105154 Federal Register / Vol. 89, No. 247 / Thursday, December 26, 2024 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Section 104 of the Company Guide and 

Sections 102.03 and 103.05 of the NYSE Listed 

Company Manual. To qualify for original listing, 

both NYSE American and NYSE require that a bond 

(i) have an aggregate market value or principal 

amount of at least $5,000,000, and (ii) meet one of 

several enumerated issuer or bond rating statuses. 

With respect to convertible bonds, the NYSE 

requires that an issue have an aggregate market 

value or principal amount of no less than 

$10,000,000. NYSE American does not have a 

similar requirement. 

5See Section 902.08 of the NYSE Listed Company 

Manual. 6Section 902.08 of the NYSE Listed Company 

Manual specifies that domestic listed debt of issuers 

exempt from registration under the Securities and 

Exchange Act of 1934 (‘‘Exempt Issuers’’) is not 

subject to any listing fee. Section 902.08 of the 

NYSE Listed Company Manual further specifies 

that bonds whose listing is transferred from another 

national securities exchange or that list in 

conjunction with their voluntary delisting from a 

regulated foreign exchange are not subject to initial 

listing fees or any annual listing fee in their first 

partial yar of listing. NYSE American does not 

currently list debt securities of Exempt Issuers so 

it does not propose to add this provision to its rule. 

Similarly, issuers have not historically transferred 

bonds to NYSE American from another national 

securities exchange or listed bonds on NYSE 

American in conjunction with their voluntary 

delisting from a regulated foreign exchange. 

Therefore, NYSE American does not propose to add 

this provision to its rules. 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication by February 24, 2025. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

Please direct your written comment to 

Austin Gerig, Director/Chief Data 

Officer, Securities and Exchange 

Commission, c/o Tanya Ruttenberg, 100 

F Street, NE, Washington, DC 20549 or 

send an email to: PRA_Mailbox@

sec.gov. 

Dated: December 19, 2024. 

J. Matthew DeLesDernier, 

Deputy Secretary. 

[FR Doc. 2024–30771 Filed 12–23–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101967; File No. SR– 

NYSEAMER–2024–79] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Change to Amend Sections 140 and 

141 of the NYSE American Company 

Guide to Amend the Original and 

Annual Listing Fees for Bonds and the 

Annual Fee for Stock Issues 

December 18, 2024 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on December 

16, 2024, NYSE American LLC (‘‘NYSE 

American’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. 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 amend 

Sections 140 and 141 of the NYSE 

American Company Guide (the 

‘‘Company Guide’) to (i) amend the 

original and annual listing fees for 

bonds, and (ii) amend the annual fee for 

stock issues. The proposed rule change 

is available on the Exchange’s website at 

www.nyse.com, 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 

self-regulatory organization 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 those 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 parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

Sections 140 and 141 of the Company 

Guide to (i) amend the original and 

annual listing fees for bonds, and (ii) 

amend the annual fee for stock issues. 

The proposed changes will take effect 

from the beginning of the calendar year 

commencing on January 1, 2025. 

The Exchange currently charges an 

annual fee of $55,000 to issuers with 50 

million or fewer shares outstanding and 

an annual fee of $75,000 to issuers with 

more than 50 million shares 

outstanding. The Exchange proposes to 

amend Section 141 of the Company 

Guide to increase the annual fee for 

issuers with 50 million or fewer shares 

outstanding to $60,000, and to increase 

the annual fee for issuers with more 

than 50 million shares outstanding to 

$80,000. 

The proposed increase to the annual 

fee for stock issues reflects increases in 

the costs the Exchange incurs in 

providing services to listed companies 

on an ongoing basis including in 

relation to company events and 

advocacy on behalf of listed companies, 

as well as increases in the costs of 

conducting its related regulatory 

activities. The Exchange proposes to 

make the aforementioned fee increases 

to better reflect the Exchange’s costs 

related to listing equity securities and 

the corresponding value of such listing 

to companies. 

The revised annual fee for stock 

issues will be applied in the same 

manner to all issuers with listed 

securities in the affected categories and 

the Exchange believes that the changes 

will not disproportionately affect any 

specific category of issuers. 

