rulebook-banner
Nasdaq Rulebook Search Banner
rulebook-rules-menurulebook-rules-menu
BSECC  | BX  | GEMX  | ISE  | MRX  | Nasdaq  | PHLX  | SCCP   
Print   Copy Link
Search in
Search
Print | Copy Link |
Home > > nasdaq-5900-series
5900. Company Listing Fees
5901. Preamble to Company Listing Fees

This section sets forth the required fees for Companies both seeking listing and currently listed on Nasdaq. Rule 5930 describes fees for Linked Securities, SEEDS, and Other Securities qualified for listing under Rule 5710, 5715 or 5730. Rule 5940 describes fees for other Exchange Listed Products. The fees for all other Companies are described in Rule 5910 (for the Global and Global Select Markets) and Rule 5920 (for the Capital Market). With certain exceptions, a Company that submits an application to list any class of its securities must pay a non-refundable application fee, and an entry fee as described in Rule 5910(a), which is based on the number of shares being listed. Listed Companies must also pay an All-Inclusive Annual Listing Fee.

Adopted Mar. 12, 2009 (SR-NASDAQ-2009-018); amended Apr. 27, 2009 (SR-NASDAQ-2009-040); amended June 16, 2009 (SR-NASDAQ-2009-052); amended Nov. 7, 2014 (SR-NASDAQ-2014-087), operative Jan. 1, 2015; amended Nov. 13, 2018 (SR-NASDAQ-2018-092).

5910. The Nasdaq Global Market (including the Nasdaq Global Select Market)

(a) Entry Fee

(1)

(A) A Company that submits an application to list any class of its securities (not otherwise identified in this Rule 5900 Series) on the Nasdaq Global Market, shall pay to Nasdaq a fee calculated on total shares outstanding, according to the following schedule. This fee will be assessed on the date of listing on the Nasdaq Global Market. Assessment of the application fees is described in paragraph (a)(11), below.

Up to 30 million shares $150,000

30+ to 40 million shares $170,000

40+ to 50 million shares $210,000

50+ to 60 million shares $250,000

60+ to 70 million shares $290,000

Over 70 million shares $295,000

(B) A Company that submits an application to first list under IM-5101-2 (Listing of Companies Whose Business Plan is to Complete One or More Acquisitions) shall pay to Nasdaq a fee calculated on total shares outstanding, according to the following schedule. The Entry Fee for a Company first listed under IM-5101-2 is based on the fee schedule in effect on the date of listing but is initially deferred and will be assessed on the first anniversary of the date of listing. Assessment of the application fees is described in paragraph (a)(11), below.

Up to 15 million shares $50,000

Over 15 million shares $75,000

(2) Total shares outstanding means the aggregate of all classes of equity securities to be listed on the Nasdaq Global Market as shown in the Company's most recent periodic report or in more recent information held by Nasdaq or, in the case of new issues, as shown in the offering circular, required to be filed with the Company's appropriate regulatory authority. In the case of foreign companies, total shares outstanding shall include only those shares issued and outstanding in the United States.

(3) A closed-end management investment company regulated under the Investment Company Act of 1940, as amended (a "Closed-End Fund"), that submits an application for listing on the Nasdaq Global Market shall pay to Nasdaq an entry fee of $5,000 (of which $1,000 represents a non-refundable application fee).

(4) A Company that submits an application to list any class of rights on the Nasdaq Global Market, shall pay, at the time of its application, a non-refundable application fee of $1,000 to Nasdaq.

(5) The Nasdaq Board of Directors or its designee may, in its discretion, defer or waive all or any part of the entry fee prescribed herein.

(6) If the application is withdrawn or is not approved, the entry fee (less the non-refundable application fee) shall be refunded.

(7) The fees described in this Rule 5910(a) shall not be applicable with respect to any securities that:

(i) are listed on another national securities exchange but not listed on Nasdaq, if the issuer of such securities transfers their listing exclusively to the Nasdaq Global Market;

(ii) are listed on the New York Stock Exchange and Nasdaq, if the issuer of such securities ceases to maintain their listing on the New York Stock Exchange and the securities instead are designated as national market securities under Rule 5220;

(iii) are listed on another national securities exchange but not listed on Nasdaq, if the issuer of such securities is acquired by an unlisted company and, in connection with the acquisition, the unlisted company lists exclusively on the Nasdaq Global Market;

(iv) are listed on Nasdaq by a newly formed Company resulting from a transaction between two or more Nasdaq-listed Companies (or involving assets from such Companies), where at least one of the Nasdaq-listed Companies ceases to be separately listed; or

(v) are listed on the Nasdaq Global Market by a previously unlisted Company in connection with its acquisition of a Company listed under IM-5101-2 (an acquisition company whose business plan is to complete one or more acquisitions).

