Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify All-Inclusive Annual Fees for Certain Companies, 104590-104593 [2024-30524]
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Federal Register / Vol. 89, No. 246 / Monday, December 23, 2024 / Notices
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed pricing changes will
impose any burden on competition not
necessary or appropriate in furtherance
of the purposes of the Act.
Intra-Market Competition
The Exchange believes that the
proposed pricing does not put any
market participants at a relative
disadvantage compared to other market
participants. As noted above, the
Exchange would apply the proposed
10% increase to the SQF Port and the
proposed increase of 9% to the SQF
Purge Port to all Market Makers
uniformly. Market Makers are the only
market participants that are assessed an
SQF Port Fee and an SQF Purge Port Fee
because they are the only market
participants that are permitted to quote
on the Exchange.20 These liquidity
providers are critical market
participants in that they are the only
market participants that provide
liquidity to the Exchange on a
continuous basis. SQF Ports and SQF
Purge Ports are only utilized in a Market
Maker’s assigned options series.
Intermarket Competition
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The Exchange believes that the
proposed pricing does not impose an
undue burden on intermarket
competition or on other SROs that is not
necessary or appropriate. In determining
the proposed pricing, the Exchange
utilized an objective and stable metric
with limited volatility. Utilizing Data
PPI over a specified period of time is a
reasonable means of recouping the
Exchange’s investment in maintaining
and enhancing its port offerings such as
the SQF Ports and SQF Purge Ports. The
Exchange believes utilizing Data PPI, a
tailored measure of inflation, to increase
the fees for the SQF Port and the SQF
Purge Port to recoup the Exchange’s
investment in maintaining and
enhancing such offerings does not
impose a burden on intermarket
competition.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were either
solicited or received.
20 Unlike other market participants, Market
Makers are subject to market making and quoting
obligations. See Options 2, Sections 4 and 5.
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III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section
19(b)(3)(A)(ii) of the Act.21
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: (i) necessary or appropriate in
the public interest; (ii) for the protection
of investors; or (iii) 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
Washington, DC 20549, on official
business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also
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–BX–2024–056 and should be
submitted on or before January 13, 2025.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.22
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024–30525 Filed 12–20–24; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–101948; File No. SR–
NASDAQ–2024–082]
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include file number SR–
BX–2024–056 on the subject line.
Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Modify AllInclusive Annual Fees for Certain
Companies
Paper Comments
December 17, 2024.
• 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–BX–2024–056. 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
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on December
3, 2024, The Nasdaq Stock Market LLC
(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(the ‘‘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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to modify allinclusive annual fees for certain
companies, as described below. While
the changes proposed herein are
effective upon filing, the Exchange has
designated the proposed amendments to
be operative on January 1, 2025.
The text of the proposed rule change
is available on the Exchange’s website at
22 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
21 15
PO 00000
U.S.C. 78s(b)(3)(A)(ii).
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https://listingcenter.nasdaq.com/
rulebook/nasdaq/rules, at the principal
office of the Exchange, and at the
Commission’s Public Reference Room.
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
Exchange 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 these
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 aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of the proposed rule
change is to modify the Exchange’s allinclusive annual listing fees for certain
domestic and foreign companies listing
equity securities on the Nasdaq Global
Select, Global and Capital Markets.3
While these changes are effective upon
filing, Nasdaq has designated the
proposed amendments to be operative
on January 1, 2025.
