Notice2025-22722
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify Entry and All-Inclusive Annual Fees for Certain Companies
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
December 15, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 238 (Monday, December 15, 2025)</title>
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[Federal Register Volume 90, Number 238 (Monday, December 15, 2025)]
[Notices]
[Pages 58072-58075]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-22722]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104355; File No. SR-NASDAQ-2025-099]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Modify Entry and All-Inclusive Annual Fees for Certain Companies
December 10, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on December 2, 2025, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III, below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to modify entry and all-inclusive annual fees
for certain companies, as described below. While changes proposed
herein are effective upon filing, the Exchange has designated the
proposed amendments to be operative on January 1, 2026.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings">https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings</a>, and at the principal office of the Exchange.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of 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
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to (i) modify the entry
fee for a Company that first lists a class of equity securities on the
Nasdaq Global or Global Select Market; and (ii) modify the Exchange's
all-inclusive annual listing fees for certain domestic and foreign
companies listing equity securities on the Nasdaq Global Select, Global
and Capital Markets.\3\
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\3\ The Exchange initially filed the proposed pricing change on
November 20, 2025 (SR-NASDAQ-2025-091). On December 2, 2025, the
Exchange withdrew that filing and replaced it with SR-NASDAQ-2025-
099.
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All revised fees will be applied in the same manner to all issuers
and the changes will not disproportionately affect any specific
category of issuers. While these changes are effective upon filing,
Nasdaq has designated the proposed amendments to be operative on
January 1, 2026.
Entry Fees on the Nasdaq Global Market
Currently, Nasdaq charges companies listing pursuant to Rule
5910(a)(1)(A)(i) a $295,000 entry fee the first time the company lists
a class of its securities (not otherwise identified in the Rule 5900
Series) on the Nasdaq Global and Global Select Market. Nasdaq is
proposing to increase the entry fee for these companies from $295,000
to $325,000 to better align its fees with the value of a listing to
issuers and to reflect costs in servicing these listings, such as from
the ongoing remodeling of a portion of Nasdaq's New York Headquarters
used for company events, including market opening and closing bells,
conducting the required associated regulatory oversight, and Nasdaq's
advocacy efforts on behalf of the public company model. In establishing
these fee changes Nasdaq also considered the competitive atmosphere in
which the Exchange operates.
Nasdaq does not propose to increase the minimum entry fees
described in Rule 5910(a) charged for additional classes of equity
securities, Acquisition Companies, Closed-End Funds, and any class of
rights.\4\ The Exchange believes that the benefits issuers receive in
connection with those listings are consistent with the current fee
levels. Further, issuers of those types of listings are not generally
entitled to the types of services provided and resources offered in
connection with a primary equity security listing. As such, the
Exchange has not incurred the same level of cost increases associated
with them.
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\4\ Nasdaq also is not proposing to amend the Entry Fees on the
Nasdaq Capital Market.
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While the new entry fees are effective upon filing and Nasdaq has
proposed that they be operative on January 1, 2026, Nasdaq will offer a
short period for any company that applies before January 1, 2026, to
complete the listing process and list under the current fee schedule.
Specifically, any company that submits its application to Nasdaq before
January 1, 2026, and lists before February 15, 2026, would be subject
to fees under the existing fee schedule. Nasdaq believes that it is
appropriate to continue to apply the prior fee schedule for these
companies because they will be substantially far along in the process
of going public at the time of this filing and may have made decisions
based on that fee schedule.
All-Inclusive Annual Listing Fees
Currently, for companies listed on the Capital Market, other than
Acquisition Companies (i.e., companies whose business plan is to
complete an initial public offering and engage in a merger or
acquisition with one or more unidentified companies within a specific
period of time, as described in IM-5101-2), ADRs, Closed-end Funds and
Limited Partnerships, the all-inclusive annual fee described in Listing
Rule 5920 ranges from $53,000 to $86,000; for Acquisition Companies
listing on the Capital Market the all-inclusive annual fee is $85,000;
for ADRs listed on the Capital Market the all-inclusive annual fee
ranges from $53,000 to $63,500; and for Limited Partnerships listed on
the Capital Market the all-inclusive annual fee ranges from $36,500 to
$44,500. On the Global and Global Select Markets, the all-inclusive
annual fee described in Listing Rule 5910 for companies other than
Acquisition Companies, ADRs, Closed-end Funds and Limited Partnerships
ranges from $56,000 to $193,000; for Acquisition Companies on the
Global and Global Select Markets the all-inclusive annual fee is
$85,000; for ADRs the all-inclusive annual fee ranges from $56,000 to
$100,500; and for Limited Partnerships the all-inclusive annual fee
ranges from $44,500 to $91,500. On the Global Market, the all-inclusive
annual fee described in Listing Rule 5930 for SEEDS and Other
Securities ranges from $16,000 to $31,500.\5\ The all-inclusive
[[Page 58073]]
annual fee for Closed-end Funds listed on any market tier ranges from
$36,500 to $118,000. In each case, except for Acquisition Companies, a
company's all-inclusive annual fee is based on its total shares
outstanding.\6\
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\5\ Rule 5940 sets forth the all-inclusive annual listing fees
applicable to Exchange Traded Products that are listed on the Nasdaq
Global Market. Nasdaq is not proposing to amend this rule.
