Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 8957 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 101483 

(October 30, 2024), 89 FR 87914 (‘‘Notice’’). The 

Commission has received no comments on the 

proposed rule change. 

4See Securities Exchange Act Release No. 

101965, 89 FR 105160 (December 26, 2024). 

5Listing Rule IM–5900–7(a)(1) defines an 

‘‘Eligible New Listing’’ as ‘‘a Company listing on the 

Global or Global Select Market in connection with: 

(i) an initial public offering in the United States, 

including American Depository Receipts (other than 

a Company listed under IM–5101–2), (ii) upon 

emerging from bankruptcy, (iii) in connection with 

a spin-off or carve-out from another Company, (iv) 

in connection with a Direct Listing as defined in 

IM–5315–1 (including the listing of American 

Depository Receipts), or (v) in conjunction with a 

business combination that satisfies the conditions 

in IM–5101–2(b).’’ 

6Current Listing Rule IM–5900–7(a)(2) defines an 

‘‘Eligible Switch’’ as ‘‘a Company: (i) (other than a 

Company listed under IM–5101–2) switching its 

listing from the New York Stock Exchange to the 

Global or Global Select Markets, or (ii) that has 

switched its listing from the New York Stock 

Exchange and listed on Nasdaq under IM–5101–2 

after the Company publicly announced that it 

entered into a binding agreement for a business 

combination and that subsequently satisfies the 

conditions in IM–5101–2(b) and lists on the Global 

or Global Select Market in conjunction with that 

business combination.’’ See infra notes 17–19 and 

accompanying text for discussion of the proposed 

changes to the definition of ‘‘Eligible Switch.’’ 

7See Listing Rule IM–5900–7 (describing the 

complimentary services available to certain 

companies that listed on or after March 12, 2021, 

the effective date of SR–NASDAQ–2021–002). See 

also Securities Exchange Act Release No. 91318 

(March 12, 2021), 86 FR 14774 (March 18, 2021) 

(SR–NASDAQ–2021–002) (‘‘2021 Order’’) 

(modifying the package of complimentary services 

offered to eligible companies that listed on or after 

March 12, 2021); Securities Exchange Act Release 

No. 98367 (September 12, 2023), 88 FR 64016 

(September 18, 2023) (SR–NASDAQ–2023–017) 

(‘‘2023 Order’’) (modifying the package of 

complimentary services offered to eligible 

companies that listed on or after September 12, 

2023). 

8See Notice, supra note 3, at 87915. 

9Nasdaq states that, in addition, all companies 

listed on Nasdaq receive other standard services 

from Nasdaq, including Nasdaq Online and the 

Market Intelligence Desk. See id. at 87915 n.6. 

10See Listing Rule IM–5900–7(d)(2). See also 

Listing Rule 7(b) for a description of ‘‘Market 

Advisory Tools’’ and, specifically, the ‘‘Stock 

Surveillance,’’ ‘‘Global Targeting,’’ and ‘‘Annual 

Perception Study’’ tools. Nasdaq represents that the 

total retail value of these services is up to 

approximately $220,200 per year. The company 

also receives one Virtual Event during the four-year 

period, which has a retail value of approximately 

$11,700. In addition, the one-time development fees 

of approximately $6,000 to establish the services in 

the first year is waived. See Notice, supra note 3, 

at 87915 n.8; Listing Rule IM–5900–7(d)(2). 

11Once the company elects a service it cannot 

subsequently change to a different alternative, 

including in a subsequent year. See Listing Rule 

IM–5900–7(e); Notice, supra note 3, at 87915 n.9. 

12See Notice, supra note 3, at 87915. 

13See id. 

14See Listing Rule IM–5900–7(d)(3). Nasdaq 

represents that the total retail value of these 

services is up to approximately $373,700 per year. 

The company also receives one Virtual Event 

during the four-year period, which has a retail value 

of approximately $11,700. In addition, the one-time 

development fees of approximately $26,500 to 

establish the services in the first year is waived. See 

Notice, supra note 3, at 87915 n.10; Listing Rule 

IM–5900(7)(d)(3)(A). 

