Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt Certain Changes to the Governing Documents of the Exchange and Its Parent Company

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104360; File No. SR-TXSE-2025-001]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Adopt Certain Changes to the Governing Documents of the Exchange and Its Parent Company</SUBJECT> <DATE>December 11, 2025.</DATE> Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”), <SU>1</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>2</SU> <FTREF/> notice is hereby given that on December 8, 2025, 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  <SU>3</SU> <FTREF/> and Rule 19b-4(f)(6) thereunder. <SU>4</SU> <FTREF/> The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. <FTNT> <SU>1</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>2</SU>  17 CFR 240.19b-4. </FTNT> <FTNT> <SU>3</SU>  15 U.S.C. 78s(b)(3)(A)(iii). </FTNT> <FTNT> <SU>4</SU>  17 CFR 240.19b-4(f)(6). </FTNT> <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD> The Exchange filed a proposal to amend and restate: (i) the Fifth Amended and Restated Stockholders' Agreement (the “Stockholders' Agreement”) of TXSE Group Inc. (“TXSE Group”), which was filed with the Commission as part of the Exchange's application for registration as a national securities exchange, <SU>5</SU> <FTREF/> as the Sixth Amended and Restated Stockholders' Agreement of TXSE Group;  <SU>6</SU> <FTREF/> (ii) the Fourth Amended and Restated Certificate of Incorporation of TXSE Group (the “Certificate of Incorporation”), which was filed with the Commission as part of the Exchange's application for registration as a national securities exchange, <SU>7</SU> <FTREF/> as the Fifth Amended and Restated Certificate of Incorporation of TXSE Group;  <SU>8</SU> <FTREF/> and (iii) the First Amended and Restated Limited Liability Company Agreement of Texas Stock Exchange LLC (the “LLC Agreement” or the “Exchange's LLC Agreement”), which was filed with the Commission as part of the Exchange's application for registration as a national securities exchange, <SU>9</SU> <FTREF/> as the Second Amended and Restated Limited Liability Company Agreement of Texas Stock Exchange LLC. <SU>10</SU> <FTREF/> TXSE Group is the parent company of the Exchange and directly owns 100% of the Exchange. The text of the proposed rule change is provided in Exhibit 5. <FTNT> <SU>5</SU>  The Stockholders' Agreement was filed as Exhibit C-3.a in the Exchange's application for registration as a national securities exchange. <E T="03">See</E> Securities Exchange Act Release No. 103604 (July 31, 2025), 90 FR 37607 (August 5, 2025) (Texas Stock Exchange LLC; Notice of Filing of Amendment No. 2 to an Application for Registration as a National Securities Exchange Under Section 6 of the Securities Exchange Act of 1934). </FTNT> <FTNT> <SU>6</SU>  The Exchange notes that the Fifth Amended and Restated Stockholders' Agreement will remain in effect until and unless this proposal becomes effective and operative. </FTNT> <FTNT> <SU>7</SU>  The Certificate of Incorporation was filed as Exhibit C-1.a in the Exchange's application for registration as a national securities exchange. <E T="03">See</E> Securities Exchange Act Release No. 103604 (July 31, 2025), 90 FR 37607 (August 5, 2025) (Texas Stock Exchange LLC; Notice of Filing of Amendment No. 2 to an Application for Registration as a National Securities Exchange Under Section 6 of the Securities Exchange Act of 1934). </FTNT> <FTNT> <SU>8</SU>  The Exchange notes that the Fourth Amended and Restated Certificate of Incorporation will remain in effect until and unless this proposal becomes effective and operative. </FTNT> <FTNT> <SU>9</SU>  The LLC Agreement was filed as Exhibit A-3 in the Exchange's application for registration as a national securities exchange. <E T="03">See</E> Securities Exchange Act Release No. 103604 (July 31, 2025), 90 FR 37607 (August 5, 2025) (Texas Stock Exchange LLC; Notice of Filing of Amendment No. 2 to an Application for Registration as a National Securities Exchange Under Section 6 of the Securities Exchange Act of 1934) </FTNT> <FTNT> <SU>10</SU>  The Exchange notes that the First Amended and Restated Limited Liability Company Agreement of Texas Stock Exchange LLC will remain in effect until and unless this proposal becomes effective and operative. </FTNT> The text of the proposed rule change is available on the Commission's website ( <E T="03">https://www.sec.gov/rules/sro.shtml</E> ) at the Exchange's website ( <E T="03">https://txse.com/rule-filings</E> ), and at the principal office of the Exchange. <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> 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. <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">1. Purpose</HD> The Exchange proposes to amend and restate the Stockholders' Agreement and Certificate of Incorporation to reflect amendments made in connection with a capital raise by TXSE Group from certain new and existing Stockholders  <SU>11</SU> <FTREF/> (the “Transaction”) as further described below, including: (i) amendments related to the creation of the Non-Voting BHC Common Stock; (ii) the authorization and issuance of the Non-Voting BHC Common Stock; (iii) voting construct, convertibility, and the rights and obligations applicable to Non-Voting BHC Common Stock; (iv) the rights and obligations of JPM (as defined below); (v) compliance policies; (vi) amendments to definitions and clean-up changes; (vii) amendments to delete obsolete provisions and language; and (viii) conforming and clarifying amendments. Each of these proposed amendments is discussed below. <FTNT> <SU>11</SU>  “Stockholder” means an owner of shares of TXSE Group who is a party to the Stockholders' Agreement and includes without limitation any owner who, subsequent to the Stockholders' Agreement, acquires any shares of TXSE Group now or hereafter issued by TXSE Group directly from TXSE Group or from a previous owner thereof. </FTNT> <HD SOURCE="HD3">Background</HD> A primary purpose of the Exchange's proposal to amend and restate the Stockholders' Agreement and Certificate of Incorporation is to create a new series of Common Stock of TXSE Group, the Non-Voting BHC Common Stock, which is nearly identical ( <E T="03">i.e.,</E> has the same privileges, preference, duties, liabilities, obligations, and rights) to the existing Non-Voting SLHC Common Stock. <SU>12</SU> <FTREF/> This new series of Common Stock is not being sold as part of the Transaction. Rather, it is being created in order to provide a new Stockholder, JPMC Strategic Investments I Corporation (“JPM”), with a way to comply with applicable regulations when exercising its Anti-Dilution Right under the Stockholders' Agreement under certain circumstances as further described below. This proposal also captures the additional changes to both the Stockholders' Agreement and Certificate of Incorporation enumerating JPM's rights and obligations as a Stockholder and proposes certain other changes described below. <FTNT> <SU>12</SU>  The Non-Voting BHC Common Stock is identical to Non-Voting SLHC Common Stock except that the Non-Voting BHC Common Stock is designed to prevent exceeding regulatory thresholds associated with the BHCA, as defined herein, and Regulation Y, while the Non-Voting SLHC Common Stock is designed to prevent exceeding regulatory thresholds associated with the Home Owners' Loan Act of 1933, as amended, and Regulation LL. <E T="03">See Bank Holding Company Act of 1956,</E> 12 U.S.C. 1841-1852; <E T="03">Bank Holding Companies and Change in Bank Control (Regulation Y),</E> 12 CFR pt. 225; <E T="03">Home Owners' Loan Act,</E> 12 U.S.C. 1461-1470; <E T="03">Savings and Loan Holding Companies (Regulation LL),</E> 12 CFR pt. 238. </FTNT> The proceeds resulting from the Transaction will be paid to TXSE Group by the new and existing Stockholders participating in the Transaction, and such proceeds will be used by TXSE Group for general corporate expenses, including to support the operations and regulation of the Exchange, which is a subsidiary of TXSE Group. Although each Stockholder's proportionate ownership of TXSE Group may change as a result of the Transaction, no Stockholder will exceed any ownership or voting limitations applicable to the Stockholders set forth in the Stockholders' Agreement or Certificate of Incorporation after giving effect to the Transaction and the amendments to the Stockholders' Agreement and Certificate of Incorporation proposed herein. <SU>13</SU> <FTREF/> None of the amendments to the Stockholders' Agreement or Certificate of Incorporation proposed herein would impact the governance of TXSE Group or the Exchange. <FTNT> <SU>13</SU>   <E T="03">See</E> Section 14 of the Stockholders' Agr ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 66k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━