Federal Register #SR-TXSE-2026-004

SEC Notice: Texas Stock Exchange LLC Conversion to Texas Entities and Governing Document Amendments

This notice from the Securities and Exchange Commission (SEC) addresses a proposed rule change by Texas Stock Exchange LLC (TXSE) and its parent, TXSE Group Inc., regarding their conversion from Delaware to Texas legal entities. - Government Buyer: - Securities and Exchange Commission (SEC) - Entities Involved: - Texas Stock Exchange LLC (TXSE) - TXSE Group Inc. - Nature of Request: - Conversion of both TXSE and TXSE Group Inc. from Delaware to Texas entities - Amendment and restatement of governing documents to comply with Texas law - Seventh Amended and Restated Stockholders' Agreement becomes Eighth Amended and Restated Stockholders' Agreement - Sixth Amended and Restated Certificate of Incorporation replaced by Texas Certificate of Formation - Second Amended and Restated Bylaws replaced by Texas-compliant Bylaws - Delaware Certificate of Formation replaced by Texas Certificate of Formation - Third Amended and Restated Limited Liability Company Agreement replaced by new Company Agreement for TXSE as a Texas LLC - Notable Details: - Changes are administrative and legal in nature - No impact on governance, regulatory obligations, or operational framework of the Exchange - No products or services are being procured - No OEMs or vendors are mentioned

Description

This notice announces a proposed rule change filed by the Texas Stock Exchange LLC to amend and restate various governing documents as part of converting the Exchange and its parent company, TXSE Group Inc., from Delaware entities to Texas entities. The changes include adopting new certificates of formation, bylaws, stockholders' agreements, and company agreements compliant with Texas law, replacing the existing Delaware-based documents. The rule change was filed for immediate effectiveness and does not materially alter the Exchange's governance or regulatory obligations.

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