\6\ REITs are subject to the same fee schedule as other equity
securities; however, for the purpose of determining the total shares
outstanding, shares outstanding of all members in a REIT Family
listed on the same Nasdaq market tier may be aggregated. See Listing
Rules 5910(b)(2)(A) and 5920(b)(2)(A). Similarly, for the purpose of
determining the total shares outstanding, fund sponsors may
aggregate shares outstanding of all Closed-End Funds in the same
fund family listed on the Nasdaq Global Market or the Nasdaq Capital
Market. See Listing Rules 5910(b)(2)(C) and 5920(b)(2)(C).
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Nasdaq proposes to amend the all-inclusive annual fee for certain
domestic and foreign companies listing equity securities on the Nasdaq
Global Select, Global and Capital Markets to the following amounts,\7\
effective January 1, 2026:
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\7\ In establishing the fee changes described in this rule
filing, Nasdaq considered various factors that distinguish
companies, including market tier, shares outstanding, and security
type, as well as pricing for similar securities on other national
securities exchanges. Nasdaq's also intends over time to transition
to a fee structure whereby the all-inclusive annual fee is
calculated on a per-share basis (subject to a minimum and maximum
fee), instead of one based on tiers. In setting the proposed fees
Nasdaq therefore also considered, in part, the resulting per-share
fee range of companies in the current tiers and attempted to
minimize the eventual impact of any future change to a per-share
fee. As a result of this, and the other factors noted above, some
tiers will have a higher percentage increase than other tiers.
Nasdaq believes that the ever-shifting market share among the
exchanges with respect to new listings and the transfer of existing
listings between competitor exchanges demonstrates that issuers can
choose different listing markets in response to fee changes.
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Global/Global Select Markets
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\8\ Rule 5930 sets forth the all-inclusive annual listing fees
applicable to SEEDS and Other Securities qualified under Rule 5715
or 5730 for listing on the Nasdaq Global Market.
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Annual fee
Total shares Total shares before the Annual fee
outstanding outstanding proposed effective
change January 1, 2026
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Equity securities other than, in Up to 10 million Up to 10 million $56,000 $59,500
part, Acquisition Companies, ADRs, shares. shares. 70,000 72,500
Closed-end Funds and Limited 10+ to 50 million 10+ to 50 million 86,000 86,500
Partnerships. shares. shares. 115,000 116,000
50+ to 75 million 50+ to 75 million 143,000 144,000
shares. shares. 164,000 170,000
75+ to 100 million 75+ to 100 million 193,000 199,000
shares. shares.
100+ to 125 million 100+ to 125 million
shares. shares.
125+ to 150 million 125+ to 150 million
shares. shares.
Over 150 million Over 150 million
shares. shares.
ADRs............................... Up to 10 million ADRs Up to 10 million ADRs 56,000 59,500
and other listed and other listed
equity securities. equity securities.
10+ to 50 million ADRs 10+ to 50 million 63,500 66,000
and other listed ADRs and other
equity securities. listed equity
securities.
50+ to 75 million ADRs 50+ to 75 million 75,500 78,500
and other listed ADRs and other
equity securities. listed equity
securities.
Over 75 million ADRs Over 75 million ADRs 100,500 104,500
and other listed and other listed
equity securities. equity securities.
Closed-end Funds................... Up to 50 million Up to 50 million 36,500 38,000
shares. shares.
50+ to 100 million 50+ to 100 million 59,500 61,500
shares. shares.
100+ to 250 million 100+ to 250 million 88,500 91,500
shares. shares.
Over 250 million Over 250 million 118,000 122,000
shares. shares.
Limited Partnerships............... Up to 75 million Up to 75 million 44,500 46,000
shares. shares.
75+ to 100 million 75+ to 100 million 59,500 61,500
shares. shares.
100+ to 125 million 100+ to 125 million 73,000 75,500
shares. shares.
125+ to 150 million 125+ to 150 million 79,500 82,000
shares. shares.