Pursuant to Section 140 of the 

Company Guide, the Exchange currently 

charges an original listing fee for bond 

issues equal to $100 per $1 million 

principal amount (or fraction thereof) 

and subject to a minimum original 

listing fee of $5,000 and a maximum fee 

of $10,000. Pursuant to Section 141 of 

the Company Guide, the Exchange 

currently charges an annual fee for 

listed bonds equal to $5,000. 

Similar to bonds listed on New York 

Stock Exchange LLC (‘‘NYSE’’), bonds 

that are listed on NYSE American trade 

on the NYSE Bonds platform. The 

quantitative original listing standards 

for bonds listed on the NYSE or NYSE 

American exchanges are nearly 

identical.4 Because bonds listed on 

NYSE American and NYSE are subject 

to the same quantitative listing 

standards (except as described in 

Footnote 3) and trade on the same NYSE 

Bonds platform, the Exchange believes 

it is appropriate to align the original and 

annual fee schedule for bonds listed on 

NYSE American with the schedule 

applicable to bonds listed on the NYSE 5

as the value of a bond listing is the same 

to an issuer regardless of the exchange 

on which the bond is listed. 

Accordingly, the Exchange proposes 

to amend Section 140 of the Company 

Guide to specify that listed bonds will 

be subject to a flat original listing fee of 

$25,000.6 The Exchange proposes to 


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7Currently, there are no bonds listed on the 

Exchange that are issued by companies whose 

equity securities are listed on the Exchange. 

8The Exchange will determine that an issuer is 

a wholly-owned subsidiary of an affiliated issuer 

based on the offering documents for the applicable 

bond issuance. 

9Concurrent with this filing, the New York Stock 

Exchange is proposing to also adopt a $100,000 

maximum fee cap for bond listing fees. 

10 15 U.S.C. 78f(b). 

11 15 U.S.C. 78f(b)(4). 

12 15 U.S.C. 78f(b)(5). 

amend the annual fees for bonds 

contained in Section 141 of the 

Company Guide to eliminate the $5,000 

flat annual fee and instead adopt a 

tiered annual fee schedule based on the 

number of bonds that an issuer has 

listed on the Exchange. As revised, an 

issuer that has at least one and no more 

than five listed bonds will pay an 

annual fee of $25,000. An issuer that has 

at least six and no more than 10 listed 

bonds will pay an annual fee of $50,000. 

An issuer that has at least 11 and no 

more than 15 listed bonds will pay an 

annual fee of $75,000. An issuer that has 

more than 15 listed bonds will pay an 

annual fee of $100,000. Because the 

Exchange is seeking to adopt a tiered 

annual fee schedule, the Exchange 

proposes to delete language in Section 

141 related to prorating the annual fee 

for a bond in its first year of listing. The 

Exchange notes that the proposed 

amendment will result in a fee increase 

for issuers that list bonds on the 

Exchange. However, as discussed above, 

because bonds listed on the Exchange 

trade on the NYSE Bonds platform 

similar to bonds listed on the NYSE, the 

Exchange believes that the value of the 

bond listing is comparable across NYSE 

American and NYSE and it is 

appropriate to align the fee schedule. 

The Exchange further notes that 

Section 141 of the Company Guide 

currently sets forth the annual fee for 

listed bonds of companies whose equity 

securities are not listed on the 

Exchange, but does not contain a 

corresponding fee schedule for listed 

bonds of companies whose equity 

securities are listed on the Exchange.7

Under Section 104 of the Company 

Guide, a bond may qualify for listing if 

its issuer has equity securities listed on 

the Exchange, the New York Stock 

Exchange or Nasdaq. With respect to 

bond listing fees, the Exchange doesn’t 

believe that issuers should be charged 

differently depending on where their 

equity securities are listed. Therefore, 

the Exchange proposes to delete the 

limiting text in Section 141 that the 

current fee schedule applies only to 

listed bonds of companies whose equity 

securities are not listed on the 

Exchange. Instead, the proposed fee 

schedule will apply to all listed bonds 

regardless of where the issuer’s equity 

securities are listed. 