Currently, for companies listed on the
Capital Market, other than Acquisition
Companies (i.e., companies whose
business plan is to complete an initial
public offering and engage in a merger
or acquisition with one or more
unidentified companies within a
specific period of time, as described in
IM–5101–2), ADRs, Closed-end Funds
and Limited Partnerships, the allinclusive annual fee described in Listing
Rule 5920 ranges from $49,500 to
$85,000; for Acquisition Companies
listing on the Capital Market the allinclusive annual fee is $81,000; for
ADRs listed on the Capital Market the
all-inclusive annual fee ranges from
$49,500 to $59,500; and for Limited
Partnerships listed on the Capital
Market the all-inclusive annual fee
ranges from $34,500 to $42,000. On the
Global and Global Select Markets, the
all-inclusive annual fee described in
Listing Rule 5910 for companies other
than Acquisition Companies, ADRs,
Closed-end Funds and Limited
Partnerships ranges from $52,500 to
$182,500; for Acquisition Companies on
the Global and Global Select Markets
the all-inclusive annual fee is $81,000;
for ADRs the all-inclusive annual fee
ranges from $52,500 to $94,000; and for
Limited Partnerships the all-inclusive
annual fee ranges from $42,000 to
$87,000. On the Global Market, the allinclusive annual fee described in Listing
Rule 5930 for SEEDS and Other
Securities ranges from $15,000 to
$30,000.4 The all-inclusive annual fee
for Closed-end Funds listed on any
market tier ranges from $34,500 to
$112,000. In each case, except for
Acquisition Companies, a company’s
all-inclusive annual fee is based on its
total shares outstanding.5
Nasdaq proposes to amend the allinclusive annual fee for certain
domestic and foreign companies listing
equity securities on the Nasdaq Global
Select, Global and Capital Markets to
the following amounts,6 effective
January 1, 2025:
Global/Global Select Markets
Annual fee
before the
proposed
change
Total shares outstanding
Equity securities other than, in part, Acquisition Companies, ADRs,
Closed-end Funds and Limited Partnerships.
ADRs ..........................................................................................................
Closed-end Funds .....................................................................................
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Limited Partnerships ..................................................................................
3 The Exchange initially filed the proposed
pricing change on November 19, 2024 (SR–
NASDAQ–2024–072). On December 3, 2024, the
Exchange withdrew that filing and replaced it with
SR–NASDAQ–2024–082.
4 Rule 5940 sets forth the all-inclusive annual
listing fees applicable to Exchange Traded Products
that are listed on the Nasdaq Global Market. Nasdaq
is not proposing to amend this rule.
5 REITs are subject to the same fee schedule as
other equity securities; however for the purpose of
determining the total shares outstanding, shares
outstanding of all members in a REIT Family listed
on the same Nasdaq market tier may be aggregated.
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Up to 10 million shares ...................
$52,500
$56,000
10+ to 50 million shares ..................
50+ to 75 million shares ..................
75+ to 100 million shares ................
100+ to 125 million shares ..............
125+ to 150 million shares ..............
Over 150 million shares ..................
Up to 10 million ADRs and other
listed equity securities.
10+ to 50 million ADRs and other
listed equity securities.
50+ to 75 million ADRs and other
listed equity securities.
Over 75 million ADRs and other
listed equity securities.
Up to 50 million shares ...................
50+ to 100 million shares ................
100+ to 250 million shares ..............
Over 250 million shares ..................
Up to 75 million shares ...................
75+ to 100 million shares ................
65,500
85,000
113,500
141,500
157,500
182,500
52,500
70,000
86,000
115,000
143,000
164,000
193,000
56,000
59,500
63,500
70,500
75,500
94,000
100,500
34,500
56,500
84,000
112,000
42,000
56,500
36,500
59,500
88,500
118,000
44,500
59,500
Similarly, for the purpose of determining the total
shares outstanding, fund sponsors may aggregate
shares outstanding of all Closed-End Funds in the
same fund family listed on the Nasdaq Global
Market or the Nasdaq Capital Market. See Listing
Rules 5910(b)(2) and 5920(b)(2).
