Reincorporating in Texas: The SEC Filing Playbook, From Proxy Proposal to Form 8-K

Your board just asked whether the company should leave Delaware for Texas. If the answer is yes, the 2027 proxy you’re drafting this quarter is where the move starts. Then come a shareholder vote, a state filing and at least two Form 8-Ks.

On October 30, 2026, SEC Chairman Paul Atkins pointed to Tesla, SpaceX, Coinbase and ExxonMobil as companies that have reincorporated in Texas. By the end of this post, you’ll know every SEC filing in a Texas reincorporation, in order, with examples from real 2026 filings by ArcBest, Natural Grocers and LandBridge.

Why are companies reincorporating in Texas now?

Companies are reincorporating in Texas because of the state’s 2025 corporate law changes, its new Business Court, and signals from federal regulators. Texas now lets companies codify the business judgment rule, cap derivative suits at an ownership threshold of up to 3%, and raise eligibility thresholds for shareholder proposals. The SEC chairman has publicly praised the state’s approach.

In his Economic Club of Dallas speech, Atkins said companies are increasingly reincorporating in Texas. He also said that the SEC’s proposed rescission of Rule 14a-8, the federal shareholder proposal rule, should give states including Texas the legal clarity to set their own shareholder proposal frameworks. The rescission is still a proposal.

What Texas law changed in 2025

According to Seyfarth Shaw’s summary, Texas adopted two key bills in May 2025:

• Senate Bill 29 (SB 29) codified the business judgment rule. It also lets public companies set a minimum ownership threshold of up to 3% for shareholders to bring derivative suits.
• Senate Bill 1057 (SB 1057) lets eligible nationally listed corporations require shareholder proponents to hold $1 million in market value or 3% of voting shares for at least six months, and to solicit holders of at least 67% of the voting power.

These opt-in features matter for your filings. If the board plans to adopt them, your proxy or information statement needs to say so.

Which path fits your company: a shareholder vote or written consent?

Most public companies reincorporate through a shareholder vote at an annual or special meeting, solicited with a proxy statement on Schedule 14A. A company whose controlling shareholders hold a majority of the voting power can instead act by written consent, if its charter allows it. It then sends other holders an information statement on Schedule 14C before the change takes effect.
A reincorporation proposal isn’t one of the routine matters exempt from preliminary filing under Rule 14a-6(a). Plan for SEC staff to have the preliminary document for at least 10 days. Staff may also comment, so budget extra time.

What are the steps from board approval to Form 8-K?

A Texas reincorporation by conversion follows five steps: board approval of a plan of conversion, a proxy or information statement, shareholder approval, filing the conversion documents in Delaware and Texas, and a Form 8-K reporting the change. Each step has a filing, and the order matters.

Step 1: The board approves a plan of conversion

The board adopts a plan of conversion and approves a Texas certificate of formation and bylaws. A conversion moves the same legal entity to Texas law without a merger. ArcBest’s 8-K says each Delaware share automatically became one Texas share, and its stock kept trading under the same ticker.

Decide now whether the Texas charter or bylaws will opt into SB 29’s derivative suit threshold or SB 1057’s shareholder proposal rules. Those choices drive what the proxy must disclose.

Step 2: File the proxy or information statement

The proxy proposal is the core disclosure document. It should explain:

• The reasons for the move and the board’s recommendation.
• What doesn’t change: business, headquarters, management, assets and ticker.
• A side-by-side comparison of shareholder rights under Delaware and Texas law, and under the old and new governing documents.
• Opt-in provisions, such as a derivative suit threshold or shareholder proposal requirements.
• Annexes: the plan of conversion, the Texas certificate of formation and the Texas bylaws.
• Appraisal or dissenters’ rights, if any, as Schedule 14A Item 3 requires.

ArcBest filed its definitive proxy on March 13, 2026, with the reincorporation as Proposal IV: “To Approve the Reincorporation of the Company to the State of Texas by Conversion.”

If you use written consent, the Schedule 14C covers the same ground. Natural Grocers’ definitive information statementsays holders of a majority of the voting power approved the conversion by written consent on September 9, 2026. It was first mailed on or about October 20, 2026.

Step 3: Hold the vote and file Item 5.07

After the meeting, report the results on Form 8-K under Item 5.07 within four business days. ArcBest held its annual meeting on April 24, 2026, and filed its Item 5.07 8-K the same day. The conversion proposal passed with 13,944,420 votes for, 6,921,119 against, 17,910 abstentions and 675,343 broker non-votes. The company said it expected the conversion to take effect on or about May 15, 2026.

On the written consent path, the 20-day clock runs from mailing. LandBridge’s definitive information statement was first mailed on or about September 23, 2026, for a conversion expected to take effect on or about October 13, 2026. LandBridge converted from a Delaware LLC to a Texas corporation.

Step 4: File the conversion documents with both states

The company files a certificate of conversion with the Delaware Secretary of State, then a certificate of conversion with a plan of conversion and a certificate of formation with the Texas Secretary of State. ArcBest filed all three on May 15, 2026, and the conversion took effect at 9:35 a.m. Central Time that day.

Step 5: File the Form 8-K reporting the conversion

Within four business days after the conversion takes effect, file a Form 8-K. ArcBest’s May 15, 2026 Form 8-K is a clean model:
1. Item 3.03, Material Modification to Rights of Security Holders
The conversion, its effective time, the one-for-one share conversion, and that certain stockholder rights changed. It incorporated the proxy’s Proposal IV description by reference.