15See Notice, supra note 3, at 87915. Specifically, 

Nasdaq proposes to add new Listing Rule IM–5900– 

7(d)(3)(B) and move existing Listing Rule IM–5900– 

7(d)(3)(B) to Listing Rule IM–5900–7(d)(3)(C), with 

modifications. 

16See id. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102308; File No. SR– 

NASDAQ–2024–059] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Order 

Granting Approval of a Proposed Rule 

Change To Modify the Package of 

Complimentary Services Provided to 

Certain Eligible Switches and To 

Modify the Definition of an Eligible 

Switch 

January 29, 2025. 

I. Introduction 

On October 17, 2024, The Nasdaq 

Stock Market LLC (‘‘Nasdaq’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’), pursuant to section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

modify the definition of companies that 

are eligible for complimentary services 

when switching their listing to the 

Exchange and to modify the package of 

complimentary services available to 

such eligible companies. The proposed 

rule change was published for comment 

in the Federal Register on November 5, 

2024.3 On December 18, 2024, the 

Commission designated a longer period 

for the Commission to take action on the 

proposed rule change.4 This order 

approves the proposed rule change. 

II. Description of the Proposed Rule 

Change 

Nasdaq offers complimentary services 

under Listing Rule IM–5900–7 to 

Eligible New Listings 5 and Eligible 

Switches 6 newly listing on Nasdaq’s 

Global or Global Select Market.7 Nasdaq 

states that the complimentary service 

program offers valuable services to 

newly listing companies, is designed to 

help ease the transition of becoming a 

public company or switching markets, 

and makes listing on Nasdaq more 

attractive to these companies.8 The 

services offered include a whistleblower 

hotline, investor relations website, 

disclosure services for earnings or other 

press releases, webcasting, market 

analytic tools, environmental, social and 

governance services, and may include 

market advisory tools such as stock 

surveillance (collectively, the ‘‘Service 

Package’’).9

Currently, an Eligible Switch that has 

a market capitalization of $750 million 

or more but less than $5 billion receives 

certain complimentary services for four 

years, including the choice of one of the 

following Market Advisory Tools: Stock 

Surveillance, Global Targeting, or an 

Annual Perception Study.10 Instead of 

providing for the choice of one of the 

three Market Advisory Tools for four 

years,11 Nasdaq proposes to modify 

Listing Rule IM–5900–7(d)(2) to provide 

an Eligible Switch that has a market 

capitalization of $750 million or more 

but less than $5 billion that lists on or 

after the effective date of this proposed 

rule change with one Annual Perception 

Study during the four-year period and 

the choice of the remaining two Market 

Advisory Tools (i.e., Stock Surveillance 

or Global Targeting) for four years.12

Nasdaq also proposes to modify Listing 

Rule IM–5900–7(d)(2) to reflect that an 

Eligible Switch that had a market 

capitalization of $750 million or more 

but less than $5 billion that listed on 

Nasdaq prior to the effective date of this 

proposed rule change is not eligible for 

the one Annual Perception Study during 

the four-year period, but received, upon 

listing (as provided by the rules in effect 

at that time), the choice of Stock 

Surveillance, Global Targeting, or 

Annual Perception Study.13

Currently, an Eligible Switch that has 

a market capitalization of $5 billion or 

more receives as part of its Service 

Package the choice of two Market 

Advisory Tools for four years.14 Nasdaq 

proposes to modify Listing Rule IM– 

5900–7(d)(3)(A) to provide an Eligible 

Switch that has a market capitalization 

of $5 billion or more that lists on or after 

the effective date of this proposed rule 

change with one Annual Perception 

Study during the four-year period and 

both of the remaining Market Advisory 

Tools (i.e., Stock Surveillance and 

Global Targeting) for four years.15

Nasdaq also proposes to modify Listing 

Rule IM–5900–7(d)(3) to reflect that an 

Eligible Switch that had a market 

capitalization of $5 billion or more that 

listed on Nasdaq prior to the effective 

date of this proposed rule change is not 

eligible for the one Annual Perception 

Study during the four-year period but 

received, upon listing (as provided by 

the rules in effect at that time), the 

choice of two of the following three 

services: Stock Surveillance, Global 

Targeting, or Annual Perception 

Study.16

Finally, Nasdaq proposes to modify 

the definition of an ‘‘Eligible Switch’’ in 

Listing Rule IM–5900–7(a)(2) to include 


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8958 Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 

17See id. 

