```

[Federal Register Volume 89, Number 247 (Thursday, December 26, 2024)]
[Notices]
[Pages 105157-105160]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-30686]

-----------------------------------------------------------------------

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 self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 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 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.

[[Page 105158]]

    The annual fee for a primary class of common shares (including 
Equity Investment Tracking Stocks) and a primary class of preferred 
stock (if no class of common shares is listed) is currently subject to 
a minimum fee of $80,000 per year. The Exchange proposes to increase 
the minimum fee for such securities from $80,000 per year to $82,000 
per year.
    The proposed increase in (i) the initial listing fee, (ii) the per 
share rates for annual fees, and (iii) the minimum annual fee for a 
primary class of equity or preferred stock reflects increases in the 
costs the Exchange incurs in providing services to listed companies on 
an ongoing basis, as well as increases in the costs of conducting its 
related regulatory activities. As described below, 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 fees 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.
    The Exchange currently charges a flat $25,000 initial listing fee 
for (i) all securities that list under the debt standard in Section 
703.19 of the Manual and trade on NYSE Bonds, and (ii) all debt 
securities that list under Sections 102.03 and 103.05 of the Manual and 
trade on NYSE Bonds (such securities described in items (i) and (ii), 
collectively, ``NYSE Bonds Securities''). The Exchange charges annual 
fees for NYSE Bonds Securities on a tiered basis (from $25,000 to 
$100,000) according to the number of such securities listed and traded 
on the NYSE Bonds platform.\4\ The Exchange now proposes to adopt an 
overall cap of $100,000 on the initial and annual fees that may be paid 
by an issuer of NYSE Bonds Securities in any calendar year. The 
Exchange notes that issuers will frequently issue NYSE Bonds Securities 
from various wholly-owned financing subsidiaries. Therefore, for 
purposes of calculating the fee cap, the Exchange will aggregate 
listing fees for NYSE Bonds Securities of an issuer and its wholly-
owned subsidiaries.\5\
---------------------------------------------------------------------------

    \4\ The fee schedule contained in Section 902.08 of the Manual 
applies only to NYSE Bonds Securities that trade on the NYSE Bonds 
platform. Securities that list under the equity standards of Section 
703.19 are subject to the fee schedule contained in Section 902.05 
of the Manual.
    \5\ The 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.
---------------------------------------------------------------------------

    The Exchange notes that companies frequently issue several series 
of NYSE Bonds Securities 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 NYSE Bonds Securities 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 NYSE 
Bonds Securities in any calendar year.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\6\ in general, and furthers the 
objectives of Section 6(b)(4) \7\ 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,\8\ 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.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(4).
    \8\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that it is not unfairly discriminatory and 
represents an equitable allocation of reasonable fees to amend Sections 
902.02 and 902.03 to (i) increase the initial listing fee and annual 
fees for the various categories of equity securities, and (ii) increase 
the minimum annual fee for a primary class of common equity or 
preferred stock 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 902.08 to establish a maximum fee 
cap payable in any calendar year by an issuer of NYSE Bonds Securities 
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). Currently, there are 
more than 170 issuers of NYSE Bonds Securities and the substantial 
majority of those issuers will not see their fees change as a result of 
the proposed maximum fee cap. No issuer will see an increase in its 
listing fees for NYSE Bonds Securities.
The Proposed Changes Are Reasonable
    The Exchange believes that the proposed changes to its initial 
listing fee and the annual fee schedule (including the minimum fee) 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 that it is reasonable to establish a maximum 
fee cap payable in any calendar year by an issuer of NYSE Bonds 
Securities because there are efficiencies in listing multiple series of 
bonds of the same issuer (or a wholly-owned 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 competition over regulatory intervention 
in determining prices, products, and services in the securities 
markets. Specifically, in Regulation NMS,\9\ 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.'' \10\
---------------------------------------------------------------------------

    \9\ Securities Exchange Act Release No. 34-51808 (June 9, 2005); 
70 FR 37496 (June 29, 2005) (``Regulation NMS'').
    \10\ See Regulation NMS, 70 FR 37499.
---------------------------------------------------------------------------

    The Exchange 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

[[Page 105159]]

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 to the initial listing fee and annual fees for various 
categories of 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 
maximum fee cap payable in a calendar year by issuers of NYSE Bonds 
Securities 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 902.02, 902.03 and 903.08 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 initial 
listing fee and 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 flat initial listing fee, minimum annual 
fee, and per unit 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 initial listing fee or annual fees for equity securities 
neither target nor will they have a disparate impact on any particular 
category of issuer.
    The Exchange believes that the proposed maximum fee cap for issuers 
of NYSE Bonds Securities 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 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.
    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 
companies. 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,\11\ and Rule 19b-
4(f)(2) thereunder \12\ the Exchange has designated this proposal as 
establishing or changing a due, fee, or other charge imposed on any 
person, whether or not the person is a member of the self-regulatory 
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.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(3)(A)(ii).
    \12\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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-NYSE-2024-78 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-NYSE-2024-78. 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

[[Page 105160]]

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-NYSE-2024-78 and should be submitted on 
or before January 16, 2025.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024-30686 Filed 12-23-24; 8:45 am]
BILLING CODE 8011-01-P
```