Over 150 million Over 150 million 91,500 94,500
shares. shares.
SEEDS and Other Securities \8\..... Up to 5 million shares Up to 5 million 16,000 16,500
shares.
5+ to 10 million 5+ to 10 million 18,500 19,500
shares. shares.
10+ to 25 million 10+ to 25 million 21,000 22,000
shares. shares.
25+ to 50 million 25+ to 50 million 24,000 25,000
shares. shares.
Over 50 million shares Over 50 million 31,500 32,500
shares.
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Capital Market
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Annual fee
before the Annual fee
Total shares outstanding proposed effective
change January 1, 2026
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Equity securities other than Acquisition Up to 10 million shares.......... $53,000 $56,000
Companies, ADRs, Closed-end Funds and Limited 10+ to 50 million shares......... 70,000 72,500
Partnerships. Over 50 million shares........... 86,000 86,500
ADRs........................................... Up to 10 million ADRs and other 53,000 56,000
listed equity securities.
Over 10 million ADRs and other 63,500 66,000
listed equity securities.
Closed-end Funds............................... Up to 50 million shares.......... 36,500 38,000
50+ to 100 million shares........ 59,500 61,500
100+ to 250 million shares....... 88,500 91,500
Over 250 million shares.......... 118,000 122,000
Limited Partnerships........................... Up to 75 million shares.......... 36,500 38,000
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Over 75 million shares........... 44,500 46,000
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Finally, Nasdaq proposes to update amounts in examples in Listing
Rules 5910(b)(3)(D) and 5920(b)(3)(D), clarifying the application of
the rules for companies transferring between Nasdaq tiers, to align the
fee amounts with the fees applicable in year 2026.
Nasdaq proposes to make the aforementioned fee increases to better
reflect the Exchange's costs related to listing equity securities, such
as from the ongoing remodeling of a portion of the New York
Headquarters used for company events, including market opening and
closing bells, conducting the required associated regulatory oversight,
and Nasdaq's advocacy efforts on behalf of listed companies, and the
corresponding value of such listing to companies. In establishing these
fee changes Nasdaq also considered the competitive atmosphere in which
the Exchange operates.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\9\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\10\ in particular, in that it provides
for the equitable allocation of reasonable dues, fees and other charges
among members and issuers and other persons using any facility, and is
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(4) and (5).
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As a preliminary matter, Nasdaq notes that the Exchange operates in
a highly competitive marketplace for the listing of companies.\11\ The
Commission has repeatedly expressed its preference for competition over
regulatory intervention in determining prices, products, and services
in the securities markets. The Exchange believes that the ever-shifting
market share among exchanges with respect to new listings and the
transfer of existing listings between competitor exchanges demonstrates
that issuers can choose different listing markets in response to fee
changes. Moreover, new competitors can enter the space, including
existing exchanges without listing programs.\12\ Accordingly,
competitive forces constrain the Exchange's listing fees and changes to
the listing fees can have a direct effect on the ability of Nasdaq to
compete for new listings and retain existing listings.
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\11\ The Justice Department has noted the intense competitive
environment for exchange listings. See ``NASDAQ OMX Group Inc. and
Intercontinental Exchange Inc. Abandon Their Proposed Acquisition Of
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16,
2011), available at <a href="http://www.justice.gov/atr/public/press_releases/2011/271214.htm">http://www.justice.gov/atr/public/press_releases/2011/271214.htm</a>.
\12\ In that regard, Nasdaq notes that CBOE BZX has announced a
new listing offering. See ``Cboe Launches New Global Listing
Offering for Companies and ETFs of the Purpose-Driven Innovation
Economy'' (June 2, 2023), available at <a href="https://ir.cboe.com/news/news-details/2023/Cboe-Launches-New-Global-Listing-Offering-for-Companies-and-ETFs-of-the-Purpose-Driven-Innovation-Economy-06-02-2023/default.aspx">https://ir.cboe.com/news/news-details/2023/Cboe-Launches-New-Global-Listing-Offering-for-Companies-and-ETFs-of-the-Purpose-Driven-Innovation-Economy-06-02-2023/default.aspx</a>.
