Notice2025-23530
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Sections 902.03 and 907.00 of the NYSE Listed Company Manual
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 22, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 243 (Monday, December 22, 2025)</title>
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[Federal Register Volume 90, Number 243 (Monday, December 22, 2025)]
[Notices]
[Pages 59880-59882]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23530]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104436; File No. SR-NYSE-2025-45]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Sections 902.03 and 907.00 of the NYSE Listed Company Manual
December 17, 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 December 11, 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 (i) amend Section 902.03 of the NYSE
Listed Company Manual (the ``Manual') to amend certain of its annual
fees charged to listed issuers of equity securities, and (ii) amend
Section 907.00 of the Manual to update the value of certain products
and services provided to issuers and delete obsolete rule text. The
proposed rule change is available on the Exchange's website at
<a href="http://www.nyse.com">www.nyse.com</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 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 certain of its annual fees charged
to listed issuers as set forth in Sections 902.03 of the Manual. The
proposed changes will take effect from the beginning of the calendar
year commencing on January 1, 2026.
The Exchange currently charges an annual fee of $0.001285 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
$0.001285 per share to $0.001310 per share.
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 $82,000 per year. The Exchange proposes to increase
the minimum fee for such securities from $82,000 per year to $84,000
per year.
The proposed increase in (i) the per share rates for annual fees,
and (ii) the minimum annual fee for a primary class
[[Page 59881]]
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. In 2025, the Exchange increased its educational
programming for listed companies and improved conference space at the
Exchange that can be utilized by listed companies for corporate events.
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.
Section 907.00 of the Manual sets forth the suite of services that
the Exchange provides to certain issuers that meet specified
eligibility requirements. With respect to each service, Section 907.00
designates an approximate annual value. The Exchange proposes to update
the approximate values of each service to better reflect the current
cost. In addition, the Exchange proposes to update the total value of
services available to Tier One and Tier A issuers. In this regard, the
Exchange notes that it last updated the value of these services in 2022
and its proposed change is simply to reflect the current cost of such
services that have increased in recent years due to inflationary
considerations. The Exchange does not propose any changes to the actual
package of services available to issuers.
Lastly, Section 907.00 contains outdated rule text that was in
effect prior to the Commission's approval of SR-NYSE-2021-68 in
2022.\4\ The Exchange proposes to delete this obsolete rule text.
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\4\ Securities Exchange Act Release No. 34-94222 (February 10,
2022) 87 FR 8886 (February 16, 2022).
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\5\ in general, and furthers the
objectives of Section 6(b)(4) \6\ 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,\7\ 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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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(4).
\7\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to (i) amend
Section 902.03 of the Manual to amend certain of its annual fees
charged to listed issuers of equity securities, and (ii) amend Section
907.00 of the Manual to update the value of certain products and
services provided to issuers and delete obsolete rule text. The
Exchange proposes to make these changes because of the increased costs
incurred by the Exchange since it established the current rates and the
more accurately reflect the cost of certain products and services
provided to issuers.
The Proposed Changes Are Reasonable
The Exchange believes that the proposed changes to 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 it is reasonable to update the approximate
value of products and services offered to certain issuers. The Exchange
notes that it has not updated the costs of these services in three
years and the approximate cost has increased over time due to price
inflation.
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,\8\ 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.'' \9\
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\8\ Securities Exchange Act Release No. 34-51808 (June 9, 2005);
70 FR 37496 (June 29, 2005) (``Regulation NMS'').
\9\ 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 and the transfer of existing
listings between competitor exchanges demonstrates that issuers can
choose different listing markets in response to fee changes.
Accordingly, competitive forces constrain exchange listing fees. Stated
otherwise, changes to exchange listing fees can have a direct effect on
the ability of an exchange to compete for new listings and retain
existing listings.
Given this competitive environment, the adoption of the proposed
increase to the 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 Proposal Is an Equitable Allocation of Fees
The Exchange believes its proposal equitably allocates its fees
among its market participants.
The Exchange believes that the proposed amendments to the annual
fees for equity securities are equitable because they do not change the
existing framework for such fees, but simply increase the amount of the
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 annual fees for equity securities neither
target nor will they have a disparate impact on any particular category
of issuer.
The proposed changes to Section 907.00 to update the value of
products and services simply reflect the current cost of providing
these services. The Exchange does not propose to amend the actual suite
of available services or the eligibility criteria to benefit from such
services.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory.
[[Page 59882]]
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. 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. The proposed
updates to the value of products and services available to certain
issuers is similarly no discriminatory because the change is simply to
reflect the current cost of such services and the Exchange is not
proposing to amend its eligibility criteria.
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,\10\ and Rule 19b-
4(f)(2) thereunder \11\ 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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\10\ 15 U.S.C. 78s(b)(3)(A)(ii).
\11\ 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#1c6e697079317f7371717972686f5c6f797f327b736a"><span class="__cf_email__" data-cfemail="f684839a93db95999b9b93988285b6859395d8919980">[email protected]</span></a>. Please include
file number SR-NYSE-2025-45 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-2025-45. 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-NYSE-2025-45 and should be submitted on
or before January 12, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23530 Filed 12-19-25; 8:45 am]
BILLING CODE 8011-01-P
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