18See id. 

19See Securities Exchange Act Release No. 90729 

(December 18, 2020), 85 FR 84434 (December 28, 

2020) (SR–NASDAQ–2020–060) (adding a 

definition of Eligible Switch that includes any 

company that (i) switched its listing from NYSE to 

list on Nasdaq under IM–5101–2 after the company 

publicly announced that it entered into a binding 

agreement for a business combination; and (ii) 

subsequently satisfies the conditions in IM–5101– 

2(b) and lists on the Nasdaq Global or Global Select 

Markets, by meeting all listing requirements of one 

of these market tiers, in conjunction with that 

business combination). 

20 15 U.S.C. 78f. In approving this proposed rule 

change, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

21 15 U.S.C. 78f(b)(4) and (5). 

22 15 U.S.C. 78f(b)(8). 23See Notice, supra note 3, at 87916. Nasdaq also 

states that all similarly situated companies are 

eligible for the same package of services. See id. 

24See id. at 87915–16. Nasdaq represents that 

Stock Surveillance, Global Targeting, and Annual 

Perception Study have a retail value of 

approximately $56,500, $48,000, and $45,000 per 

year, respectively. Nasdaq states that, in describing 

the value of the services in the rule text, it 

presumed that a company would use Stock 

Surveillance and Global Targeting, where there is 

the choice of two services; and that a company 

would use the Stock Surveillance, where there is 

the choice of one service. See id. at 87916 n.11. 

25See id. at 87916. 

26See id. at 87915–16. 

27 15 U.S.C. 78f(b)(5). 

28 15 U.S.C. 78f(b)(8). 

29 15 U.S.C. 78f(b)(5). 

30See Securities Exchange Act Release No. 65963 

(December 15, 2011), 76 FR 79262, 79266 

(December 21, 2011) (approving SR–NASDAQ– 

2011–122) (‘‘2011 Approval Order’’). The 

Commission concluded in the 2011 Approval Order 

that ‘‘Nasdaq has provided a sufficient basis for its 

different treatment of Eligible Switches and that 

this portion of Nasdaq’s proposal meets the 

requirements of the Act in that it reflects 

competition between exchanges, with Nasdaq 

offering discounts for transfers of listings from a 

competing exchange.’’ Id. See also 2023 Order, 

supra note 7; 2021 Order, supra note 7; Securities 

Exchange Act Release No. 79366 (November 21, 

2016), 81 FR 85663, 85665 (November 28, 2016) 

(approving SR–NASDAQ–2016–106) (‘‘2016 

Approval Order’’). 

31See 2011 Approval Order, supra note 30, at 

79266. 

32See also 2016 Approval Order, supra note 30, 

at 85665; 2011 Approval Order, supra note 30, at 

79266. 

33See 2016 Approval Order, supra note 30, at 

85665; 2011 Approval Order, supra note 30, at 

79266. 

a company (other than a company listed 

under Listing Rule IM–5101–2) 

switching its listing on or after the 

effective date of this proposed rule 

change to the Global or Global Select 

Market not only from the New York 

Stock Exchange (‘‘NYSE’’), as currently 

provided by Listing Rule IM–5900– 

7(a)(2), but also from any other national 

securities exchange.17 Similarly, Nasdaq 

proposes to modify this definition so 

that a company that has switched its 

listing from any national securities 

exchange on or after the effective date 

of this proposed rule change and listed 

on Nasdaq under Listing Rule IM–5101– 

2 after the company publicly announced 

that it entered into a binding agreement 

for a business combination and that 

subsequently satisfies the conditions in 

Listing Rule IM–5101–2(b) and lists on 

the Global or Global Select Market in 

conjunction with that business 

combination will be an Eligible Switch 

and will be entitled to a Service 

Package, as described above.18 This is 

an expansion from the current 

definition of ‘‘Eligible Switch,’’ which 

only includes companies that have 

switched their listings from NYSE.19

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of 

section 6 of the Act.20 In particular, the 

Commission finds that the proposed 

rule change is consistent with sections 

6(b)(4) and (5) of the Act,21 in that it is 

designed to provide for the equitable 

allocation of reasonable dues, fees, and 

other charges among Exchange 

members, issuers, and other persons 

using the Exchange’s facilities, and, in 

general, to protect investors and the 

public interest, and is not designed to 

permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

In addition, the Commission finds that 

the proposed rule change is consistent 

with section 6(b)(8) of the Act,22 in that 

it does not impose any burden on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

