article will be updated as follows:
[cir] The removal of the Delaware Court of Chancery and the
addition of the Business Court in the First Business Court Division, or
if the Business Court determines it lacks jurisdiction, a federal
district court in the Northern District of Texas, Dallas Division, as
the exclusive forum for derivative actions, and breaches of fiduciary
duty, among other claims.
[cir] Specifically, with respect to claims brought regarding
breaches of fiduciary duty, language will be added to contemplate
claims brought for aiding and abetting a breach of fiduciary duty.
[cir] The addition of qualifying language in subsection (b)(v)
regarding the internal affairs doctrine that the claim must relate to
or involve the corporation.
[cir] The update of subsection (b)(vi) that changes ``internal
corporate claim'' to ``internal entity claim.''
[cir] The update of subsection (b)(vi), removing reference to
Section 115 of the DGCL and adding reference to Section 2.115 of the
TBOC.
[cir] The addition of subsection (b)(vii) that to the extent a
claim is within the jurisdiction of the jurisdiction of the Business
Court, including any claims within the supplemental jurisdiction of the
Business Court, that any person holding an interest in the Corporation
is deemed to have notice of this section and has irrevocably and
unconditionally agreed that the Business Court shall be the sole and
exclusive forum for the resolution of the foregoing dispute to the
fullest extent permitted by law.
[cir] The inclusion of language identifying that unless the
Corporation consents, federal district courts of the United States
shall be the exclusive forum for any complaint arising out of the
Securities Act of 1933.
[cir] A new subsection (c) will be added, identifying shareholders'
waiver of the right to a jury trial.\9\
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\9\ Subsection (c) is intended to provide clarity in that the
appropriate forum for claims will be the Business Court in the First
Business Court Division, as specified in subsection (b) of Article
17. The changes reflect no substantive difference in that both the
Delaware Court of Chancery and the Texas Business Courts do not
provide for jury trials.
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Stockholders' Agreement
Following the conversion of both TXSE Group and the Exchange, from
Delaware entities to Texas entities, it is proposed that TXSE Group
amend its Stockholders' Agreement. Currently, many of the naming
conventions and certain provisions of the Seventh Amended and Restated
Stockholders' Agreement are based on Delaware corporate requirements,
and thus in effectuating the change from a Delaware corporation to a
Texas corporation, it is proposed that the Stockholders' Agreement be
updated to correctly reflect and address the change and ensure
alignment and compliance with applicable Texas laws. The proposed
Stockholders' Agreement is substantively similar to the previous
iteration, with non-substantive and non-material updates being
proposed. With respect to the specific updates in the Stockholders'
Agreement, the Exchange is proposing to make the following changes:
<bullet> All references to the ``Seventh Amended and Restated
Stockholders' Agreement will be updated to be the ``Eighth Amended and
Restated Stockholders' Agreement.''
<bullet> The date will be updated to reflect the Stockholders'
Agreement is being made as of [<bullet>], 2026.
<bullet> All references to TXSE Group Inc. being a ``Delaware
corporation'' will be updated to be a ``Texas corporation.''
Additionally, all references to Delaware will be updated to reflect the
new state of incorporation, Texas.
<bullet> References to the previous iteration of the document being
the ``Sixth Amended and Restated Stockholders' Agreement'' will be
updated to be the ``Seventh Amended and Restated Stockholders'
Agreement.''
<bullet> A sentence will be added to the preamble identifying that
``This Agreement shall become effective at the Reincorporation Time (as
defined below).''
<bullet> All references to the ``Certificate of Incorporation''
will be updated to be the ``Certificate of Formation.''
<bullet> The following definition will be added in the definitions
section 1.tt: ``Reincorporation Time'' means the ``Effective Time'' as
defined in that certain Plan of Conversion approved and adopted by the
Board on [March 3, 2026], or such other date as the Board determines;
provided that such Reincorporation Time shall be no later than June 30,
2026.''
