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

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104355; File No. SR-NASDAQ-2025-099]</DEPDOC> <SUBJECT>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</SUBJECT> <DATE>December 10, 2025.</DATE> Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), <SU>1</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>2</SU> <FTREF/> 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. <FTNT> <SU>1</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>2</SU>  17 CFR 240.19b-4. </FTNT> <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD> 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 <E T="03">https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings,</E> and at the principal office of the Exchange. <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> 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. <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">1. Purpose</HD> 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. <SU>3</SU> <FTREF/> <FTNT> <SU>3</SU>  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. </FTNT> 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. <HD SOURCE="HD3">Entry Fees on the Nasdaq Global Market</HD> 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. <SU>4</SU> <FTREF/> 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. <FTNT> <SU>4</SU>  Nasdaq also is not proposing to amend the Entry Fees on the Nasdaq Capital Market. </FTNT> 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. <HD SOURCE="HD3">All-Inclusive Annual Listing Fees</HD> Currently, for companies listed on the Capital Market, other than Acquisition Companies ( <E T="03">i.e.,</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. <SU>5</SU> <FTREF/> The all-inclusive 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. <SU>6</SU> <FTREF/> <FTNT> <SU>5</SU>  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. </FTNT> <FTNT> <SU>6</SU>  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. <E T="03">See</E> 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. <E T="03">See</E> Listing Rules 5910(b)(2)(C) and 5920(b)(2)(C). </FTNT> 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, <SU>7</SU> <FTREF/> effective January 1, 2026: <FTNT> <SU>7</SU>  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. </FTNT> <HD SOURCE="HD3"> Global/Global Select Markets  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. </FTNT> <GPOTABLE COLS="5" OPTS="L2,nj,tp0,i1" CDEF="s50,r50,r50,10,13"> <T ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 25k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━