6 In establishing the fee changes described in this
rule filing, Nasdaq considered various factors that
distinguish companies, including market tier,
shares outstanding, and security type, as well as
pricing for similar securities on other national
securities exchanges. Nasdaq’s also intends over
time to transition to a fee structure whereby the allinclusive annual fee is calculated on a per-share
PO 00000
Frm 00081
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Annual Fee
effective
January 1,
2025
Sfmt 4703
basis (subject to a minimum and maximum fee),
instead of one based on tiers. In setting the
proposed fees Nasdaq therefore also considered, in
part, the resulting per-share fee range of companies
in the current tiers and attempted to minimize the
eventual impact of any future change to a per-share
fee. As a result of this, and the other factors noted
above, some tiers will have a higher percentage
increase than other tiers. Nasdaq believes that the
ever-shifting market share among the exchanges
with respect to new listings and the transfer of
existing listings between competitor exchanges
demonstrates that issuers can choose different
listing markets in response to fee changes.
E:\FR\FM\23DEN1.SGM
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Federal Register / Vol. 89, No. 246 / Monday, December 23, 2024 / Notices
Annual fee
before the
proposed
change
Total shares outstanding
SEEDS and Other Securities * ..................................................................
100+ to 125 million shares ..............
125+ to 150 million shares ..............
Over 150 million shares ..................
Up to 5 million shares .....................
5+ to 10 million shares ....................
10+ to 25 million shares ..................
25+ to 50 million shares ..................
Over 50 million shares ....................
69,500
75,500
87,000
15,000
17,500
20,000
22,500
30,000
Annual Fee
effective
January 1,
2025
73,000
79,500
91,500
16,000
18,500
21,000
24,000
31,500
* Rule 5930 sets forth the all-inclusive annual listing fees applicable to SEEDS and Other Securities qualified under Rule 5715 or 5730 for listing on the Nasdaq Global Market.
Capital Market
Annual fee
before the
proposed
change
Total shares
outstanding
Equity securities other than Acquisition Companies, ADRs, Closed-end
Funds and Limited Partnerships.
ADRs ..........................................................................................................
Closed-end Funds .....................................................................................
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Limited Partnerships ..................................................................................
Nasdaq also proposes to amend the
all-inclusive annual fee for Acquisition
companies. Nasdaq currently charges a
flat all-inclusive annual listing fee of
$81,000 for Acquisition Companies
listed on the Nasdaq Capital, Global and
Global Select Markets.7 Nasdaq is
proposing to increase the all-inclusive
annual listing fee for these companies
from $81,000 to $85,000 to better align
its fees with the value of the listing to
Acquisition Companies.
Finally, Nasdaq proposes to update
amounts in examples in Listing Rules
5910(b)(3)(D) and 5920(b)(3)(D),
clarifying the application of the rules for
companies transferring between Nasdaq
tiers, to align the fee amounts with the
fees applicable in year 2025.
Nasdaq proposes to make the
aforementioned fee increases to better
reflect the Exchange’s costs related to
listing equity securities, such as from
the ongoing remodeling of a portion of
the New York Headquarters used for
company events, including market
opening and closing bells, conducting
the required associated regulatory
oversight, and Nasdaq’s advocacy efforts
7 See Listing Rules 5910(b)(2)(F) and
5920(b)(2)(G).
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Up to 10 million shares ...................
$49,500
$53,000
10+ to 50 million shares ..................
Over 50 million shares ....................
Up to 10 million ADRs and other
listed equity securities.
Over10 million ADRs and other listed equity securities.
Up to 50 million shares ...................
50+ to 100 million shares ................
100+ to 250 million shares ..............
Over 250 million shares ..................
Up to 75 million shares ...................
Over 75 million shares ....................
65,500
85,000
49,500
70,000
86,000
53,000
59,500
63,500
34,500
56,500
84,000
112,000
34,500
42,000
36,500
59,500
88,500
118,000
36,500
44,500
on behalf of listed companies, and the
corresponding value of such listing to
companies. In establishing these fee
changes Nasdaq also considered the
competitive atmosphere in which the
Exchange operates.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act,8 in general, and furthers the
objectives of Sections 6(b)(4) and 6(b)(5)
of the Act,9 in particular, in that it
provides for the equitable allocation of
reasonable dues, fees and other charges
among members and issuers and other
persons using any facility, and is not
designed to permit unfair
discrimination between customers,
issuers, brokers, or dealers.