<bullet> The subsequent definitions previously in Section 1,
subsections tt., uu., vv., ww., xx., yy., zz., aaa., bbb., will now be
uu., vv., ww., xx., yy., zz., aaa., bbb., ccc., respectively.
<bullet> All references to ``stockholder(s)'' will be updated to
``shareholder(s).'' \10\
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\10\ For clarity, this change refers to generic references to
stockholders and shareholders, respectively, and does not alter any
defined terms within the Stockholders' Agreement.
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<bullet> With respect to BlackRock Consent Rights (Section
2.e.(i)), Citadel Consent
[[Page 18512]]
Rights (Section 2.h.(i)), Schwab Consent Rights (Section 2.j.(i)), JPM
Consent Rights (Section 2.l.(i)), BofA Consent Rights (Section
2.n.(i)), and Goldman Consent Rights (Section 2.p.(i)), language will
be removed with respect to undertaking a change in corporate form or
jurisdiction, specifically, relating to a change from Delaware to
Texas.
<bullet> Section 2.u will be added to contemplate the preservation
of the authority of the board as prescribed by the TBOC Section 21.110.
<bullet> With respect to amendments subject to the approval of
Controlling Stockholders \11\ in Section 7, references Section 2.u, as
discussed above, have been included with respect to the Warren Family,
BlackRock, Citadel, Schwab, JPM, BofA, and Goldman.
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\11\ The term ``Controlling Stockholders'' is a defined term
within the Stockholders' Agreement and is defined as ``one or more
Stockholders holding at least a majority of the Shares held in
aggregate by the Stockholders.''
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Bylaws
Following the conversion of both TXSE Group and the Exchange, from
Delaware entities to Texas entities, it is proposed that TXSE Group
adopt its Bylaws. Currently, the Second Amended and Restated Bylaws of
TXSE Group Inc. are, rightfully, based on Delaware corporate
requirements, in addition to certain naming conventions of the
document. Thus, in effectuating the change from a Delaware corporation
to a Texas corporation, it is proposed that, as part of the conversion
process, the Bylaws correctly reflect and address the change of state
of incorporation and ensure alignment and compliance with applicable
Texas laws. The Bylaws are substantively similar to the Second Amended
and Restated Bylaws of TXSE Group Inc. With respect to the specific
updates to the Bylaws, the Exchange is proposing to make the following
changes:
<bullet> The title of the Bylaws document will be renamed from
``Second Amended and Restated Bylaws of TXSE Group Inc.'' to ``Bylaws
of TXSE Group Inc.'' Additionally, references to the title, will be
updated to reflect the above.
<bullet> All references to Delaware will be updated to reflect the
new state of incorporation, Texas.
<bullet> All references to ``stockholder(s)'' will be updated to be
``shareholder(s).''
<bullet> All references to the ``Certificate of Incorporation''
will be updated to be the ``Certificate of Formation.''
<bullet> References to the DGCL will be removed and replaced with
the corresponding section(s) in the TBOC, as applicable.
<bullet> Section 1.1 will include the following updates:
o the term ``initial'' as an identifier to the registered office of
TXSE Group Inc.
[cir] The address of registered agent will be updated to be 1501 S
MoPac Expy., Suite 220, Austin TX 78746.
[cir] That the name of the registered agent will be updated from
``Capitol Services, Inc.'' to ``Capitol Corporate Services, Inc.''
[cir] The statement regarding changes of the registered office and/
or registered agent upon action by the board of directors, will now
contain the qualification that action will be taken upon making the
appropriate filing with the Secretary of State.
<bullet> Section 1.3 will include a statement contemplating that
records maintained by the corporation in the regular course of its
business shall be maintained in written paper form or another form with
the ability to be converted to written paper, and that conversion will
occur upon the request of any person entitled to inspect the records
pursuant to applicable law.\12\
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\12\ See TEX BUS ORG CODE Section 3.151 (requiring that
corporate records be maintained in a paper form or a form that is
convertible to paper).