Nasdaq is responding to competitive 

pressures in the market for listings in 

making this proposal. Nasdaq states that 

it faces competition in the market for 

listing services, and competes, in part, 

by offering valuable services to 

companies, including complimentary 

services.23 According to Nasdaq, the 

modified complimentary service 

packages will increase the value of such 

packages to the companies affected by 

this proposal because one Annual 

Perception Study will be provided in 

addition to four years of Stock 

Surveillance and/or Global Targeting, 

whereas currently some companies may 

choose the higher-valued four years of 

Stock Surveillance and/or Global 

Targeting without benefiting from any 

Annual Perception Study.24 Nasdaq also 

states these changes will streamline the 

offering of services to new Eligible 

Switches and that new Eligible Switches 

with a market capitalization of $750 

million or more, generally, would 

benefit from an Annual Perception 

Study that leverages extensive capital 

markets relationships and benchmark 

data, amplifying the companies’ efforts 

to elevate their story, enhance 

stakeholder engagement, identify risk, 

and attract new capital.25

The Commission finds that it is 

consistent with the Act to modify the 

packages of complimentary services 

offered to Eligible Switches with a 

market capitalization of $750 million or 

more that list on or after the effective 

date of this proposed rule change as 

described herein. As Nasdaq states, the 

proposed modifications relate to how 

Market Advisory Tools are provided and 

would likely increase the value of 

complimentary services packages to the 

companies affected by this proposal.26

The Commission finds that this is 

reasonable and consistent with section 

6(b)(5) of the Act.27 In addition, the 

Commission finds that the proposed 

rule change reflects the current 

competitive environment for exchange 

listings among national securities 

exchanges and is consistent with section 

6(b)(8) of the Act.28

As stated in the Commission’s 

previous order approving Listing Rule 

IM–5900–7, section 6(b)(5) of the Act 29

does not require that all issuers be 

treated the same; rather, the Act requires 

that the rules of an exchange not 

unfairly discriminate between issuers.30

The Commission has previously found 

that it is reasonable for Nasdaq to 

provide different services to tiers based 

on market capitalization since larger 

capitalized companies generally will 

need and use more services.31 In 

addition, describing the services 

available to listing companies and their 

associated values, as well as the length 

of time companies are entitled to receive 

such services, in the Exchange’s rules 

will ensure that individual listed 

companies are not given specially 

negotiated packages or services to list or 

remain listed that would raise unfair 

discrimination issues under section 

6(b)(5) of the Act.32 The Commission 

also previously found that the package 

of complimentary services offered to 

Eligible Switches is equitably allocated 

among issuers consistent with section 

6(b)(4) of the Act and that describing the 

values of the services adds greater 

transparency to the Exchange’s rules 

and to the fees applicable to such 

rules.33 Further, Nasdaq states it is not 

unfairly discriminatory to offer different 

services based on a company’s market 

capitalization given that larger 

companies generally will need more and 

different Market Advisory Tools, and 

that those issuers will likely bring 


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Federal Register / Vol. 90, No. 22 / Tuesday, February 4, 2025 / Notices 8959 

34See Notice, supra note 3, at 87916. 

35 15 U.S.C. 78f(b)(5). 

36 15 U.S.C. 78f(b)(4). 

37See 2011 Approval Order, supra note 30, at 

79265. 

38See Notice, supra note 3, at 87917. 

39 15 U.S.C. 78f(b)(5) and (8). 

40 15 U.S.C. 78f(b)(4). 

