Notice2026-11028
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Seventh Amended and Restated Certificate of Incorporation of Intercontinental Exchange, Inc.
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
June 3, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 106 (Wednesday, June 3, 2026)</title>
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[Federal Register Volume 91, Number 106 (Wednesday, June 3, 2026)]
[Notices]
[Pages 33269-33272]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-11028]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105575; File No. SR-NYSEARCA-2026-56]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend the
Seventh Amended and Restated Certificate of Incorporation of
Intercontinental Exchange, Inc.
May 29, 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 May 20, 2026, NYSE Arca, Inc. (``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 amend the Seventh Amended and Restated
Certificate of Incorporation of Intercontinental Exchange, Inc.
(``ICE'') to reflect regulations relating to security-based swap
execution facilities (``SBSEFs'') and make non-substantive and
conforming changes. The proposed rule change is available on the
Exchange's website at <a href="http://www.nyse.com">www.nyse.com</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 self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend the ICE Current Certificate to
reflect regulations relating to SBSEFs and make non-substantive and
conforming changes.\3\ No change is proposed to the certificate of
incorporation of the Exchange.
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\3\ ICE is the sole shareholder of ICE Holdings. ICE Holdings is
the parent company of ICE Swap Trade, LLC. ICE Holdings is also the
sole shareholder of NYSE Holdings LLC, which is the sole shareholder
of NYSE Group, Inc., the parent company of the Exchange.
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The changes to the ICE Current Certificate described herein would
become operative upon the proposed Eighth Amended and Restated
Certificate of Incorporation (``Proposed Certificate'') becoming
effective pursuant to its filing with the Secretary of State of the
State of Delaware.
Changes Related to SBSEFs
Securities and Exchange Commission (``Commission'') regulations
extend limitations on stockholder voting and ownership to SBSEFs.\4\
Because ICE's subsidiary ICE Swap Trade, LLC (``IST'') has registered
with the Commission as an SBSEF, these Commission regulations apply.
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\4\ See 17 CFR 242.834. See also Securities Exchange Act Release
No. 98845 (November 2, 2023), 88 FR 87156 (December 15, 2023)
(Security-Based Swap Execution and Registration and Regulation of
Security-Based Swap Execution Facilities) (adopting new Regulation
SE, consisting of 17 CFR 242.800 through 17 CFR 242.835), effective
February 13, 2024).
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IST has adopted Rule 410 (Ownership Limitation),\5\ which IST has
advised the Exchange was designed to incorporate the requirements of 17
CFR 242.834 (``Rule 834'') into the rules of the SBSEF. Additionally,
ICE intends to amend the Current Certificates as described below.
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\5\ See ICE Swap Trade, LLC Submission No. 25-02 (SBSF-ICES-
2025-002).
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The Current Certificate would be amended as follows.
First, Article V (Limitations on Voting and Ownership) has
limitations on stockholder voting and ownership that apply so long as
ICE directly or indirectly controls a national securities exchange
registered under the Act, such as the Exchange, and an SBSEF registered
under the Act. The following changes would be made to Article V:
<bullet> The first sentence of Article V(A)(1) (Voting Limitation),
would be amended to delete ``or a security-based swap execution
facility registered under
[[Page 33270]]
Section 3D of the Exchange Act'' immediately prior to (a).
<bullet> The end of Article V(A)(2) would be modified by deleting
``(and, with respect to a security-based swap execution facility
registered under Section 3D of the Exchange Act, such resolution shall
have been submitted to the SEC under Rule 242.806 or 242.807 under
Regulation SE under the Exchange Act, shall have been approved by the
SEC (if applicable) and shall have become effective thereunder)'' from
(c).
<bullet> Article V(A)(3)(a) would be modified by deleting text from
the start of (i) as follows (proposed deletions in brackets):
(i) will not impair the ability of any national securities exchange
registered under Section 6 of the Exchange Act [or any security-based
swap execution facility registered under Section 3D of the Exchange
Act, in any case] that is directly or indirectly controlled by the
Corporation (each such national securities exchange [or security-based
swap execution facility] so controlled, an ``Exchange''),
<bullet> A new Article V(A)(4) would be added as follows (all text
is new):
In addition to the limitations in subsections 1-3 above of this
Section A of Article V, for so long as the Corporation shall directly
or indirectly control a security-based swap execution facility
registered under Section 3D of the Exchange Act (each security-based
swap execution facility so controlled, an ``SBSEF''), no SBSEF Member
(as defined below), either alone or together with its Related Persons,
shall be entitled directly or indirectly to vote, cause the voting of,
or give any consent or proxy with respect to the voting of, any
interest that exceeds 20% of the voting power of any class of
securities or of other ownership interest in the Corporation (such
threshold being hereinafter referred to as the ``SBSEF Voting
Limitation''), and the Corporation shall disregard any such votes
purported to be cast in excess of the SBSEF Voting Limitation.