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<bullet> Section 2.3 will include the specific lettering of (A),
(B), (C), and (D) in parenthetical (i), and will also include
parenthetical (ii), which states ``shareholders as provided in the
Certificate of Formation'' with respect to who may call a special
meeting.
<bullet> Section 2.4 will include a contemplation of the TBOC that
notice of a shareholder meeting with respect to a fundamental business
transaction must be given to each shareholder at least twenty-one (21)
days before the meeting.\13\
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\13\ See TEX BUS ORG CODE Section 21.456 (requiring 21 days'
notice for shareholder meeting at which a ``fundamental business
transaction'' will be considered).
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<bullet> Section 2.5 will be updated as follows:
[cir] A complete list of shareholders entitled to vote is prepared
eleven (11) days in advance of the meeting as opposed to ten (10)
days.\14\
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\14\ See TEX BUS ORG CODE Section 21.372 (requiring that
shareholder lists be prepared at least 11 days before the meeting).
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[cir] The list described above will contain the type of shares held
by each shareholder.
[cir] The language will reflect that the number of shares is no
longer registered in the name of the shareholder, but rather is held by
each shareholder, including the number of votes each shareholder is
entitled to vote, to the extent that number is different from the
number of shares held.\15\
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\15\ See TEX BUS ORG CODE Section 21.372 (providing more
detailed requirements for shareholder list information, including
specification of share types and vote counts).
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[cir] The statement that the list will be open to examination at
the meeting as required by applicable law will be removed.
<bullet> Section 2.8 with respect to Voting Common Stock and Non-
Voting Common Stock, as prescribed by the DGCL will be removed.\16\
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\16\ As part of the proposed amendments herein, TXSE Group
intends to remove Section 2.8 from the Bylaws to avoid potential
inconsistency between the governing documents, endeavoring to ensure
that the Group Certificate of Formation serves as the single
authoritative source for shareholder voting rights. This approach
also attempts to reduce the risk of any inadvertent conflict between
the Bylaws and the Group Certificate of Formation; Supra note 6.
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<bullet> Sections 2.9, 2.10, 2.11, 2.12, 2.13, and 2.14, will be
updated to be 2.8, 2.9, 2.10, 2.11, 2.12, and 2.13, respectively.
<bullet> New Section 2.8 will provide that no proxy will be voted
or acted upon after eleven (11) months from its date, unless the proxy
provides for a longer period, as opposed to three (3) years.\17\
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\17\ See TEX BUS ORG CODE Section 21.368 (providing that a proxy
is not valid after 11 months after the date the proxy is executed
unless otherwise provided by the proxy).
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<bullet> New Section 2.9 will both: (i) remove the qualification on
ballots required for any election, which previously stated that no
ballots will be required unless requested by a stockholder present or
represented at the meeting, and (ii) add ``written'' as a qualifier to
ballot.\18\
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\18\ See generally TEX BUS ORG CODE (TBOC does not require
written ballots). As part of the proposed amendments described
herein, TXSE Group is electing to qualify that election ballots do
not need to be written in conformation with the TBOC.
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<bullet> Section 3.4 will identify that the Board of Directors may
not fill more than two vacancies created by an increase in the number
of directors during a period between two successive annual meetings of
shareholders.\19\
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\19\ See TEX BUS ORG CODE Section 21.410 (providing that the
board of directors may not fill more than two directorships during a
period between two successive annual meetings). The Exchange notes,
however, that it will continue to comply with existing obligations
and composition requirements for the Exchange Board, as specified
elsewhere in the Bylaws, its other governing documents, and its
rules.
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<bullet> Section 3.14 will be updated as follows:
[cir] A reference to Section 110 of DGCL will be removed and a
reference to 3.251(1) of the TBOC will be added, both of which refer to
emergency bylaws.