41 15 U.S.C. 78s(b)(2). 42 17 CFR 200.30–3(a)(12). 

greater future value to Nasdaq than will 

other issuers with lower market 

capitalizations by switching to its 

market.34 Based on the foregoing, the 

Commission finds that the proposal to 

modify the packages of complimentary 

services offered to Eligible Switches 

with a market capitalization of $750 

million or more that list on or after the 

effective date of this proposed rule 

change does not unfairly discriminate 

among issuers and therefore is 

consistent with section 6(b)(5) of the 

Act.35 For similar reasons, the 

Commission finds that, with the 

proposed changes to the provision of 

Market Advisory Tools, the packages of 

complimentary services are equitably 

allocated among issuers consistent with 

section 6(b)(4) of the Act.36

The Commission also finds that it is 

consistent with the Act for Nasdaq to 

modify the definition of an Eligible 

Switch in Listing Rule IM–5900–7(a)(2) 

to include companies switching their 

listing not only from the NYSE, as 

currently provided, but also from any 

other national securities exchange. In 

Nasdaq’s 2011 proposal to limit Eligible 

Switches only to companies switching 

their listing from the NYSE, Nasdaq 

stated that those listings would bring 

greater future value to Nasdaq.37 In the 

instant filing, Nasdaq states that 

expanding the definition of Eligible 

Switch to including listings from any 

national securities exchange is designed 

to increase competition with other 

national securities exchanges.38 The 

Commission finds that this aspect of the 

proposed change also does not unfairly 

discriminate among issuers and reflects 

the current competitive environment for 

exchange listings among national 

securities exchanges and is therefore 

consistent with sections 6(b)(5) and 

6(b)(8) of the Act.39 For similar reasons, 

the Commission finds that expanding 

the definition of ‘‘Eligible Switch’’ as 

proposed would allow complimentary 

services packages to remain equitably 

allocated among issuers consistent with 

section 6(b)(4) of the Act.40

IV. Conclusion 

It is therefore ordered, pursuant to 

section 19(b)(2) of the Act,41 that the 

proposed rule change (SR–NASDAQ– 

2024–059) be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.42

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02150 Filed 2–3–25; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[OMB Control No. 3235–0787] 

Proposed Collection; Comment 

Request; Extension: Generic 

Clearance for Feedback to the SEC’s 

Office of the Advocate for Small 

Business Capital Formation 

Upon Written Request Copies Available 

From: U.S. Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

The Commission’s Office of the 

Advocate for Small Business Capital 

Formation (‘‘Office’’ or ‘‘OASB’’) seeks 

to collect feedback from small 

businesses and their investors to 

understand better the population that it 

is serving and their role in the small 

business ecosystem. The proposed 

collection of information will help 

ensure that the Office’s outreach efforts 

and communication materials and other 

program initiatives are effective and 

responsive to customer needs. More 

specifically, the Office will seek the 

following four categories of information: 

(i) Demographic information about 

program participants, (ii) feedback on 

the Office’s outreach and educational 

materials, (iii) capital formation-related 

questions, and (iv) issues and challenges 

faced by small businesses and their 

investors. This feedback will allow the 

Office to tailor its outreach efforts and 

communication materials to serve its 

customers more effectively. Collecting 

feedback will also allow the Office to 

understand better its target audience 

and improve outreach events and 

educational materials by optimizing 

their content and delivery, while 

strategizing how best to deploy the 

Office’s resources to address issues and 

challenges faced by its customers. 

Feedback collected under this generic 

clearance will provide useful 

information, but it will not yield data 

that can be generalized to the overall 

population. This type of generic 

clearance for information will not be 

used for quantitative information 

collections that are designed to yield 

reliably actionable results, such as 

monitoring trends over time or 

documenting program performance. 

These are the estimates for the next 

three years for the expected annual 

number of (i) activities: 30; (ii) 

respondents: 10,000; (iii) responses: 

10,000; (iv) frequency of response: once 

per request; (v) average minutes per 

response: 5; and (vi) burden hours: 833. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Office, including whether the 

information shall have practical utility; 

(b) the accuracy of the estimates of the 

burden of the proposed collection of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information to be collected; and (d) 

ways to minimize the burden of the 

collection of 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 April 7, 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 OMB 

control number. 

Please direct your written comments 

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: January 29, 2025. 

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2025–02164 Filed 2–3–25; 8:45 am] 

BILLING CODE 8011–01–P 


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