(8) The fees described in this Rule 5910(a) shall not be applicable to a Company

(i) whose securities are listed on the New York Stock Exchange and designated as national market securities pursuant to the plan governing New York Stock Exchange securities at the time such securities are approved for listing on Nasdaq; and

(ii) that maintains such listing and designation after it lists such securities on Nasdaq.

(9) A Company that transfers its listing from the Nasdaq Capital Market to the Nasdaq Global Market shall not be required to pay the entry fee described in this Rule 5910(a), provided that:

(i) the Company listed on the Nasdaq Capital Market prior to January 1, 2007; or

(ii) the Company listed on the Nasdaq Capital Market on or after January 1, 2007 and did not qualify for the Nasdaq Global Market at the time of its initial listing on the Nasdaq Capital Market. Any other Company that transfers its listing from the Nasdaq Capital Market to the Nasdaq Global Market shall not be required to pay the application fee, but shall pay the entry fee described in this Rule 5910(a) less the entry fee that was previously paid by the Company to Nasdaq in connection with listing on The Nasdaq Capital Market.

(10) A Company that submits an application for listing on The Nasdaq Capital Market, but prior to listing revises its application to seek listing on The Nasdaq Global Market, is not required to pay the application fee described in this Rule 5910(a) in connection with the revised application.

(11) A Company (except for a company listing under IM-5101-2) subject to the Entry Fee described in paragraph (a)(1) of this Rule must submit a non-refundable $25,000 initial application fee with its application. A Company listing under IM-5101-2 must submit a non-refundable $5,000 initial application fee with its application.  If the Company does not list within 12 months of submitting its application (or by October 15, 2014, if later), it will be assessed an additional non-refundable $5,000 application fee each 12 months thereafter to keep its application open. If a Company does not timely pay such additional application fee, its application will be closed and it will be required to submit a new application and initial application fee if it subsequently reapplies. Nasdaq will credit all application fees paid by the Company in connection with an application that has not been closed towards the Entry Fee payable upon listing.

(b) All-Inclusive Annual Listing Fee

(1) A Company shall pay an All-Inclusive Annual Listing Fee. The All-Inclusive Annual Listing Fee eliminates standard annual fees, additional shares fees, record-keeping fees, substitution listing event fees, request for written interpretation fees and compliance plan review fees. Companies must still pay the fees described in Rules 5815(a)(3) and 5820(a) (for review by a Hearings Panel or the Nasdaq Listing and Hearing Review Council, respectively, of a Staff Delisting Determination or Public Reprimand Letter). Companies must also pay fees described in Rule 5910(a) relating to the listing of an additional class of securities of the Company.

(2) The All-Inclusive Annual Listing Fee will be calculated on total shares outstanding according to the following schedules:

(A) All domestic and foreign Companies listing equity securities, except as described below:

Up to 10 million shares $47,000 ($46,000 until December 31, 2020)

10+ to 50 million shares $58,000 ($56,500 until December 31, 2020)

50+ to 75 million shares $79,000 ($77,000 until December 31, 2020)

75+ to 100 million shares $105,000 ($102,500 until December 31, 2020)

100+ to 125 million shares $131,000 ($128,000 until December 31, 2020)

125+ to 150 million shares $142,000 ($138,500 until December 31, 2020)

Over 150 million shares $163,000 ($159,000 until December 31, 2020)

Real Estate Investment Trusts (REITs) are subject to the same fee schedule as other equity securities. For the purpose of determining the total shares outstanding, shares outstanding of all members in a REIT Family listed on the Nasdaq Global Market may be aggregated. The maximum annual fee applicable to such a REIT Family shall not exceed $163,000 ($159,000 until December 31, 2020). For purposes of this rule, a "REIT Family" means three or more REITs that are provided management services by the same entity or by entities under common control.

(B) Companies listing American Depositary Receipts (ADRs):

Up to 10 million ADRs and other listed equity securities $47,000 ($46,000 until December 31, 2020)

10+ to 50 million ADRs and other listed equity securities $53,000 ($51,500 until December 31, 2020)

50+ to 75 million ADRs and other listed equity securities $63,000 ($61,500 until December 31, 2020)

Over 75 million ADRs and other listed equity securities $84,000 ($82,000 until December 31, 2020)

(C) Closed-end Funds:

Up to 50 million shares $32,000 ($31,000 until December 31, 2020)

50+ to 100 million shares $53,000 ($51,500 until December 31, 2020)

100+ to 250 million shares $79,000 ($77,000 until December 31, 2020)

Over 250 million shares $105,000 ($102,500 until December 31, 2020)

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, as shown in the Company's most recent periodic reports required to be filed with the appropriate regulatory authority or in more recent information held by Nasdaq. A fund family is subject to the same fee schedule as a single Closed-End Fund and the maximum All-Inclusive Annual Listing Fee applicable to a fund family shall not exceed $105,000 ($102,500 until December 31, 2020). For purposes of this rule, a "fund family" is defined as two or more Closed-End Funds that have a common investment adviser or have investment advisers who are "affiliated persons" as defined in Section 2(a)(3) of the Investment Company Act of 1940, as amended.

