Notice2025-05963
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Section 902.03 of the NYSE Listed Company Manual To Specify That During Its First Five Years of Listing a Class of Common Equity on the Exchange an Issuer Will Only Be Subject to Initial and Annual Listing Fees for Its Primary Class of Equity Securities
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
April 8, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 66 (Tuesday, April 8, 2025)</title>
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[Federal Register Volume 90, Number 66 (Tuesday, April 8, 2025)]
[Notices]
[Pages 15186-15189]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-05963]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102759; File No. SR-NYSE-2025-11]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Section 902.03 of the NYSE Listed Company Manual To Specify That
During Its First Five Years of Listing a Class of Common Equity on the
Exchange an Issuer Will Only Be Subject to Initial and Annual Listing
Fees for Its Primary Class of Equity Securities
April 2, 2025.
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 March 28, 2025, 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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 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 amend Section 902.03 of the NYSE Listed
Company Manual (the ``Manual'') to specify that during its first five
years of listing a class of common equity on the Exchange, an issuer
will (i) only be subject to initial and annual listing fees for its
primary class of equity securities, and (ii) will be exempt from all
other listing fees, including fees for (a) the listing of additional
shares of the primary class of equity securities, (b) the listing of an
additional class of common stock, preferred stock, warrants or rights,
(c) the listing of securities convertible into or exchangeable or
exercisable for additional securities of a listed class, (d)
applications in connection with a Technical Original Listing \4\ or
reverse stock split, or (e) applications for changes involve
modification to Exchange records or in relation to a poison pill. The
proposed rule change is available on the Exchange's website at
<a href="http://www.nyse.com">www.nyse.com</a>, at the principal office of the Exchange, and at the
Commission's Public Reference Room.
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\4\ See Section 703.10 of the Manual.
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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
Issuers that list equity securities on the Exchange are subject to
two primary types of fees: listing fees and annual fees. Listing fees
are charged both at the time a primary class of securities is initially
listed on the Exchange (the ``Initial Listing Fee''), and in connection
with the subsequent listing of additional shares of such class (the
``Additional Listing Fee'').\5\ Annual fees are calculated based on the
number of shares issued and outstanding (including treasury stock and
restricted stock) and are billed at the beginning of each calendar year
that an issuer is listed on the Exchange (the ``Annual Listing
Fee'').\6\ Less frequently, issuers are subject to fees for (i) listing
of an additional class of common stock,\7\ preferred stock, warrants or
rights,\8\ (ii) securities convertible into or exchangeable or
exercisable for additional securities of a listed class,\9\ (iii)
applications in connection with a Technical Original Listing \10\ or
reverse stock split,\11\ or (iv) applications for changes that involve
modification to Exchange records or in relation to a poison pill \12\
(the foregoing fees identified in clauses (i)-(iv), collectively, the
``Alternative Listing Fees'').
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\5\ See Section 902.03 of the Manual. The initial listing fee at
the time an issuer first lists a class of common shares is $325,000.
The fee for listing additional shares of a listed class is charged
on per share basis at a tiered rate based on the number of
securities outstanding, subject to a minimum fee of $10,000.
\6\ In an issuer's first year of listing, a pro-rated Annual Fee
is charged at the time of initial listing.
\7\ See Section 902.03 of the Manual under ``Listing Fees.'' The
listing fee for an additional class of common shares is charged at a
flat rate of $5,000.
\8\ See Section 902.03 of the Manual under ``Listing Fees.'' The
listing fee for such securities is currently charged at a rate of
$0.004 per share.
\9\ See Section 902.03 of the Manual under ``Listing Fees,
Limitations on Listing Fees.'' The supplemental listing application
fee for such listing is $10,000.
\10\ See Section 703.10 of the Manual.
\11\ See Section 902.03 of the Manual under ``Listing Fees,
Limitations on Listing Fees.'' The application fee for such listing
is $15,000.
\12\ Id. Such application fee is $10,000.