The Exchange proposes to further 

amend Section 141 of the Company 

Guide to adopt an overall cap of 

$100,000 on the original and annual fees 

that may be paid by an issuer of listed 

bonds in any calendar year. The 

Exchange notes that issuers will 

frequently issue bonds from various 

wholly-owned financing subsidiaries. 

Therefore, for purposes of calculating 

the fee cap, the Exchange will aggregate 

listing fees for bonds of an issuer and its 

wholly-owned subsidiaries.8

The Exchange notes that companies 

frequently issue several series of bonds 

at the same time. For example, as part 

of a single offering, a company may 

issue debt securities of different series 

with varying maturities (ex. 5-year, 10- 

year, 20-year or 30-year). In the 

Exchange’s experience, there are 

efficiencies in (i) qualifying for listing 

multiple series of bonds of the same 

issuer, and (ii) servicing such listings on 

an ongoing basis. Because of these 

efficiencies, the Exchange believes it is 

appropriate to establish a maximum fee 

of $100,000 payable by an issuer of 

listed bonds in any calendar year.9

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,10 in general, and 

furthers the objectives of Section 

6(b)(4) 11 of the Act, in particular, in that 

it is designed to provide for the 

equitable allocation of reasonable dues, 

fees, and other charges. The Exchange 

also believes that the proposed rule 

change is consistent with Section 6(b)(5) 

of the Act,12 in that it is designed to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest and is not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange believes that it is not 

unfairly discriminatory and represents 

an equitable allocation of reasonable 

fees to amend Section 141 of the 

Company Guide to increase the annual 

fees for listed equity securities as set 

forth above because of the increased 

costs incurred by the Exchange since it 

established the current rates. 

The Exchange believes that it is not 

unfairly discriminatory and represents 

an equitable allocation of reasonable 

fees to amend Sections 140 and 141 of 

the Company Guide to adopt (i) a flat 

$25,000 original listing fee for bonds 

and (ii) a tiered annual listing fee for 

bonds based on the number of bonds an 

issuer has listed on the Exchange. In 

this regard, the Exchange believes it is 

reasonable to align the Exchange’s bond 

original and annual listing fees with 

those of the NYSE, as bonds listed on 

either exchange trade on the NYSE 

Bonds platform and are subject to nearly 

identical quantitative listing standards. 

The Exchange believes that it is not 

unfairly discriminatory and represents 

an equitable allocation of reasonable 

fees to amend Section 141 to establish 

a maximum fee cap payable in any 

calendar year by an issuer of bonds 

because the Exchange experiences 

efficiencies is qualifying and servicing 

the listing of multiple series of bonds of 

the same issuer (or a wholly-owned 

subsidiary of such issuer). 

The Proposed Changes Are Reasonable 

The Exchange believes that the 

proposed changes to the annual fee 

schedule for listed equity securities are 

reasonable. In that regard, the Exchange 

notes that its general costs to support its 

listed companies have increased, 

including due to price inflation. The 

Exchange also continues to expand and 

improve the services it provides to 

listed companies. Specifically, the 

Exchange has (among other things) 

increased expenditure on listed 

companies and the value of an NYSE 

listing by increasing programming for 

listed companies and enhancing its 

conference space which can be utilized 

by listed companies. 

The Exchange believes it is reasonable 

to align the Exchange’s bond original 

and annual listing fees with those of the 

NYSE, as bonds listed on either 

exchange trade on the NYSE Bonds 

platform and are subject to nearly 

identical quantitative listing standards. 

Therefore, the value of a bond listing to 

an issuer is the same regardless of the 

exchange on which the bond is listed. 

The Exchange believes that it is 

reasonable to establish a maximum fee 

cap payable in any calendar year by an 

issuer of bonds because there are 

efficiencies in listing multiple series of 

bonds of the same issuer (or a whollyowned subsidiary of such issuer). 

The Exchange operates in a highly 

competitive marketplace for the listing 

of the various categories of securities 

affected by the proposed annual fee 

adjustments. The Commission has 

repeatedly expressed its preference for 


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105156 Federal Register / Vol. 89, No. 247 / Thursday, December 26, 2024 / Notices 

13Securities Exchange Act Release No. 34–51808 

(June 9, 2005); 70 FR 37496 (June 29, 2005) 

(‘‘Regulation NMS’’). 