As a preliminary matter, Nasdaq notes
that the Exchange operates in a highly
competitive marketplace for the listing
of companies.10 The Commission has
8 15
U.S.C. 78f(b).
U.S.C. 78f(b)(4) and (5).
10 The Justice Department has noted the intense
competitive environment for exchange listings. See
‘‘NASDAQ OMX Group Inc. and Intercontinental
Exchange Inc. Abandon Their Proposed Acquisition
Of NYSE Euronext After Justice Department
Threatens Lawsuit’’ (May 16, 2011), available at
9 15
PO 00000
Frm 00082
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Annual fee
effective
January 1,
2025
Sfmt 4703
repeatedly expressed its preference for
competition over regulatory
intervention in determining prices,
products, and services in the securities
markets. The Exchange believes that the
ever-shifting market share among
exchanges with respect to new listings
and the transfer of existing listings
between competitor exchanges
demonstrates that issuers can choose
different listing markets in response to
fee changes. Moreover, new competitors
can enter the space, including existing
exchanges without listing programs.11
Accordingly, competitive forces
constrain the Exchange’s listing fees and
changes to the listing fees can have a
direct effect on the ability of Nasdaq to
https://www.justice.gov/atr/public/press_releases/
2011/271214.htm.
11 In that regard, Nasdaq notes that CBOE BZX
has announced a new listing offering. See ‘‘Cboe
Launches New Global Listing Offering for
Companies and ETFs of the Purpose-Driven
Innovation Economy’’ (June 2, 2023), available at
https://ir.cboe.com/news/news-details/2023/CboeLaunches-New-Global-Listing-Offering-forCompanies-and-ETFs-of-the-Purpose-DrivenInnovation-Economy-06-02-2023/default.aspx.
Similarly, the Texas Stock Exchange announced its
plans to be a fully electronic national securities
exchange providing a venue to list and trade public
companies and the exchange-traded products,
available at https://www.txse.com/about-us.
E:\FR\FM\23DEN1.SGM
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Federal Register / Vol. 89, No. 246 / Monday, December 23, 2024 / Notices
compete for new listings and retain
existing listings.
Nasdaq believes that the proposed
amendments to Listing Rules 5910(b)(2),
5920(b)(2), and 5930 to increase the allinclusive annual listing fees as set forth
above are reasonable because of the
increased costs incurred by Nasdaq,
including due to price inflation. In that
regard, the Exchange notes that its
general costs to support listed
companies and conduct the required
associated regulatory oversight have
increased. The Exchange also continues
to expand and improve the services it
provides to listed companies, the
technology to deliver those services and
the customer experience at the Nasdaq
MarketSite. These improvements
include the remodeling and expansion
of a portion of Nasdaq’s New York
Headquarters used for company events,
including market opening and closing
bells, and the investment in technology
to support ongoing trading. Nasdaq also
continued its advocacy efforts on behalf
of listed companies.
The Exchange also believes that the
proposed amendments to the annual
fees for equity securities are equitable
because they do not change the existing
framework for such fees, but simply
increase the amount of certain of the
fees to reflect increases in operating
costs and the perceived value of a
listing, including as a result of Nasdaq’s
advocacy efforts on behalf of listed
companies.12 Similarly, as the fee
structure remains effectively unchanged
apart from increases in the rates paid by
certain issuers, as described above, the
changes to annual fees for equity
securities neither target nor will they
have a disparate impact on any
particular category of issuer of equity
securities.