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Effective, April 1, 2025, the Exchange proposes to amend Section
902.03 of the Manual to provide an exemption from certain fees to
issuers during their first five years of listing on the Exchange. Under
the proposal, from the date of initial listing until the fifth
anniversary thereof, an issuer that lists a primary class of equity
securities on the Exchange will only be subject to the Initial Listing
Fee and Annual Listing Fee (such Annual Fee calculated on an adjusted
basis for any subsequent issuance or corporate action), in each case
for such class of primary equity securities and will be exempt from any
Additional Listing Fee or Alternative Listing Fee. For the avoidance of
doubt, an issuer that does not have a class of common equity securities
listed (ex. an issuer that lists only preferred stock) would continue
to be subject to fees as set forth in the Manual.\13\ In addition,
notwithstanding that an issuer may be entitled to the proposed
exemption, such issuer would remain subject to the listing fees
specified in Sections 902.05, 902.06 and 902.08 of the Manual, as
applicable.\14\ An issuer that lists a
[[Page 15187]]
primary class of common securities on the Exchange as the result of a
transfer from another national securities exchange would not be
eligible for the proposed fee exemption.\15\
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\13\ Only issuers listing a class of common equity on the
Exchange are subject to the flat Initial Listing Fee. Issuers only
listing a class of preferred stock or bonds are subject to an
initial listing fee that is calculated on a per share basis for
preferred stock and a per series basis for bonds.
\14\ The fee schedule in Section 902.03 applies to common and
preferred equity securities of U.S. issuers and foreign private
issuers. Other types of issuers and classes of securities are
subject to the fee schedules contained in other sections of the
Manual. Section 902.05 sets forth fees for structured products.
Section 902.06 sets forth fees for short-term securities. Section
902.08 sets forth fees for debt securities and listed structured
products that trade on the NYSE Bonds platform. Structured products,
short-term securities and debt securities and listed structured
products that trade on the NYSE Bonds Platform represent separate
classes of securities, distinct from a company's class of equity
securities. Because of the different nature of these securities and
because not every listed company also lists a class of securities
falling under one of these rules, the Exchange believes it is
appropriate to exclude them from the proposed exemption. Similarly,
Sections 902.04, 902.07 and 902.09-902.12 contain the fee schedules
for different types of issuers (including closed-end funds and
special purpose acquisition companies). Because those issuers are
not subject to the fees that are the subject of the proposed
exemption, the Exchange does not propose to apply the exemption to
them.
\15\ An issuer that transfers to the Exchange from another
national securities exchange does not pay an Initial Listing Fee.
See Section 902.02 of the Manual.
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The Exchange proposes to adopt the proposed exemption to give
issuers greater predictability with respect to the fees that they will
incur in the first years of listing and to mitigate the costs of
initially listing on the Exchange.\16\ The Initial Listing Fee is
charged as of the date that an issuer first lists a primary class of
equity securities on the Exchange. The Annual Listing Fee for such
primary class of equity securities is billed at the beginning of each
subsequent year that a company remains listed on the Exchange.\17\
Conversely, an Additional Listing Fee is billed at any time during a
calendar year that a company lists additional shares and an Alternative
Listing Fee is billed throughout the year at the time that an issuer
completes a transaction giving rise to such fee. In the early years of
a company's listing on the Exchange, the Exchange believes there is
benefit to a company in anticipating its expenses. Understanding that
it will be subject to a single fee at the time of initial listing and
once each subsequent year will enable companies to better budget and
plan for expenses at a time when they are incurring other expenses
common to newly public companies. The Exchange believes that the
investing public benefits when companies choose to go public and list
their common equity on a national securities exchange. To that end, the
Exchange believes its proposal may encourage more companies to consider
listing their common equity on a national securities exchange by
lessening the financial burden of doing so during the first five years
of listing.
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\16\ Companies typically list a primary class of equity
securities on the Exchange via an initial public offering (``IPO'').
In connection with preparing for their IPO, the Exchange understands
that companies incur substantial initial costs, including for legal
and audit services. In the initial years as a public company, the
Exchange also believes that issuers incur initial start-up costs
related to development of corporate functions like investor
relations in connection with the transition to being a publicly
traded company.
\17\ In an issuer's first year of listing, a pro-rated Annual
Fee is charged at the time of initial listing.
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Under the proposal, a company would benefit from the fee exemption
from the date it first lists a class of common equity on the Exchange
until the fifth anniversary of such date. The Exchange proposes to
provide the fee exemption to any company that initially listed a class
of common equity on the Exchange on or after April 1, 2021. For those
companies that listed on or after April 1, 2021, they would benefit
from the fee exemption for the balance of the five-year period running
from April 1, 2025 to the fifth anniversary of a company's listing. For
example, if an eligible company initially listed on April 1, 2021, such
company would receive the benefit of the proposed exemption for one
year until it reached the five-year anniversary of its listing. As of
April 1, 2026, such company would be subject to the Exchange's usual
fee schedule. For the avoidance of doubt, fees paid and incurred prior
to April 1, 2025 will not be altered or refunded.