[cir] Subsection (e) with respect to officer or employee liability,
absent
[[Page 18513]]
willful misconduct pursuant to Section 110 of the DGCL will be removed.
[cir] A new subsection (e) identifying that action taken in good
faith based on a reasonable belief may not impose liability on an
employee, director, or officer, pursuant to Section 3.2535 of the TBOC.
<bullet> Section 5.11 will remove the treasurer as a position that
cannot be left unfilled.\20\
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\20\ As part of the proposed amendments described herein, TXSE
Group is electing to remove the Treasurer as an office that cannot
be left unfilled.
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<bullet> Section 8.11 will include the addition that records kept
in any electronic form are capable of being converted into written
paper, as similarly provided in the update described in Section 1.3
above.
<bullet> Article 10, which contemplates that the Court of Chancery
of the State of Delaware shall be the sole and exclusive forum for
derivative actions, breaches of fiduciary duty, actions arising out of
the DGCL, actions to interpret the Certificate of Incorporation or
Bylaws, actions regarding internal affairs, or internal corporate
claims, will be removed.\21\
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\21\ For clarity, forum selection provisions have been moved
entirely to the Group Certificate of Formation.
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<bullet> Article 11 and 12, and all corresponding numbering
conventions, with respect to subsections, will be updated to be Article
10 and 11, and correct corresponding subsections.
TXSE Certificate of Formation
In order to convert from a Delaware limited liability company to a
Texas limited liability company, 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 effectuate the conversion of
TXSE from a Delaware limited liability company to a Texas limited
liability company pursuant to the TBOC and the Delaware Limited
Liability Company Act. All rights, privileges, powers, property, and
liabilities of TXSE Group shall transfer to the Exchange upon filing.
The TBOC requires that a Certificate of Formation be filed with the
Secretary of State in order to successfully accomplish the formation of
the new limited liability company.\22\ With respect to the TXSE
Certificate of Formation, the Exchange is proposing to make the
following updates. The Exchange notes here, that the State of Delaware
and the State of Texas have different forms \23\ with respect to their
limited liability company certificates of formation. The changes that
will be identified below reflect the non-substantive changes, as
opposed to differences in the templated form between the two states:
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\22\ See TEX BUS ORG CODE Section 101.051; See also TEX BUS ORG
CODE Section 21.051.
\23\ See generally Form 205 of the Secretary of State of the
State of Texas.
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<bullet> The name of the registered agent will be updated from
``Capitol Services, Inc.'' to ``Capitol Corporate Services, Inc.''
<bullet> The address of the registered agent will be updated to
become 1501 S MoPac Expy., Suite 220, Austin, TX 78746.
Company Agreement
Following the conversion of both TXSE Group and the Exchange, from
Delaware entities to Texas entities, it is proposed that TXSE adopt its
Company Agreement. Currently, the Third Amended and Restated Limited
Liability Company Agreement of Texas Stock Exchange is, rightfully,
based on Delaware limited liability company requirements, in addition
to certain naming conventions of the document. Thus, in effectuating
the change from a Delaware limited liability company to a Texas limited
liability company, it is proposed that as part of the conversion
process, the Company Agreement correctly reflect and address the change
of state of incorporation and ensure alignment and compliance with
applicable Texas laws. The Company Agreement is substantively similar
to the Third Amended and Restated Limited Liability Company Agreement
of Texas Stock Exchange LLC. With respect to the specific updates to
the Company Agreement, the Exchange is proposing to make the following
updates:
<bullet> The title of the document will be updated from the ``Third
Amended and Restated Limited Liability Company Agreement of Texas Stock
Exchange LLC'' to ``Company Agreement of Texas Stock Exchange.''
Further, all references to the ``Third and Amended Restated Limited
Liability Company Agreement'' will be updated to ``Company Agreement.''
Additionally, instances where ``Limited Liability Company Agreement''
is identified will be updated to either ``Company Agreement'' or
``Agreement.''