The Exchange believes that the
proposal to increase annual fees is not
unfairly discriminatory because Nasdaq
will maintain the current fee structure,
based on shares outstanding, except for
fees applicable to Acquisition
Companies as described above, and the
same fee schedule will apply to all such
issuers. While the Exchange does not
propose to increase the minimum
annual fees charged for securities
covered by Rule 5935 (that sets forth the
all-inclusive annual listing fees
applicable to Non-Convertible Bonds)
and Rule 5940 (that sets forth the allinclusive annual listing fees applicable
to Exchange Traded Products), the
Exchange believes that this is not
unfairly discriminatory because the
benefits the issuers of those other types
of securities receive in connection with
their listings are consistent with the
current fee levels paid by those issuers.
Pricing for similar securities on other
national securities exchanges was also
considered, and Nasdaq believes that a
proposed all-inclusive annual listing fee
is reasonable given the competitive
landscape.
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 not
necessary or appropriate in furtherance
of the purposes of the Act. The market
for listing services is extremely
competitive and listed companies may
freely choose alternative venues, both
within the U.S. and internationally. For
this reason, Nasdaq does not believe
that the proposed rule change will result
in any burden on competition for
listings. The Exchange also does not
believe that the proposed rule change
will have any meaningful impact on
competition among listed companies
because all similarly situated companies
will be charged the same fee.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were either
solicited or received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section
19(b)(3)(A)(ii) of the Act 13 and Rule
19b–4(f)(2) 14 thereunder.
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
change 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 rule-comments@
sec.gov. Please include file number SR–
NASDAQ–2024–082 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–NASDAQ–2024–082. 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
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549 on official
business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also
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–NASDAQ–2024–082 and should be
submitted on or before January 13, 2025.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024–30524 Filed 12–20–24; 8:45 am]
BILLING CODE 8011–01–P
13 15
12 See
U.S.C. 78s(b)(3)(A)(ii).
14 17 CFR 240.19b–4(f)(2).
also footnote 6, above.
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CFR 200.30–3(a)(12).
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]]>Agencies
[Federal Register Volume 89, Number 246 (Monday, December 23, 2024)]
[Notices]
[Pages 104590-104593]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-30524]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101948; File No. SR-NASDAQ-2024-082]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Modify All-Inclusive Annual Fees for Certain Companies
December 17, 2024.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on December 3, 2024, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission (the
``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.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to modify all-inclusive annual fees for
certain companies, as described below. While the changes proposed
herein are effective upon filing, the Exchange has designated the
proposed amendments to be operative on January 1, 2025.
The text of the proposed rule change is available on the Exchange's
website at
[[Page 104591]]
https://listingcenter.nasdaq.com/rulebook/nasdaq/rules, at the
principal office of the Exchange, and at the Commission's Public
Reference Room.
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 Exchange 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 these 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 aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to modify the Exchange's
all-inclusive annual listing fees for certain domestic and foreign
companies listing equity securities on the Nasdaq Global Select, Global
and Capital Markets.\3\ While these changes are effective upon filing,
Nasdaq has designated the proposed amendments to be operative on
January 1, 2025.
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\3\ The Exchange initially filed the proposed pricing change on
November 19, 2024 (SR-NASDAQ-2024-072). On December 3, 2024, the
Exchange withdrew that filing and replaced it with SR-NASDAQ-2024-
082.
