Texas Stock Exchange Updates Its Core Rules
Published Date: 12/16/2025
Notice
Summary
The Texas Stock Exchange and its parent company are updating their key governing documents to keep things running smoothly and clearly. These changes affect stockholders and the Exchange’s management, with no immediate cost impact. The updates took effect right after filing on December 8, 2025, making the Exchange’s rules fresher and more up-to-date.
Analyzed Economic Effects
4 provisions identified: 3 benefits, 0 costs, 1 mixed.
Company Increases Authorized Shares
The Certificate of Incorporation increases total authorized stock from 70,000,000 shares to 80,000,000 shares and increases authorized Common Stock from 60,000,000 shares to 70,000,000 shares. The amendment also creates a new series of Common Stock called Non‑Voting BHC Common Stock to sit alongside existing Voting Common Stock, Non‑Voting Common Stock, and Non‑Voting SLHC Common Stock. The Exchange says the proceeds from the associated capital raise will be used for general corporate expenses and to support Exchange operations.
New Non‑Voting BHC Share Class And Conversion Rules
The filing creates a new series called Non‑Voting BHC Common Stock that is functionally identical to the existing Non‑Voting SLHC Common Stock but is designed to address regulatory thresholds under the Bank Holding Company Act (BHCA) and Regulation Y. The Certificate of Incorporation adds conversion mechanics and voting protections (including a default maximum voting percentage option described as 4.99% for bank holding company investors) and provides that Non‑Voting BHC Common Stock will convert back to Voting Common Stock on sale to a non‑affiliate and receive equivalent benefits on dividends, rights, or tender offers.
New Rights For JPM And Major Investors
The Stockholders' Agreement adds a set of rights and obligations for JPMC Strategic Investments I Corporation ("JPM") and treats JPM as a "Major Investor". The changes explicitly give JPM rights such as designating a non‑voting board observer, anti‑dilution protections, a put right, a total equity limit, prior consent rights comparable to other Major Investors, and the right to nominate an employee to attend informal advisory group meetings (subject to board approval).
Removal Of Temporary Transfer Restrictions
The proposal deletes provisions in the Stockholders' Agreement that restricted transfer of shares and that applied only until the Exchange became registered as a national securities exchange or until December 31, 2026. Because the Exchange has become registered, these numbered transfer restrictions and related definitions (like "Approval Date" and "Lockup Termination Date") are being removed.
Your PRIA Score
Personalized for You
How does this regulation affect your finances?
Sign up for a PRIA Policy Scan to see your personalized alignment score for this federal register document and every other regulation we track. We analyze your financial profile against policy provisions to show you exactly what matters to your wallet.
Key Dates
Department and Agencies
Related Federal Register Documents
2026-10373 — Registered Offering Reform
The SEC wants to make it easier and cheaper for more companies to sell their stocks and bonds to the public. They’re opening up special forms and benefits to more businesses, updating rules to be more modern, and cutting red tape by overriding some state rules. If you’re a company planning to raise money, these changes could speed things up and save you money, with feedback due by July 27, 2026.
2026-10222 — Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies
The SEC is making it easier for companies that report their finances by simplifying their categories into just two groups: big and small filers. Smaller companies, including emerging growth ones, will get more time to file reports and enjoy simpler rules, while big companies keep stricter standards. These changes aim to save time and money, with feedback open until July 20, 2026.
2026-07651 — Concept Release on Consolidated Audit Trail and Other Audit Trails and Data Sources
The SEC wants your thoughts on how it tracks stock market trades using the Consolidated Audit Trail and other data tools. They’re thinking about updating rules to keep up with new tech, privacy, and security needs, and to make sure the system is fair and cost-effective. If you’re involved in the stock market or data tracking, speak up by June 22, 2026!
2026-12026 — Self-Regulatory Organizations; NYSE Texas, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Partial Cabinet Solution Bundles
NYSE Texas is shaking up its Partial Cabinet Solution bundles for co-location services by removing the 1 kW option and tweaking the price for the 2 kW bundle. This change affects traders and firms using these services, aiming to simplify choices and update fees starting immediately. If you use these bundles, keep an eye on the new fees and plan your setups accordingly!
2026-12034 — Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Fees Schedule
Cboe Exchange is updating its fee schedule starting now! This means traders and floor brokers will see changes in transaction fees, permit costs, and new charges for complex trades. These updates aim to keep things fair and clear while adding some helpful perks like floor jacket stipends.
2026-12037 — Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Amendment No. 1 and Designation of a Longer Period for Commission Action on a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Rule 5711(d) To Modify the Generic Listing Standards for Commodity-Based Trust Shares
The Nasdaq Stock Market wants to update the rules for listing Commodity-Based Trust Shares, letting them hold up to 15% of certain new types of assets, including digital commodities, and allowing active management. This change affects investors and fund managers by giving more flexibility in what these trusts can hold. The SEC is taking extra time to review the updated proposal before making a final decision.
Previous / Next Documents
Previous: 2025-22855 — Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing of Partial Amendment No. 1 and Order Granting Accelerated Approval of Proposed Rule Change, as Modified by Partial Amendment No. 1, by The Options Clearing Corporation Concerning Methodology To Allocate Clearing Fund Deposit Requirements Among Its Clearing Members To Better Align the Allocation With the Sizing of the Clearing Fund so Stress Based Risk Is Fairly Allotted to Market Participants That Expose OCC to Such Stress Risk
The Options Clearing Corporation (OCC) is changing how it decides how much money each member must put into the Clearing Fund. This new method makes sure that members who create more risk for the OCC pay their fair share, keeping things safer and fairer for everyone. These changes kick in soon and affect all OCC clearing members, with no extra costs but smarter risk sharing.
Next: 2025-22857 — Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Lower the Options Regulatory Fee (ORF)
Starting January 1, 2026, NYSE American is lowering the Options Regulatory Fee from $0.0038 to $0.0026 per contract, saving traders some cash. Even better, they’re waiving this fee entirely for December 2025, giving everyone a free pass for the whole month. This change affects anyone trading options on NYSE American and kicks in right away with the waiver and then the new lower fee next year.