(D) Limited Partnerships:

Up to 75 million shares $39,500 ($38,500 until December 31, 2020)

75+ to 100 million shares $53,000 ($51,500 until December 31, 2020)

100+ to 125 million shares $65,500 ($64,000 until December 31, 2020)

125+ to 150 million shares $70,500 ($69,000 until December 31, 2020)

Over 150 million shares $81,500 ($79,500 until December 31, 2020)

(E) Investment Management Entities and Eligible Portfolio Companies:

Nasdaq will apply a 50% fee discount to the All-Inclusive Annual Listing Fee otherwise owed under paragraph (b)(2)(A) of this rule for Eligible Portfolio Companies and Investment Management Entities that have one or more Eligible Portfolio Companies. For purposes of this rule, an "Investment Management Entity" is a company listed on Nasdaq or another national securities exchange that manages private investment vehicles not registered under the Investment Company Act. An "Eligible Portfolio Company" of an Investment Management Entity is a Nasdaq-listed Company in which an Investment Management Entity has owned at least 20% of the common stock on a continuous basis since prior to that company's initial listing.

In order to qualify for this discount in any calendar year, a Company, other than a new listing, must submit satisfactory proof to Nasdaq no later than December 31st of the prior year that it satisfies the requirements specified above. A new listing that satisfies these requirements is eligible for the discount upon listing.

Notwithstanding the foregoing, if an Investment Management Entity or Eligible Portfolio Company would otherwise be subject to an All-Inclusive Annual Listing Fee that is lower than the fee provided for in this paragraph (E), then the alternative fee schedule shall apply.

(F) Companies listing under IM-5101-2 (Listing of Companies Whose Business Plan is to Complete One or More Acquisitions):

Up to 10 million shares $44,000

10+ to 50 million shares $58,000

Over 50 million shares $79,000

(3) Assessment of All-Inclusive Annual Listing Fee

(A) In the first calendar year of listing, a Company's All-Inclusive Annual Listing Fee will be based on the total shares outstanding as of the date of listing and will be prorated based on the month of listing. For example, a Company that lists on any day in March will owe 10/12 of the applicable annual fee; if it lists on any day in April, it will owe 9/12 of the applicable annual fee.

(B) After the first calendar year of listing, a Company's All-Inclusive Annual Listing Fee will be assessed on January 1st for the upcoming calendar year based on the total shares outstanding as of December 31st of the prior year. If a Company is listed on January 1st, the Company will owe the All-Inclusive Annual Listing Fee for the entire year, even if the Company delists or is removed before the Company is billed or pays the fee for that year.

(C) For a Company with any equity securities listed on the Nasdaq Global or Global Select Markets, total shares outstanding shall mean, and the All-Inclusive Annual Listing Fee for the year shall be based on, the aggregate number of all securities outstanding for each class of equity securities (not otherwise identified in this Rule 5900 Series) listed on the Nasdaq Global Select, Global and Capital Markets as of January 1 of that year, as shown in the Company's periodic reports required to be filed with the Company's appropriate regulatory authority or in more recent information held by Nasdaq. In the case of a foreign private issuer, the All-Inclusive Annual Listing Fee will be based on only those equity securities issued and outstanding in the United States, provided the Company notifies Nasdaq of that number by completing the appropriate form in the Nasdaq Listing Center.

(D) Transfers from Capital Market. If a Company transfers its listing from the Capital Market to the Global or Global Select Market, its All-Inclusive Annual Listing Fee will be prorated based on the month of the transfer. Such a Company will owe the All-Inclusive Annual Listing Fee for the new market tier starting in the month of transfer and the All-Inclusive Annual Listing Fee for the Capital Market for all earlier months in the calendar year.

For example, a Company with 80 million total shares outstanding is listed on the Capital Market and transfers to the Global Market on October 20th. Its new All- Inclusive Annual Listing Fee for the Global Market is $100,000, which is prorated from October to December, resulting in an All-Inclusive Annual Listing Fee due of $25,000 for its first calendar year of listing on the Global Market. Since this Company already paid an All-Inclusive Annual Listing Fee of $75,000 on the Capital Market, it will be credited $18,750, which represents the portion of the All-Inclusive Annual Listing Fee already paid for listing on the Capital Market for the remainder of the year. The Company, therefore, has a balance due to Nasdaq of $6,250.

(E) No portion of the All-Inclusive Annual Listing Fee paid is refundable if a class of securities is delisted or otherwise removed from The Nasdaq Stock Market. No portion of the All-Inclusive Annual Listing Fee that is due and payable when a class of securities is delisted or otherwise removed from The Nasdaq Stock Market will be waived upon delisting or removal.