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Currently, for companies listed on the Capital Market, other than
Acquisition Companies (i.e., companies whose business plan is to
complete an initial public offering and engage in a merger or
acquisition with one or more unidentified companies within a specific
period of time, as described in IM-5101-2), ADRs, Closed-end Funds and
Limited Partnerships, the all-inclusive annual fee described in Listing
Rule 5920 ranges from $49,500 to $85,000; for Acquisition Companies
listing on the Capital Market the all-inclusive annual fee is $81,000;
for ADRs listed on the Capital Market the all-inclusive annual fee
ranges from $49,500 to $59,500; and for Limited Partnerships listed on
the Capital Market the all-inclusive annual fee ranges from $34,500 to
$42,000. On the Global and Global Select Markets, the all-inclusive
annual fee described in Listing Rule 5910 for companies other than
Acquisition Companies, ADRs, Closed-end Funds and Limited Partnerships
ranges from $52,500 to $182,500; for Acquisition Companies on the
Global and Global Select Markets the all-inclusive annual fee is
$81,000; for ADRs the all-inclusive annual fee ranges from $52,500 to
$94,000; and for Limited Partnerships the all-inclusive annual fee
ranges from $42,000 to $87,000. On the Global Market, the all-inclusive
annual fee described in Listing Rule 5930 for SEEDS and Other
Securities ranges from $15,000 to $30,000.\4\ The all-inclusive annual
fee for Closed-end Funds listed on any market tier ranges from $34,500
to $112,000. In each case, except for Acquisition Companies, a
company's all-inclusive annual fee is based on its total shares
outstanding.\5\
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\4\ Rule 5940 sets forth the all-inclusive annual listing fees
applicable to Exchange Traded Products that are listed on the Nasdaq
Global Market. Nasdaq is not proposing to amend this rule.
\5\ REITs are subject to the same fee schedule as other equity
securities; however for the purpose of determining the total shares
outstanding, shares outstanding of all members in a REIT Family
listed on the same Nasdaq market tier may be aggregated. Similarly,
for the purpose of determining the total shares outstanding, fund
sponsors may aggregate shares outstanding of all Closed-End Funds in
the same fund family listed on the Nasdaq Global Market or the
Nasdaq Capital Market. See Listing Rules 5910(b)(2) and 5920(b)(2).
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Nasdaq proposes to amend the all-inclusive annual fee for certain
domestic and foreign companies listing equity securities on the Nasdaq
Global Select, Global and Capital Markets to the following amounts,\6\
effective January 1, 2025:
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\6\ In establishing the fee changes described in this rule
filing, Nasdaq considered various factors that distinguish
companies, including market tier, shares outstanding, and security
type, as well as pricing for similar securities on other national
securities exchanges. Nasdaq's also intends over time to transition
to a fee structure whereby the all-inclusive annual fee is
calculated on a per-share basis (subject to a minimum and maximum
fee), instead of one based on tiers. In setting the proposed fees
Nasdaq therefore also considered, in part, the resulting per-share
fee range of companies in the current tiers and attempted to
minimize the eventual impact of any future change to a per-share
fee. As a result of this, and the other factors noted above, some
tiers will have a higher percentage increase than other tiers.
Nasdaq believes that the ever-shifting market share among the
exchanges with respect to new listings and the transfer of existing
listings between competitor exchanges demonstrates that issuers can
choose different listing markets in response to fee changes.
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Global/Global Select Markets
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Annual fee Annual Fee
before the effective
Total shares outstanding proposed January 1,
change 2025
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Equity securities other than, in part, Up to 10 million shares......... $52,500 $56,000
Acquisition Companies, ADRs, Closed-end Funds
and Limited Partnerships.
10+ to 50 million shares........ 65,500 70,000
50+ to 75 million shares........ 85,000 86,000
75+ to 100 million shares....... 113,500 115,000
100+ to 125 million shares...... 141,500 143,000
125+ to 150 million shares...... 157,500 164,000
Over 150 million shares......... 182,500 193,000
ADRs.......................................... Up to 10 million ADRs and other 52,500 56,000
listed equity securities.
10+ to 50 million ADRs and other 59,500 63,500
listed equity securities.
50+ to 75 million ADRs and other 70,500 75,500
listed equity securities.
Over 75 million ADRs and other 94,000 100,500
listed equity securities.