The Exchange notes that it amended its Initial Listing Fee,
effective January 1, 2022, to adopt a flat Initial Listing Fee of
$295,000, which has subsequently increased over time.\18\ Prior to the
rule change, the Exchange charged a tiered Initial Listing Fee which
resulted in many issuers paying substantially less than the Initial
Listing Fee charged in recent years. For the period from April 1, 2021
to December 31, 2021, while the prior tiered Initial Listing Fee was in
place, the Exchange notes that a majority of new issuers paid the
highest Initial Listing Fee charged under the tiered structure, i.e.,
$295,000. Because the substantial majority of companies that have
listed a class of primary common equity on the Exchange since April 1,
2021 have paid a meaningful Initial Listing Fee of at least $295,000,
the Exchange believes it is appropriate to provide such companies with
the proposed fee exemption.
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\18\ See Securities Exchange Act Release No. 93862 (December 22,
2021), 86 FR 74198 (December 29, 2021) (SR-NYSE-2021-76). Prior to
the 2022 rule change, the Exchange charged a tiered initial listing
fee, based on shares outstanding, ranging from $150,000 to $295,000.
The Initial Listing Fee is currently $325,000.
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The revised annual fees will be applied in the same manner to all
eligible issuers that initially list a class of common equity
securities on the Exchange. In addition, the Exchange does not believe
that the proposed fee exemption will have any negative impact on the
Exchange's ability to fund or perform its regulatory obligations.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\19\ in general, and furthers the
objectives of Section 6(b)(4) \20\ 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,\21\
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.
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\19\ 15 U.S.C. 78f(b).
\20\ 15 U.S.C. 78f(b)(4).
\21\ 15 U.S.C. 78f(b)(5).
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The Proposed Changes Are Reasonable
The Exchange believes that the proposed limited fee exemption is
reasonable. In that regard, the Exchange notes that companies incur a
variety of expenses in connection with going public and during the
first few years of being listed on a national securities exchange. The
Exchange believes there is a benefit to encouraging more companies to
list their common equity on a national securities exchange. Therefore,
the Exchange believes is it reasonable to provide issuers who may be
considering a public listing an additional incentive to do so.
The Exchange operates in a highly competitive marketplace for
listings. 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,\22\ 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.'' \23\
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\22\ Securities Exchange Act Release No. 34-51808 (June 9,
2005); 70 FR 37496 (June 29, 2005) (``Regulation NMS'').
\23\ See Regulation NMS, 70 FR at 37499.
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The Exchange believes that the ever-shifting market share among the
exchanges with respect to new listings
[[Page 15188]]
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
limited fee exemption represents a reasonable attempt to incentivize
companies to list their common securities on the Exchange.
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 it is represents an equitable allocation
of reasonable fees to amend Section 902.03 of the Manual to specify
that during its first five years of listing a class of common equity on
the Exchange, an issuer will (i) only be subject to the Initial Listing
Fee and Annual Listing Fee for its primary class of equity securities,
and (ii) will be exempt from any Additional Listing Fee or Alternative
Listing Fee. As discussed above, the Exchange notes that issuers
initially listing a class of common equity on the Exchange pay a
meaningful Initial Listing Fee. Prior to January 1, 2022, the
Exchange's Initial Listing Fee was charged on a tiered basis,
calculated based on shares outstanding. Since that date, however, the
Exchange has charged a flat Initial Listing Fee that has increased over
time. A majority of companies that listed between April 1, 2021 and
December 31, 2021 paid the highest Initial Listing Fee charged under
the prior tiered structure. Because the substantial majority of
companies that has listed a primary class of common equity on the
Exchange since April 1, 2021 has paid, or will pay, a meaningful
Initial Listing Fee, the Exchange believes it is equitable vis-a-vis
other listed issuers (that in many cases paid a lower Initial Listing
Fee), to provide such newly listed companies with the proposed limited
fee exemption to mitigate some of the costs incurred as a newly public
company.\24\ The Exchange notes that all companies, regardless of
listing date, will remain subject to the Exchange's Initial Listing Fee
and Annual Listing Fee schedule.