<bullet> The text after ``enforced against such Record Owner'' in
current Article V(A)(5) (Article V(A)(6) of the Proposed Certificate)
would be amended as follows (proposed deletion in brackets, proposed
additions in bold):
in a manner that will accomplish the Voting Limitation [and], the
Recalculated Voting Limitation and the SBSEF Voting Limitation
applicable to such Person and its Related Persons.
<bullet> The definition of ``Member'' in current Article V(A)(8)
(Article V(A)(9) of the Proposed Certificate) would be modified as
follows (proposed deletions in bracket):
``Member'' shall mean, with respect to any national securities
exchange, a Person that is a ``member'' of an Exchange within the
meaning of Section 3(a)(3)(A) of the Exchange Act [or, with respect to
a security-based swap execution facility, a Person that is a ``member''
within the meaning of Rule 242.802 of Regulation SE under the Exchange
Act].
<bullet> The definition of ``Related Persons'' in current Article
V(A)(10) (Article V(A)(11) of the Proposed Certificate) would be
modified as follows (proposed additions in bold):
(d) in the case of a Person that is a Member or SBSEF Member, any
Person that is associated with such Person (as determined using the
definition of ``person associated with a member'' as defined under
Section 3(a)(21) of the Exchange Act (with references therein to a
national securities exchange being deemed to include a security-based
swap execution facility));
(e) in the case of a Person that is a natural person and is a
Member or SBSEF Member, any broker or dealer that is also a Member or
SBSEF Member with which such Person is associated (as determined using
the definition of ``person associated with a member'' as defined under
Section 3(a)(21) of the Exchange Act (with references therein to a
national securities exchange being deemed to include a security-based
swap execution facility));
<bullet> The definition of ``SBSEF Member'' would be added as new
Article V(A)(12), as follows (all text new):
12. ``SBSEF Member'' means, with respect to a security-based swap
execution facility, a Person that is a ``member'' within the meaning of
Rule 242.802 of Regulation SE under the Exchange Act.
<bullet> The end of the concentration limits in Article V(B)(2)
(Ownership Concentration Limitation) would be modified by deleting the
following parenthetical from (c):
``(and, with respect to an Exchange that is a security-based swap
execution facility, such resolution shall have been submitted to the
SEC pursuant to Rule 242.806 or 242.807 of Regulation SE under the
Exchange Act, shall have been approved by the SEC (if applicable) and
shall have become effective thereunder)''.
<bullet> A new paragraph would be added to Article V(B) as follows
(all text new):
5. In addition to the limitations in subsections 1-4 above of this
Section B of Article V, for so long as the Corporation shall directly
or indirectly control any SBSEF, no SBSEF Member, either alone or
together with its Related Persons, shall be permitted at any time to
own, directly or indirectly, 20% or more of any class of voting
securities or of other voting interest in the Corporation (the ``SBSEF
Concentration Limitation''). If any SBSEF Member, either alone or
together with its Related Persons, at any time beneficially owns voting
securities or other voting interest in the Corporation in excess of the
SBSEF Concentration Limitation, such SBSEF Member and its Related
Persons shall be obligated to sell promptly, and the Corporation shall
be obligated to purchase promptly, at a price equal to the par value of
such voting securities or other voting interest and to the extent funds
are legally available therefor, that number of voting securities or
other voting interest of the Corporation necessary so that such SBSEF
Member, together with its Related Persons, shall beneficially own,
directly or indirectly, less than 20% of any class of voting securities
or of other voting interest in the Corporation, after taking into
account that such repurchased voting securities or other voting
interest shall become treasury shares and shall no longer be deemed to
be outstanding.
<bullet> The second clause of current Article V(B)(5) (Article
V(B)(6) of the Proposed Certificate) would be amended as follows
(proposed additions in bold):
provided, however, that, if any Transfer of any shares of stock of the
Corporation shall cause any Person, either alone or together with its
Related Persons, at any time to beneficially own shares of stock of the
Corporation in excess of the Concentration Limitation or SBSEF
Concentration Limitation such Person and its Related Persons shall be
obligated to sell promptly, and the Corporation shall be obligated to
purchase promptly, shares of stock of the Corporation as specified in
Section B.4 or B.5, as applicable, of this ARTICLE V.
<bullet> The first sentence of current Article V(B)(6) (Article
V(A)(7) of the Proposed Certificate) would be amended as follows
(proposed addition in bold):
[[Page 33271]]
If any share of Common Stock shall be represented by a certificate,
a legend shall be placed on such certificate to the effect that such
share of Common Stock is subject to the Concentration Limitations and
SBSEF Concentration Limitation as set in Section B of this Article V.
<bullet> The final clause of Article V(C)(2) (Procedure for
Repurchasing Stock) would be amended to add ``or SBSEF Concentration
Limitation'' after ``Concentration Limitation''.
