On August 5, Nasdaq asks the state for the recognition that carries a Texas registration exemption

The mechanics are older than the news. Section 4005.054 of the Texas Securities Act exempts from state registration any security “fully listed” on a short list of named exchanges — the American, Boston, Chicago and New York stock exchanges — “or a recognized and responsible stock exchange approved by the commissioner.” A separate clause of the same section covers securities designated on the NASDAQ national market system, so the exemption picture for a Nasdaq venue is not a single door. But getting on the commissioner’s approved list is what Wednesday’s hearing is about. Section 4005.103 says the commissioner may approve an exchange “only after a reasonable investigation and hearing.” Section 4005.102 sets out what he has to find: that the exchange’s listing rules protect the public, that it examines issuers adequately, that it requires periodic financial reporting, that listed issuers have sound asset and income value, and that it surveils its members. Section 4005.104 requires a written order. Section 4005.105 lets the commissioner withdraw approval on ten days’ notice.

The applicant is Nasdaq Texas, LLC, and the interesting thing about it is that it is not new. It is Nasdaq BX, Inc. — one of Nasdaq’s three registered U.S. equities exchanges — converted from a Delaware corporation into a Texas limited liability company and renamed, with a registered office at 1999 Bryan St., Suite 900, in Dallas. The exchange filed the proposed conversion with the SEC on January 21, 2026; the Commission’s notice, Release No. 34-104736, File No. SR-BX-2026-005, is dated January 29. The filing states plainly that the conversion does not affect its status as a national securities exchange registered under Section 6 of the Exchange Act, and its principal business office stayed in Manhattan. A later SEC filing in March described the conversion as recently completed. Nasdaq Texas launched on March 5, 2026 with a closing-bell ceremony at the Alamo and a first slate of dual listings.

So the sequencing is worth noting for anyone covering the hearing: the exchange filed to convert in January, began listing companies in March, and is coming to the Texas commissioner in August. The state approval is not what lets an exchange operate — that is the SEC’s job — but it is what makes securities listed there exempt from Texas registration requirements, and §4005.054(b) makes the exemption last “only so long as the exchange remains approved.”

Wednesday is the third such hearing in under a year. On September 30, 2025, then-Commissioner Travis J. Iles signed Order No. 4005.104-001 approving the Texas Stock Exchange, the Dallas venture whose SEC Form 1 registration was approved the same day and which began live trading this month. On November 20, 2025, the commissioner approved NYSE Texas. Nasdaq Texas would make three — and it is the only one of the three that is an established exchange redomiciled into Texas rather than a venue built from scratch or rebranded from an acquisition.

All three arrivals sit downstream of the 2025 legislative session, when Texas rewrote enough of its corporate law to make the state a plausible listing and incorporation home: codifying the business judgment rule and tightening derivative-suit requirements, setting ownership thresholds for shareholder proposals at certain nationally listed Texas corporations, and expanding the new business courts while cutting their amount-in-controversy floor. Those changes are the reason exchanges are competing for Texas addresses at all.

One procedural note that shapes how to cover the day: this is a commissioner’s hearing, not a board vote. The board is posted because members may attend and a quorum would trigger the Open Meetings Act. The decision comes later, in a written order signed by the commissioner — as both prior approvals did.

Meeting at a glance

Board members

• E. Wally Kinney, Comfort — Chair. Appointed 2008; reappointed 2013 and 2019 for a term that ended in January 2025; serving as a holdover.
• Robert Belt, CPA, Houston — appointed 2019, reappointed 2023; term to January 2029.
• Melissa Tyroch, Belton — appointed 2019; term ended January 2025; serving as a holdover.
• Ejike E. Okpa II, Dallas — appointed 2021; term to January 2027.
• David B. Montgomery, Houston — appointed 2023; term to January 2029.

Roster: Texas State Securities Board members · Securities Commissioner Jeramy E. Heintz, appointed by the board effective June 18, 2026, the ninth commissioner in the agency’s history, succeeding Travis J. Iles.