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Entry Fees on the Nasdaq Global Market
Nasdaq believes that the modification of the entry fees on the
Nasdaq Global and Global Select Markets represents a reasonable attempt
to address the Exchange's increased costs in servicing these listings
and conducting the required associated regulatory oversight while also
considering competitive dynamics and continuing to attract new
listings. Nasdaq proposes to make the aforementioned fee change to
better reflect the value of such listing to companies. While newly
listing companies would pay a higher initial listing fee under the
proposed fee than under the current rule, the Exchange believes that
this increase is not unfairly discriminatory, as the resources the
Exchange expends in connection with the initial listing of those
companies are consistent with the proposed fees. Nasdaq does not
propose to increase the entry fees described in Rule 5910(a) charged
for additional classes of equity securities, Acquisition Companies,
Closed-End Funds, and any class of rights. The Exchange believes that
the benefits issuers receive in connection with those listings are
consistent with the current fee levels, as those types of listings do
not generally entitle issuers to the types of services provided in
connection with a primary common or preferred stock listing of an
operating company and the Exchange has therefore not incurred the same
level of cost increase associated with them. As such, Nasdaq does not
think it is unfairly discriminatory to increase the entry fees only for
operating companies listing their primary equity security.
Nasdaq also does not believe it is unfairly discriminatory to allow
companies that apply to list before January 1, 2026, and list before
February 15, 2026, to pay the existing fee schedule. These companies
will be substantially far along in the process of going public at the
time of this filing and may have made decisions based on the existing
fee schedule.
All-Inclusive Annual Listing Fees
Nasdaq believes that the proposed amendments to Listing Rules
5910(b)(2), 5920(b)(2), and 5930 to increase the all-inclusive annual
listing fees as set forth above are reasonable because of the increased
costs incurred by Nasdaq, including due to price inflation. In that
regard, the Exchange notes that its general costs to support listed
companies and conduct the required associated regulatory oversight have
increased. The Exchange also continues to expand and improve the
services it provides to listed companies, the technology to deliver
those services and the customer experience at the Nasdaq MarketSite.
These improvements include the remodeling and expansion of a portion of
Nasdaq's New York Headquarters used for company events, including
market opening and closing bells, and the investment in technology to
support ongoing trading. Nasdaq also continued its advocacy efforts on
behalf of listed companies.\13\
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\13\ See e.g., Advancing the U.S. Public Markets: Unlocking
Capital Formation for a Stronger American Economy, available at
<a href="https://www.nasdaq.com/Elevate">https://www.nasdaq.com/Elevate</a>.
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The Exchange also believes that the proposed amendments to the
annual fees for equity securities are equitable because they do not
change the existing framework for such fees, but simply increase the
amount of certain of the fees to reflect increases in operating costs
and the perceived value of a listing, including as a result of Nasdaq's
advocacy efforts on behalf of listed companies.\14\ Similarly, as the
fee structure remains effectively unchanged apart from increases in the
rates paid by certain issuers, as described above, the changes to
annual fees for equity securities neither target nor will they have a
disparate impact on any
[[Page 58075]]
particular category of issuer of equity securities.
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\14\ See also footnote 7, above.
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The Exchange believes that the proposal to increase annual fees is
not unfairly discriminatory because Nasdaq will maintain the current
fee structure, based on shares outstanding, except for fees applicable
to Acquisition Companies as described above, and the same fee schedule
will apply to all such issuers. While the Exchange does not propose at
this time to increase the minimum annual fees charged for securities
covered by Rule 5935 (setting forth the all-inclusive annual listing
fees applicable to Non-Convertible Bonds) and Rule 5940 (setting forth
the all-inclusive annual listing fees applicable to Exchange Traded
Products), the Exchange believes that this is not unfairly
discriminatory because the benefits the issuers of those other types of
securities receive in connection with their listings are consistent
with the current fee levels paid by those issuers. Pricing for similar
securities on other national securities exchanges was also considered,
and Nasdaq believes that a proposed all-inclusive annual listing fee is
reasonable given the competitive landscape.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The market for listing services
is extremely competitive and listed companies may freely choose
alternative venues, both within the U.S. and internationally. For this
reason, Nasdaq does not believe that the proposed rule change will
result in any burden on competition for listings. The Exchange also
does not believe that the proposed rule change will have any meaningful
impact on competition among listed companies because all similarly
situated companies will be charged the same fee.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\15\
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\15\ 15 U.S.C. 78s(b)(3)(A)(ii).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is: (i)
necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#681a1d040d450b0705050d061c1b281b0d0b460f071e"><span class="__cf_email__" data-cfemail="e597908980c8868a8888808b9196a5968086cb828a93">[email protected]</span></a>. Please include
file number SR-NASDAQ-2025-099 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-NASDAQ-2025-099. 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 filing will be available for inspection and
copying at the principal office of the Exchange. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection. All submissions
should refer to file number SR-NASDAQ-2025-099 and should be submitted
on or before January 5, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
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\16\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-22722 Filed 12-12-25; 8:45 am]
BILLING CODE 8011-01-P
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