Self-Regulatory Organizations; Texas Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Implement a Warrant Performance Incentive Program
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The Texas Stock Exchange (TXSE) proposes the Rodeo Program, allowing members to prepay a $250,000 fee to receive tickets redeemable for warrants to purchase equity in its parent company, TXSE Group Inc. The program runs from September 1, 2026 to August 31, 2027, divided into four quarterly measurement periods. Participants earn warrants representing up to 100,000 shares per ticket by providing liquidity reaching specific percentages of Total Consolidated Volume (TCV): 0.025% in Q1, 0.050% in Q2, 0.075% in Q3, and implied higher in Q4. Partial vesting occurs at 50% or 75% of targets. Up to 20 tickets are available (2 million shares total, 6% of fully diluted equity). The prepayment can be applied to exchange fees, with unused amounts expiring after 30-78 months depending on tickets purchased.
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Key Changes
- Implement Rodeo Program from September 1, 2026 to August 31, 2027 with four measurement periods
- Members prepay $250,000 per ticket (max 3 per member, total 3-20 tickets) for warrants covering 100,000 shares each
- Target Performance thresholds: 0.025% TCV in MP1, 0.050% in MP2, 0.075% in MP3 for full vesting per ticket
+ 3 more changes with Pro
Obligations
What this law requires
Texas Stock Exchange LLC must submit all required documentation for the Rodeo Program and implement the warrant performance incentive program commencing September 1, 2026 and concluding August 31, 2027
Exchange members seeking to participate in the Rodeo Program must submit all required documentation by May 1, 2026 and prepay a $250,000 Prepayment Fee by May 15, 2026
Texas Stock Exchange LLC must issue between 3 and 20 tickets total to participants, with each participant eligible to receive up to three tickets; if fewer than three tickets would be issued, the Exchange must not operate the program and must return all Prepayment Fees
Texas Stock Exchange LLC must calculate and measure participant liquidity volume as a percentage of Total Consolidated Volume (TCV) for each of four quarterly Measurement Periods with specific thresholds: 0.025% for Q1, 0.050% for Q2, 0.075% for Q3, and higher for Q4
Warrant vesting must be contingent on achievement of Target Performance, with partial vesting of 50% of warrants for 50-74.99% target achievement and 75% of warrants for 75-99.99% target achievement