<bullet> All references to Delaware will be updated to reflect the
new state of incorporation, Texas.
<bullet> References to the ``Act'' as defined in the document, will
all be updated to the ``TBOC'' as defined in the document (see below).
<bullet> All references to ``stockholder(s)'' will be updated to be
``shareholder(s).''
<bullet> All references to a ``director(s)'' will be updated and
capitalized to be ``Director(s).''
<bullet> Article qualifiers to section references will be added for
clarity of reference (e.g., section 9(b) will become Article III,
Section 9(b)).
<bullet> The previous statement about the Company Agreement
amending and restating the entirety of the Second Amended and Restated
Limited Liability Company Agreement will be removed.
<bullet> The Definitions Section will be updated as follows:
[cir] subsections (a) that defines ``Act'' as the Delaware Limited
Liability Company Act will be removed.
[cir] subsections (b), (c), (d), (e), (f), (g), (h), (i), (j), (k),
(l), (m), (n), (o), (p),(q), (r), (s), (t), (u), (v), (w), (x), (y),
(z), (aa), (bb), (cc), (dd), (ee), (ff), and (gg), will be updated to
be (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m),
(n), (o), (p),(q), (r), (s), (t), (u), (v), (w), (x), (y), (z), (aa),
(bb), (cc), (dd), (ee), and (ff), respectively.
[cir] Subsection (gg) will be added to include the definition of
``TBOC'' as the Limited Liability Company Law, Title 3 of the Texas
Business Organization Code, as the same may be amended from time to
time.
<bullet> Section 2, Article 2, will remove the old date of
formation, and will input the new date of formation, on the date of
filing.
<bullet> The name of the registered agent will be updated from
``Capitol Services, Inc.'' to ``Capitol Corporate Services, Inc.''
<bullet> The address of the registered office and agent will be
updated to become 1501 S MoPac Expy., Suite 220, Austin, TX 78746.
<bullet> Section 2(a) of Article III adds ``of this Agreement'' to
the end of paragraph.
<bullet> Section 2(b) of Article IV will include ``Member'' after
the term ``Industry'' and ``Non-Industry''
<bullet> Section 9 of Article X will update ``limited liability
company interest'' to ``membership interest.''
<bullet> Section 13 of Article X \24\ will have the following
updates:
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\24\ See TEX BUS ORG CODE Section 101.621. The TBOC uses
different terminology and procedures with respect to winding up a
limited liability company. Under Texas law, limited liability
companies are terminated rather than dissolved.
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[cir] The section will be renamed ``Termination'' from
``Dissolution.'' Reference to dissolution within the
[[Page 18514]]
section will be updated to reflect this change.
[cir] The phrase ``the entry of a decree of a judicial
dissolution'' will be updated to ``a determination by the court.''
[cir] Section 18.802 of the Act will be replaced with Section
1011.621 of the TBOC.
[cir] In subsection (d), references to canceling a certificate of
formation will be updated to contemplate the filing of a certificate of
termination in accordance with the TBOC.
<bullet> Section 16 of Article X will add a statement that says
``In this regard, the Company affirmatively elects to be governed by
Section 101.256 of the TBOC.''
<bullet> Section 17 of Article X will remove the following: ``Any
agreement to pay any amount and any assumption of liability in this
Agreement contained, express or implied, shall be only for the benefit
of the LLC Member and its respective heirs, successors, and permitted
assigns, and such agreements and assumptions shall not inure to the
benefit of the obliges of any indebtedness of any other party,
whomsoever, adeemed to be a third party beneficiary of this Agreement''
and replace with ``Subject to Article X, Section 10 of this Agreement,
nothing in this Agreement, express or implied, is intended to confer
upon any party, other than the parties, hereto and their respective
permitted assigns, any rights, remedies, obligations or liabilities
under or by reason of this Agreement and no person who is not a party
to this Agreement may rely on the terms hereof.'' \25\
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\25\ The change above is not intended to affect or alter any
rights but rather provides clarity that explicitly identifies the
absence of any third-party beneficiary rights.