2. Item 5.03, Amendments to Articles of Incorporation or Bylaws
Incorporated Item 3.03 by reference.
Three days later, ArcBest filed a Form 8-K/A containing only a cover page, an explanatory note and a signature page. The amended cover lists Texas as the state of incorporation. Update the state on your cover page, and in its Inline XBRL tag, as soon as the conversion is effective.

What filings follow after the conversion?

The conversion 8-K isn’t the last filing. Update the state of incorporation everywhere it appears, refile your governing documents as exhibits, and review registration statements that name the old Delaware entity. These steps keep your EDGAR record consistent.

• Cover pages and XBRL. Use “Texas” as the state of incorporation on every cover page, and update the matching Inline XBRL tag.
• EDGAR company information. Update the state of incorporation in your EDGAR filer profile.
• 10-K exhibits. File the Texas certificate of formation and bylaws as Exhibits 3.1 and 3.2. Update the description of securities exhibit to reflect Texas law.
• Registration statements. Review effective Securities Act registration statements, such as Form S-8, with counsel. Decide whether a post-effective amendment is needed.
• Next proxy. If you adopted SB 1057 or SB 29 provisions, describe them in the next proxy, including any shareholder proposal or derivative suit thresholds.

Texas reincorporation SEC filing checklist

Use this checklist to plan a spring 2027 reincorporation:

1. Board package. Plan of conversion, Texas certificate of formation, Texas bylaws, and a decision on SB 29 and SB 1057 opt-ins.
2. Preliminary filing. PRE 14A or PRE 14C at least 10 calendar days before the definitive filing. Allow time for possible SEC staff comments.
3. Disclosure content. Reasons, rights comparison, opt-in provisions, appraisal rights and annexed governing documents.
4. Definitive filing and mailing. DEF 14A for a meeting, or DEF 14C mailed at least 20 calendar days before the conversion takes effect.
5. Vote results. Item 5.07 8-K within four business days of the meeting.
6. State filings. Delaware certificate of conversion, Texas certificate of conversion with the plan, and the Texas certificate of formation.
7. Conversion 8-K. Items 3.03, 5.03 and 9.01 within four business days, with Exhibits 2.1, 3.1, 3.2 and 104.
8. Housekeeping. Cover page and XBRL, EDGAR profile, 10-K exhibits, and a registration statement review.

Tip: Schedule effectiveness on a business day after the vote, with time to update the cover page tagging. ArcBest’s amendment shows how easy the cover page is to miss.

Frequently asked questions

What SEC filings are needed to reincorporate in Texas?

A typical Texas reincorporation needs a preliminary and definitive proxy statement (Schedule 14A) or information statement (Schedule 14C), a Form 8-K under Item 5.07 for meeting results, and a Form 8-K under Items 3.03, 5.03 and 9.01 when the conversion takes effect. The conversion 8-K usually attaches the plan of conversion, the Texas certificate of formation and the Texas bylaws.

Which Form 8-K items apply to a Texas reincorporation?

Companies generally report the conversion under Item 3.03, Material Modification to Rights of Security Holders, and Item 5.03, Amendments to Articles of Incorporation or Bylaws, with exhibits under Item 9.01. Shareholder vote results go under Item 5.07. ArcBest’s May 15, 2026 8-K used Items 3.03, 5.03 and 9.01, with Exhibits 2.1, 3.1, 3.2 and 104.

Can a company reincorporate in Texas without a shareholder meeting?

Yes, if holders of a majority of the voting power can act by written consent under the company’s charter and state law. The company files a preliminary and definitive information statement on Schedule 14C and mails it to other shareholders at least 20 calendar days before the action takes effect. Natural Grocers and LandBridge both used this path in 2026.

Does a reincorporation proxy need a preliminary filing with the SEC?

Generally, yes. Under Rule 14a-6(a), only routine matters, such as director elections, auditor ratification, say-on-pay and certain equity plans, are exempt from preliminary filing. A reincorporation proposal isn’t one of them. File the preliminary proxy at least 10 calendar days before the definitive proxy, and allow time for possible SEC staff comments.

What should a Texas reincorporation proxy disclose?

It should explain the reasons for the move, confirm what won’t change, and compare shareholder rights under Delaware and Texas law and the old and new governing documents. It should also describe any opt-in provisions, such as SB 29’s derivative suit threshold or SB 1057’s shareholder proposal requirements, address appraisal rights, and attach the plan of conversion, charter and bylaws.

How can Finrep help with Texas reincorporation filings?

Finrep searches more than 10 million SEC filings on EDGAR and returns answers cited to the source filing. Teams use it to compare 2026 Texas conversion proxies, information statements and 8-Ks, including rights comparisons, opt-in disclosures and exhibit lists. They can then draft their own filings from peer precedents and their prior reports.

Key takeaways

• The proxy is the main document. Reasons, a rights comparison, opt-in provisions and annexed governing documents all belong there.
• Two paths, two schedules. Use Schedule 14A for a shareholder vote, or Schedule 14C with a 20-day wait for written consent.
• Two 8-Ks, minimum. Item 5.07 after the vote, then Items 3.03, 5.03 and 9.01 when the conversion takes effect.
• Standard exhibits. The plan of conversion (2.1), the certificate of formation (3.1), the bylaws (3.2) and the cover page XBRL file (104).
• Don’t forget the cover page. Update the state of incorporation and its XBRL tag right away.