14See Regulation NMS, 70 FR at 37499. 

15 15 U.S.C. 78s(b)(3)(A)(ii). 

16 17 CFR 240.19b–4. 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. Specifically, in Regulation 

NMS,13 the Commission highlighted the 

importance of market forces in 

determining prices and SRO revenues 

and, also, recognized that current 

regulation of the market system ‘‘has 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 14

The Exchange believes that the evershifting 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. Accordingly, competitive 

forces constrain exchange listing fees. 

Stated otherwise, changes to exchange 

listing fees can have a direct effect on 

the ability of an exchange to compete for 

new listings and retain existing listings. 

Given this competitive environment, 

the adoption of the proposed increase 

the annual listing fee for equity 

securities represents a reasonable 

attempt to address the Exchange’s 

increased costs in servicing these 

listings while continuing to attract and 

retain listings. The establishment of a 

flat original listing fee, a tiered annual 

listing fee, and a maximum fee cap 

payable in a calendar year by an issuer 

of bonds represents a reasonable attempt 

to accurately reflect the Exchange’s 

costs in listing and servicing such 

securities. 

The Exchange proposes to make the 

aforementioned fee increases in 

Sections 140 and 141 of the Company 

Guide to better reflect the value of such 

listing to issuers. 

The Proposal Is an Equitable Allocation 

of Fees 

The Exchange believes its proposal 

equitably allocates its fees among its 

market participants. 

The Exchange 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 the annual fee to 

reflect increased operating costs. 

Similarly, as the fee structure remains 

effectively unchanged apart from the 

proposed increases in the rates paid by 

all issuers, the changes to the annual fee 

for equity securities neither target nor 

will they have a disparate impact on any 

particular category of issuer. 

The Exchange believes that the 

adoption of a flat original listing fee and 

a tiered annual listing fee for bonds is 

equitable because it accurately reflects 

the value of a bond listing to an issuer 

while recognizing the efficiencies 

realized by the Exchange when listing 

multiple series of bonds. The Exchange 

believes that the proposed flat original 

fee and tiered annual fee is equitable 

because it will apply equally to all 

issuers and will not target nor have a 

disparate impact on any particular 

category of issuer. 

The Exchange believes that the 

proposed maximum fee cap for issuers 

of bonds is equitable because the work 

required to list a bond does not increase 

on a proportional basis for each 

additional series of bonds that are listed 

on the Exchange. There are efficiencies 

in listing multiple series of bonds and 

the Exchange believes that its proposed 

fee cap is an equitable reflection of such 

efficiencies. 

The Proposal Is Not Unfairly 

Discriminatory 

The Exchange believes that the 

proposal is not unfairly discriminatory. 

The proposed fee changes are not 

unfairly discriminatory among issuers of 

operating company equity securities 

because the same fee schedule will 

apply to all such issuers. The proposed 

changes to the original and annual fee 

schedule for bonds is not unfairly 

discriminatory because the same 

schedule will apply to all bond issuers 

and the proposed fee cap will be 

available to all issuers. Further, the 

Exchange operates in a competitive 

environment and its fees are constrained 

by competition in the marketplace. 

Other venues currently list all of the 

categories of securities covered by the 

proposed fees and if a company believes 

that the Exchange’s fees are 

unreasonable it can decide either not to 

list its securities or to list them on an 

alternative venue. Currently, there are 

few bonds listed on the Exchange. 

While the listing fees for such bonds 

will increase under the proposed rule 

change, the Exchange notes that all 

listed bonds (whether listed on the 

Exchange or the NYSE) trade on the 

NYSE Bonds platform. The value of the 

listing to a specific bond issuer, 

therefore, is the same. Accordingly, the 

Exchange believes it is not unfairly 

discriminatory to align the Exchange’s 

bond listing fee schedule with the 

NYSE’s corresponding schedule. 

For the foregoing reasons, the 

Exchange believes that the proposal is 

consistent with the Act. 