Closed-end Funds.............................. Up to 50 million shares......... 34,500 36,500
50+ to 100 million shares....... 56,500 59,500
100+ to 250 million shares...... 84,000 88,500
Over 250 million shares......... 112,000 118,000
Limited Partnerships.......................... Up to 75 million shares......... 42,000 44,500
75+ to 100 million shares....... 56,500 59,500
[[Page 104592]]
100+ to 125 million shares...... 69,500 73,000
125+ to 150 million shares...... 75,500 79,500
Over 150 million shares......... 87,000 91,500
SEEDS and Other Securities *.................. Up to 5 million shares.......... 15,000 16,000
5+ to 10 million shares......... 17,500 18,500
10+ to 25 million shares........ 20,000 21,000
25+ to 50 million shares........ 22,500 24,000
Over 50 million shares.......... 30,000 31,500
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* Rule 5930 sets forth the all-inclusive annual listing fees applicable to SEEDS and Other Securities qualified
under Rule 5715 or 5730 for listing on the Nasdaq Global Market.
Capital Market
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Annual fee Annual fee
before the effective
Total shares outstanding proposed January 1,
change 2025
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Equity securities other than Acquisition Up to 10 million shares......... $49,500 $53,000
Companies, ADRs, Closed-end Funds and Limited
Partnerships.
10+ to 50 million shares........ 65,500 70,000
Over 50 million shares.......... 85,000 86,000
ADRs.......................................... Up to 10 million ADRs and other 49,500 53,000
listed equity securities.
Over10 million ADRs and other 59,500 63,500
listed equity securities.
Closed-end Funds.............................. Up to 50 million shares......... 34,500 36,500
50+ to 100 million shares....... 56,500 59,500
100+ to 250 million shares...... 84,000 88,500
Over 250 million shares......... 112,000 118,000
Limited Partnerships.......................... Up to 75 million shares......... 34,500 36,500
Over 75 million shares.......... 42,000 44,500
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Nasdaq also proposes to amend the all-inclusive annual fee for
Acquisition companies. Nasdaq currently charges a flat all-inclusive
annual listing fee of $81,000 for Acquisition Companies listed on the
Nasdaq Capital, Global and Global Select Markets.\7\ Nasdaq is
proposing to increase the all-inclusive annual listing fee for these
companies from $81,000 to $85,000 to better align its fees with the
value of the listing to Acquisition Companies.
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\7\ See Listing Rules 5910(b)(2)(F) and 5920(b)(2)(G).
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Finally, Nasdaq proposes to update amounts in examples in Listing
Rules 5910(b)(3)(D) and 5920(b)(3)(D), clarifying the application of
the rules for companies transferring between Nasdaq tiers, to align the
fee amounts with the fees applicable in year 2025.
Nasdaq proposes to make the aforementioned fee increases to better
reflect the Exchange's costs related to listing equity securities, such
as from the ongoing remodeling of a portion of the New York
Headquarters used for company events, including market opening and
closing bells, conducting the required associated regulatory oversight,
and Nasdaq's advocacy efforts on behalf of listed companies, and the
corresponding value of such listing to companies. In establishing these
fee changes Nasdaq also considered the competitive atmosphere in which
the Exchange operates.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\8\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\9\ in particular, in that it provides
for the equitable allocation of reasonable dues, fees and other charges
among members and issuers and other persons using any facility, and is
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(4) and (5).
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As a preliminary matter, Nasdaq notes that the Exchange operates in
a highly competitive marketplace for the listing of companies.\10\ The
Commission has repeatedly expressed its preference for competition over
regulatory intervention in determining prices, products, and services
in the securities markets. The Exchange believes that the ever-shifting
market share among exchanges with respect to new listings and the
transfer of existing listings between competitor exchanges demonstrates
that issuers can choose different listing markets in response to fee
changes. Moreover, new competitors can enter the space, including
existing exchanges without listing programs.\11\ Accordingly,
competitive forces constrain the Exchange's listing fees and changes to
the listing fees can have a direct effect on the ability of Nasdaq to
[[Page 104593]]
compete for new listings and retain existing listings.
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\10\ The Justice Department has noted the intense competitive
environment for exchange listings. See ``NASDAQ OMX Group Inc. and
Intercontinental Exchange Inc. Abandon Their Proposed Acquisition Of
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16,
2011), available at https://www.justice.gov/atr/public/press_releases/2011/271214.htm.