<bullet> Subclauses (i) and (ii) of the first sentence of Article
V(D) (Right to Information; Determinations by the Board of Directors)
would be amended as follows (proposed deletion in brackets, proposed
additions in bold):
(i) to be subject to the Voting Limitation, [or] the Recalculated
Voting Limitation or the SBSEF Voting Limitation, (ii) to own
beneficially (within the meaning of Rules 13d-3 and 13d-5 under the
Exchange Act) shares of stock of the Corporation entitled to vote on
any matter in excess of the Concentration Limitation or SBSEF
Concentration Limitation,
Second, the parenthetical in the first sentence of Article IX(B)
(Quorum) would be amended as follows (proposed deletions in brackets,
proposed additions in bold):
(it being understood that any shares in excess of the Voting
Limitation, [or] the Recalculated Voting Limitation or the SBSEF Voting
Limitation shall not be counted as present at the meeting and shall not
be counted as outstanding shares of stock of the Corporation for
purposes of determining whether there is a quorum, unless and only to
the extent that the Voting Limitation or the Recalculated Voting
Limitation, as applicable, shall have been duly waived pursuant to
Section A or Section B of ARTICLE V).
Article X (Amendments) of the Current Certificate requires any
amendment to, or repeal of any provision in, the Current Certificate to
be filed with, or filed with and approved by, the Commission. The final
sentence would be amended to delete ``(or, in the case of a security-
based swap execution facility, Rule 242.806 or 242.807 under Regulation
SE under the Exchange Act)'' immediately following ``the rules
promulgated thereunder''.
Other Changes
The Exchange proposes to make changes that are conforming or
technical in nature. All are non-substantive.
References to the ``Seventh Amended and Restated Certificate of
Incorporation'' and the ``Sixth Amended and Restated Certificate of
Incorporation'' in the titles, introductory paragraphs, and signature
lines would be changed to refer to the ``Eighth Amended and Restated
Certificate of Incorporation'' and ``Seventh Amended and Restated
Certificate of Incorporation,'' respectively.
The time and date of effectiveness and execution in the
introductory certifications and signature line would be updated.
Paragraphs after proposed Article V(A)(4) and proposed Article
V(B)(5) would be renumbered.
In Article X (Amendments), the parenthetical ``(or the boards of
directors of their successors)'' would be deleted as unnecessary,
because ``Exchange'' includes all ICE Holdings-controlled national
securities exchanges.\6\
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\6\ See the definition of ``Exchange'' in ICE Holdings Current
Certificate of Incorporation, Article V(A)(1). No change to the
definition is proposed.
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\7\ in general, and furthers the
objectives of Section 6(b)(1) \8\ 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.
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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(1).
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Together, the Proposed Certificate and IST Rule 410 \9\ is
consistent with the Act and the rules promulgated under the Act.
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\9\ See ICE Swap Trade, LLC Submission No. 25-02 (SBSF-ICES-
2025-002).
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The Exchange believes that the proposed rule change would
contribute to the orderly operation of the Exchange and would enable
the Exchange to continue to be so organized as to have the capacity to
carry out the purposes of the Exchange Act and comply and enforce
compliance with the provisions of the Exchange Act by its members and
persons associated with its members because none of the proposed
changes to the Proposed Certificate substantively would impact the
Exchange. Rather the proposed changes are solely concerned with SBSEFs
and making conforming changes.
Additionally, IST has advised the Exchange that IST Rule 410 would,
independently of these changes to the Proposed Certificates, provide
the means to ensure that IST is in compliance with Rule 834(b).
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 any competitive issue but rather is concerned
solely with ensuring that IST is in compliance with Regulation SE and
making non-substantive and conforming changes to the Current
Certificate. No change is proposed to the certificate of incorporation
of the Exchange.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act \10\ and Rule 19b-4(f)(6) \11\ thereunder.
Because the foregoing proposed rule change does not: (i) significantly
affect the protection of investors or the public interest; (ii) impose
any significant burden on competition; and (iii) become operative for
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, it has become effective pursuant to
Section 19(b)(3)(A) of the Act \12\ and Rule 19b-4(f)(6) \13\
thereunder.
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\10\ 15 U.S.C. 78s(b)(3)(A).
\11\ 17 CFR 240.19b-4(f)(6).
\12\ 15 U.S.C. 78s(b)(3)(A).
\13\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of 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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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 shall institute proceedings
[[Page 33272]]
to determine whether the proposed rule should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
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#f381869f96de909c9e9e969d8780b3809690dd949c85"><span class="__cf_email__" data-cfemail="7d0f081118501e1210101813090e3d0e181e531a120b">[email protected]</span></a>. Please include
file number SR-NYSEARCA-2026-56 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-NYSEARCA-2026-56. 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-NYSEARCA-2026-56 and
should be submitted on or before June 24, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-11028 Filed 6-2-26; 8:45 am]
BILLING CODE 8011-01-P
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