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

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-104436; File No. SR-NYSE-2025-45]</DEPDOC> <SUBJECT>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</SUBJECT> <DATE>December 17, 2025.</DATE> Pursuant to Section 19(b)(1)  <SU>1</SU> <FTREF/> of the Securities Exchange Act of 1934 (“Act”)  <SU>2</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>3</SU> <FTREF/> 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. <FTNT> <SU>1</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>2</SU>  15 U.S.C. 78a. </FTNT> <FTNT> <SU>3</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 (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 <E T="03">www.nyse.com,</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 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. <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">1. Purpose</HD> 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 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. <SU>4</SU> <FTREF/> The Exchange proposes to delete this obsolete rule text. <FTNT> <SU>4</SU>  Securities Exchange Act Release No. 34-94222 (February 10, 2022) 87 FR 8886 (February 16, 2022). </FTNT> <HD SOURCE="HD3">2. Statutory Basis</HD> The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act, <SU>5</SU> <FTREF/> in general, and furthers the objectives of Section 6(b)(4)  <SU>6</SU> <FTREF/> 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, <SU>7</SU> <FTREF/> 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. <FTNT> <SU>5</SU>  15 U.S.C. 78f(b). </FTNT> <FTNT> <SU>6</SU>  15 U.S.C. 78f(b)(4). </FTNT> <FTNT> <SU>7</SU>  15 U.S.C. 78f(b)(5). </FTNT> 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. <HD SOURCE="HD3">The Proposed Changes Are Reasonable</HD> 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, <SU>8</SU> <FTREF/> 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.”  <SU>9</SU> <FTREF/> <FTNT> <SU>8</SU>  Securities Exchange Act Release No. 34-51808 (June 9, 2005); 70 FR 37496 (June 29, 2005) (“Regulation NMS”). </FTNT> <FTNT> <SU>9</SU>   <E T="03">See</E> Regulation NMS, 70 FR at 37499. </FTNT> 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 a ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 17k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━