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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.\26\ Specifically, the Exchange believes the proposed rule change
is consistent with the objectives of Section 6(b)(1) \27\ 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,\28\ 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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\26\ 15 U.S.C. 78f(b).
\27\ 15 U.S.C. 78f(b)(1).
\28\ 15 U.S.C. 78f(b)(5).
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The changes being proposed, both in form and substance, reflect the
conventions of moving both the Exchange and TXSE Group entities from
Delaware to Texas. The differences enable the Exchange to be able 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, the
rules of the exchange, and the applicable laws of Texas. Furthermore,
the proposed differences within the updated documents facilitate
compliance with Texas law, update addresses, and naming conventions,
and the Exchange believes the proposed amendments are consistent with,
and will not interfere with, the self-regulatory obligations of the
Exchange. In other words, these are changes that remove impediments to,
and perfect the mechanism of, a free and open market by removing
potential confusion that may result from corporate governance
provisions that are either unclear or inconsistent with governing law.
Therefore, the Exchange believes these proposed changes are
appropriate and consistent with Section 6(b)(1) of the Act, in that
such amendments 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. Further, such amendments will not impair the
ability of the Exchange to carry out its functions and responsibilities
as an ``exchange'' under the Act, and the rules and regulations
promulgated thereunder, nor do such amendments impair the ability of
the Commission to enforce the Act and the rules and regulations
promulgated thereunder with respect to the Exchange.
The Exchange believes the proposed amendments described in this
proposal are consistent with, and will not interfere with, the self-
regulatory obligations of the Exchange. The Exchange importantly notes
that it is not proposing to materially alter TXSE Group's or the
Exchange's existing governance framework, materially amend any of the
provisions related to the Exchange's obligations as a self-regulatory
organization or 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.\29\ Further, the Exchange's proposed documents and changes
described herein will not substantively impact the Exchange's existing
rules or its current obligations and requirements under its governing
documents or the Act, including, but not limited to Section 6(b)(3) of
the Act with respect to fair representation of the members of the
Exchange in the selection of directors, and administration, of the
Exchange.
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\29\ 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'').
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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 the changes to
the corporate documents of the Exchange and TXSE Group necessary to
reincorporate both the Exchange and TXSE Group in the state of Texas,
as described above.
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.
[[Page 18515]]
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Pursuant to Section 19(b)(3)(A) of the Act \30\ and 19b-4(f)(6)
\31\ 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 by its terms, does not become
operative for 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.\32\
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\30\ 15 U.S.C. 78s(b)(3)(A).
\31\ 17 CFR 240.19b-4(f)(6).
\32\ 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 its filing.
However, Rule 19b-4(f)(6)(iii) \33\ permits the Commission to designate
a shorter time if such action is consistent with the protection of
investors and public interest. The Exchange has requested that the
Commission waive the 30-day operative delay so that the Exchange and
TXSE Group's reincorporation may take effect promptly. The Exchange
states that the proposed changes do not materially alter the Exchange
or TXSE Group's existing governance framework, nor do they raise novel
issues not previously considered by the Commission. 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.\34\
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\33\ 17 CFR 240.19b-4(f)(6)(iii).
\34\ 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. 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#cbb9bea7aee6a8a4a6a6aea5bfb88bb8aea8e5aca4bd"><span class="__cf_email__" data-cfemail="4331362f266e202c2e2e262d3730033026206d242c35">[email protected]</span></a>. Please include
file number SR-TXSE-2026-004 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-2026-004. 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-TXSE-2026-004 and should be submitted on
or before May 1, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\35\
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\35\ 17 CFR 200.30-3(a)(12), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-06932 Filed 4-9-26; 8:45 am]
BILLING CODE 8011-01-P
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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.