\11\ In that regard, Nasdaq notes that CBOE BZX has announced a
new listing offering. See ``Cboe Launches New Global Listing
Offering for Companies and ETFs of the Purpose-Driven Innovation
Economy'' (June 2, 2023), available at https://ir.cboe.com/news/news-details/2023/Cboe-Launches-New-Global-Listing-Offering-for-Companies-and-ETFs-of-the-Purpose-Driven-Innovation-Economy-06-02-2023/default.aspx. Similarly, the Texas Stock Exchange announced its
plans to be a fully electronic national securities exchange
providing a venue to list and trade public companies and the
exchange-traded products, available at https://www.txse.com/about-us.
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Nasdaq believes that the proposed amendments to Listing Rules
5910(b)(2), 5920(b)(2), and 5930 to increase the all-inclusive annual
listing fees as set forth above are reasonable because of the increased
costs incurred by Nasdaq, including due to price inflation. In that
regard, the Exchange notes that its general costs to support listed
companies and conduct the required associated regulatory oversight have
increased. The Exchange also continues to expand and improve the
services it provides to listed companies, the technology to deliver
those services and the customer experience at the Nasdaq MarketSite.
These improvements include the remodeling and expansion of a portion of
Nasdaq's New York Headquarters used for company events, including
market opening and closing bells, and the investment in technology to
support ongoing trading. Nasdaq also continued its advocacy efforts on
behalf of listed companies.
The Exchange also believes that the proposed amendments to the
annual fees for equity securities are equitable because they do not
change the existing framework for such fees, but simply increase the
amount of certain of the fees to reflect increases in operating costs
and the perceived value of a listing, including as a result of Nasdaq's
advocacy efforts on behalf of listed companies.\12\ Similarly, as the
fee structure remains effectively unchanged apart from increases in the
rates paid by certain issuers, as described above, the changes to
annual fees for equity securities neither target nor will they have a
disparate impact on any particular category of issuer of equity
securities.
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\12\ See also footnote 6, above.
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The Exchange believes that the proposal to increase annual fees is
not unfairly discriminatory because Nasdaq will maintain the current
fee structure, based on shares outstanding, except for fees applicable
to Acquisition Companies as described above, and the same fee schedule
will apply to all such issuers. While the Exchange does not propose to
increase the minimum annual fees charged for securities covered by Rule
5935 (that sets forth the all-inclusive annual listing fees applicable
to Non-Convertible Bonds) and Rule 5940 (that sets forth the all-
inclusive annual listing fees applicable to Exchange Traded Products),
the Exchange believes that this is not unfairly discriminatory because
the benefits the issuers of those other types of securities receive in
connection with their listings are consistent with the current fee
levels paid by those issuers. Pricing for similar securities on other
national securities exchanges was also considered, and Nasdaq believes
that a proposed all-inclusive annual listing fee is reasonable given
the competitive landscape.
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 not necessary or appropriate in
furtherance of the purposes of the Act. The market for listing services
is extremely competitive and listed companies may freely choose
alternative venues, both within the U.S. and internationally. For this
reason, Nasdaq does not believe that the proposed rule change will
result in any burden on competition for listings. The Exchange also
does not believe that the proposed rule change will have any meaningful
impact on competition among listed companies because all similarly
situated companies will be charged the same fee.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act \13\ and Rule 19b-4(f)(2) \14\ thereunder.
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\13\ 15 U.S.C. 78s(b)(3)(A)(ii).
\14\ 17 CFR 240.19b-4(f)(2).
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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 change 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-NASDAQ-2024-082 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-NASDAQ-2024-082. 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 submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for website viewing and
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549 on official business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also 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-NASDAQ-2024-082 and should
be submitted on or before January 13, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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\15\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-30524 Filed 12-20-24; 8:45 am]
BILLING CODE 8011-01-P
