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[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]

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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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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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 http://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
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