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\24\ See, supra, Footnote 16.
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The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. The proposed limited fee exemption is not unfairly
discriminatory among issuers electing to list a primary class of common
equity on the Exchange after April 1, 2025 because all such issuers
will benefit from the proposed fee exemption during their first five
years of listing.
For issuers that listed on or after April 1, 2021 but prior to
April 1, 2025, the Exchange believes it is not unfairly discriminatory
to provide such issuers with the balance of the five-year exemption
running from April 1, 2025 to the fifth anniversary of a company's
listing because it ensures that all recently listed companies (that
listed a primary class of common equity) are eligible for some degree
of fee relief. The Exchange's proposal helps ensure that companies that
may have listed on different dates within a short period of time (i.e.,
just before or after April 1, 2025) are not subject to very disparate
fee treatment. While the Exchange's proposal to offer prorated fee
relief to issuers that listed between April 1, 2021 and April 1, 2025
will result in issuers receiving the exemption for varying periods of
time, the Exchange believes this is not unfairly discriminatory because
the relief is intended to mitigate the costs incurred by newly public
companies. Issuers that listed closer in time to April 1, 2021 have had
more time to develop as a public company and are less likely to need
the proposed fee relief.
Further, the Exchange believes that companies that listed before
April 1, 2021 are less likely to need the fee relief contemplated by
the proposed exemption both because they have had more time to develop
as a public company and because in many cases they paid a meaningfully
smaller Initial Listing Fee than companies that have listed since April
1, 2021. The Exchange amended its Initial Listing Fee effective January
1, 2022 such that any issuer listing after that date has paid a flat
Initial Listing Fee of at least $295,000. Prior to January 1, 2022, the
Exchange charged a tiered Initial Listing Fee which resulted in many
issuers paying substantially less than the Initial Listing Fee charged
in recent years. However, even under the prior tiered structure, a
majority of companies that listed between April 1, 2021 and December
31, 2021 also paid the top fee of $295,000. Therefore, the Exchange
does not believe it is unfairly discriminatory to provide such issuers
with some limited period of fee relief.
The Exchange believes it is not unfairly discriminatory to exclude
companies that transfer the listing of their primary class of common
equity from another national securities exchange from receiving the
limited fee exemption because the purpose of the exemption is to
encourage companies to publicly list their shares for the first time
and any such transfer company is exempt from paying an Initial Listing
Fee to the Exchange. Similarly, other categories of issuers such as
closed-end funds, special purpose acquisition companies, and bond or
preferred-equity only issuers are subject to separate fee schedules and
do not pay the Exchange's meaningful flat Initial Listing Fee and thus
it is not unfairly discriminatory to not provide such issuers with the
proposed fee relief.
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 provide a limited fee exemption to companies initially
listing a class of common equity on the Exchange. 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 limited fee exemption will be available to all issuers
of a primary class of equity securities listing after April 1, 2025 on
the same basis. To the extent that an issuer listed prior to the
proposed April 1, 2025 effective date (but after April 1, 2021), a pro-
rated balance of the fee exemption will be provided from April 1, 2025
to the fifth year anniversary of such issuer's listing. While the
period of pro-ration may vary among issuers, it will directly correlate
to when an issuer first listed on the Exchange and will be applied on
the same terms. For the foregoing reasons,
[[Page 15189]]
the Exchange does not believe that the proposed limited fee exemption
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,\25\ and Rule 19b-
4(f)(2) thereunder,\26\ 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.
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\25\ 15 U.S.C. 78s(b)(3)(A)(ii).
\26\ 17 CFR 240.19b-4.
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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
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#85f7f0e9e0a8e6eae8e8e0ebf1f6c5f6e0e6abe2eaf3"><span class="__cf_email__" data-cfemail="592b2c353c743a3634343c372d2a192a3c3a773e362f">[email protected]</span></a>. Please include
file number SR-NYSE-2025-11 on the subject line.
Paper Comments
<bullet> 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-2025-11. 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 (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). 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-NYSE-2025-11 and should be
submitted on or before April 29, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
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\27\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-05963 Filed 4-7-25; 8:45 am]
BILLING CODE 8011-01-P
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