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 that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is designed to 

ensure that the fees charged by the 

Exchange accurately reflect the services 

provided and benefits realized by listed 

issuers. The market for listing services 

is extremely competitive. Each listing 

exchange has a different fee schedule 

that applies to issuers seeking to list 

securities on its exchange. Issuers have 

the option to list their securities on 

these alternative venues based on the 

fees charged and the value provided by 

each listing. Because issuers have a 

choice to list their securities on a 

different national securities exchange, 

the Exchange does not believe that the 

proposed fee changes impose a burden 

on competition. 

Intramarket Competition 

The proposed amended fees will be 

charged to all listed issuers on the same 

basis. The Exchange does not believe 

that the proposed amended fees will 

have any meaningful effect on the 

competition among issuers listed on the 

Exchange. 

Intermarket Competition 

The Exchange operates in a highly 

competitive market in which issuers can 

readily choose to list new securities on 

other exchanges and transfer listings to 

other exchanges if they deem fee levels 

at those other venues to be more 

favorable. Because competitors are free 

to modify their own fees, and because 

issuers may change their chosen listing 

venue, the Exchange does not believe its 

proposed fee change can impose any 

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 solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Pursuant to Section 19(b)(3)(A)(ii) of 

the Act,15 and Rule 19b–4(f)(2) 

thereunder 16 the Exchange has 

designated this proposal as establishing 

or changing a due, fee, or other charge 

imposed on any person, whether or not 


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Federal Register / Vol. 89, No. 247 / Thursday, December 26, 2024 / Notices 105157 

17 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

the person is a member of the selfregulatory organization, which renders 

the proposed rule change effective upon 

filing. 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. 

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– 

NYSEAMER–2024–79 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–NYSEAMER–2024–79. 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–NYSEAMER–2024–79 and should 

be submitted on or before January 16, 

2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

J. Matthew DeLesDernier, 

Deputy Secretary. 

[FR Doc. 2024–30687 Filed 12–23–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101966; File No. SR–NYSE– 

2024–78] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Sections 902.02, 902.03 and 902.08 of 

the NYSE Listed Company Manual To 

Amend Initial Listing Fees and Certain 

of Its Annual Fees Applicable to Listed 

Issuers and Establish a Maximum Fee 

for Debt Securities and Structured 

Products 

December 18, 2024. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on December 

5, 2024, New York Stock Exchange LLC 

(‘‘NYSE’’ or the ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. 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 amend 

Sections 902.02, 902.03 and 902.08 of 

the NYSE Listed Company Manual (the 

‘‘Manual’) to (i) amend its initial listing 

fee and certain of its annual fees 

charged to listed issuers, and (ii) 

establish a maximum fee payable in a 

calendar year for debt securities and 

structured products listed on the NYSE 

Bonds platform. The proposed rule 

change is available on the Exchange’s 

website at www.nyse.com, 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 

self-regulatory organization 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 those 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 parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend its 

initial listing fee and certain of its 

annual fees charged to listed issuers as 

set forth in Sections 902.02 and 902.03 

of the Manual. The proposed changes 

will take effect from the beginning of the 

calendar year commencing on January 1, 

2025. 

The Exchange currently charges a flat 

initial listing fee of $300,000 the first 

time an issuer lists a class of common 

shares on the Exchange. The Exchange 

proposes to increase this flat initial 

listing fee by $25,000 from $300,000 to 

$325,000. Section 902.03 of the Manual 

contains examples of how listing fees 

are calculated for certain UPREITs, U.S. 

issuers and foreign private issuers. The 

Exchange proposes to make conforming 

changes to these examples in Section 

902.03 to reflect the new $325,000 flat 

initial listing fee. 

The Exchange currently charges an 

annual fee of $0.001265 per share for 

each of the following: a primary class of 

common shares (including Equity 

Investment Tracking Stocks); each 

additional class of common shares 

(including tracking stock); a primary 

class of preferred stock (if no class of 

common shares is listed); each 

additional class of preferred stock 

(whether primary class is common or 

preferred shares); and each class of 

warrants or rights. The Exchange 

proposes to change the per share annual 

fee for the foregoing classes of securities 

from $0.001265 per share to $0.001285 

per share. 


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