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.
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