Self-Regulatory Organizations; NYSE Texas, 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.

[Federal Register Volume 91, Number 106 (Wednesday, June 3, 2026)]

[Notices]

[Pages 33259-33262]

From the Federal Register Online via the Government Publishing Office [ www.gpo.gov ]

[FR Doc No: 2026-11030]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-105577; File No. SR-NYSETEX-2026-18]

Self-Regulatory Organizations; NYSE Texas, 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 throughout,\2\ notice is hereby given

that on May 20, 2026, NYSE Texas, 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 www.nyse.com and at the principal office of the

Exchange.

[[Page 33260]]

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

Formation 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., which is the sole shareholder of NYSE Texas

Holdings, 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:

The first sentence of Article V(A)(1) (Voting Limitation),

would be amended to delete ``or a security-based swap execution

facility registered under Section 3D of the Exchange Act'' immediately

prior to (a).

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).

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''),

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.

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 italics):

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.

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].

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 italics):

(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));

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.

The end of the concentration limits in Article V(B)(2)

(Ownership Concentration Limitation) would be modified by deleting the

following

[[Page 33261]]

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)''.

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.

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 italics):

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.

The first sentence of current Article V(B)(6) (Article

V(A)(7) of the Proposed Certificate) would be amended as follows

(proposed in italics):

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.

The final clause of Article V(C)(2) (Procedure for

Repurchasing Stock) would be amended to add ``or SBSEF Concentration

Limitation'' after ``Concentration Limitation''.

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 italics):

(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 italics):

(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,

[[Page 33262]]

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 Formation 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 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

Use the Commission's internet comment form ( https://www.sec.gov/rules/sro.shtml ); or

Send an email to [email protected] . Please include

file number SR-NYSETEX-2026-18 on the subject line.

Paper Comments

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-NYSETEX-2026-18. 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 ( https://www.sec.gov/rules/sro.shtml ). 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-NYSETEX-2026-18 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. 2026-11030 Filed 6-2-26; 8:45 am]

BILLING CODE 8011-01-P