Texas Stock Exchange adopts rule to award RSUs to initial listed issuers
Effective Oct. 7, 2026, the rule grants up to ten qualifying issuers restricted stock units of TXSE Group.
On Oct. 7, 2026 Texas Stock Exchange LLC filed a proposed rule change (Release No. 34-106637; File No. SR-TXSE-2026-039) with the Securities and Exchange Commission. The notice was published Oct. 14, 2026 in the Federal Register (Vol. 91, No. 197, pp. 65279-65282). The rule, titled Rodeo II, becomes effective immediately.
Rodeo II provides the first ten issuers that transfer their primary listing to TXSE or add a dual listing by Dec. 31, 2026 (the "Founding Partners") with 100,000 restricted stock units of TXSE Group Inc., representing 2.94% of the fully diluted shares as of June 30, 2026. Awards vest in two equal tranches over two years, contingent on continued listing.
Eligibility requires a United States domicile, a primary listing of common stock, master limited partnership units, or REIT shares, compliance with TXSE's quantitative standards, and a market-capitalization floor of $3.5 billion for primary listings or $100 billion for dual listings. SPACs, exchange-traded products and funds, closed-end funds (except BDCs), structured products, royalty trusts, and non-U.S. issuers are excluded.
If more than ten issuers qualify, TXSE may increase the award pool to fifteen upon website notice, subject to the same requirements. All awards are subject to the ownership limits in the Eighth Amended and Restated Stockholders' Agreement and the TXSE Group Certificate of Formation (max 20% for members, 40% overall).
The exchange cites Section 6(b) of the Securities Exchange Act as statutory basis, arguing the rule promotes fair trade, prevents manipulation, and aligns issuer incentives with the exchange's long-term interests. Comments on the proposal are solicited through the SEC's standard comment process.
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