(F) Relisting. A Company that was suspended, delisted, or removed from Nasdaq for any reason, whether regulatory or voluntary, is not required to pay a second All-Inclusive Annual Listing Fee if it relists in the same calendar year.

(G) The Nasdaq Board of Directors or its designee may, in its discretion, defer or waive all or any part of the All-Inclusive Annual Listing Fee prescribed herein.

Adopted Mar. 12, 2009 (SR-NASDAQ-2009-018); amended Mar. 5, 2010 (SR-NASDAQ-2009-081), 5910(c) & (d) operative Jan. 1, 2010; amended Jan. 6, 2011 (SR-NASDAQ-2011-007); amended July 26, 2011 (SR-NASDAQ-2011-100), operative Aug. 25, 2011; amended Jan. 2, 2013 (SR-NASDAQ-2013-003); amended Oct. 2, 2013 (SR-NASDAQ-2013-130); amended Oct. 11, 2013 (SR-NASDAQ-2013-134), operative Jan. 1, 2014; amended Nov. 7, 2014 (SR-NASDAQ-2014-087), operative Jan. 1, 2015; amended May 12, 2016 (SR-NASDAQ-2016-057); amended Sept. 26, 2017 (SR-NASDAQ-2017-096); amended Nov. 13, 2018 (SR-NASDAQ-2018-092); amended Dec. 11, 2018 (SR-NASDAQ-2018-103), operative Jan. 1, 2019; amended Dec. 27, 2018 (SR-NASDAQ-2018-105), operative Jan. 1, 2019; amended Oct. 18, 2019 (SR-NASDAQ-2019-087), operative Jan. 1, 2020; amended May 5, 2020 (SR-NASDAQ-2020-018), operative June 4, 2020; amended July 14, 2020 (SR-NASDAQ-2020-038); amended November 13, 2020 (SR-NASDAQ-2020-072), operative January 1, 2021; amended Mar. 16, 2021 (SR-NASDAQ-2021-012); amended June 15, 2021 (SR-NASDAQ-2021-052); amended June 28, 2021 (SR-NASDAQ-2021-055); amended Aug. 3, 2021 (SR-NASDAQ-2021-061).

5920. The Nasdaq Capital Market

(a) Entry Fee

(1) A Company that submits an application to list any class of its securities (not otherwise identified in this Rule 5900 Series) on the Nasdaq Capital Market, shall pay to Nasdaq a fee calculated on total shares outstanding, according to the following schedule. For a Company (other than a company listed under IM-5101-2) this fee will be assessed on the date of entry on the Nasdaq Capital Market. The Entry Fee for a Company listed under IM-5101-2 is based on the fee schedule in effect on the date of listing but is initially deferred and will be assessed on the first anniversary of the date of listing. Assessment of the application fees is described in paragraph (a)(11) below.

Up to 15 million shares $50,000

Over 15 million shares $75,000

(2) A Company that submits an application to list any class of convertible debentures on the Nasdaq Capital Market, shall pay to Nasdaq a non-refundable application fee of $5,000 and a fee of $1,000 or $50 per million dollars face amount of debentures outstanding, whichever is higher.

(3) A closed-end management investment company regulated under the Investment Company Act of 1940, as amended (a "Closed-End Fund"), that submits an application for listing on the Nasdaq Capital Market shall pay to Nasdaq an entry fee of $5,000 (of which $1,000 represents a non-refundable application fee).

(4) The Nasdaq Board of Directors or its designee may, in its discretion, defer or waive all or any part of the entry fee prescribed herein.

(5) Total shares outstanding means the aggregate of all classes of equity securities to be listed on the Nasdaq Capital Market as shown in the Company's most recent periodic report or in more recent information held by Nasdaq or, in the case of new issues, as shown in the offering circular, required to be filed with the Company's appropriate regulatory authority.

(6) A Company that submits an application to list any class of rights on the Nasdaq Capital Market, shall pay, at the time of its application, a non-refundable application fee to Nasdaq of $1,000.

(7) A Company that lists a class of Subscription Receipts on the Nasdaq Capital Market shall pay a $25,000 fee, which includes a $5,000 application fee. Note that there is no separate annual fee applicable to classes of Subscription Receipts.

(8) The fees described in this Rule 5920(a) shall not be applicable with respect to any securities that:

(i) are listed on another national securities exchange, if the issuer of such securities transfers their listing exclusively to the Nasdaq Capital Market;

(ii) are listed on the New York Stock Exchange and Nasdaq, if the issuer of such securities ceases to maintain their listing on the New York Stock Exchange and the securities instead are designated under the plan applicable to Nasdaq Capital Market securities;

(iii) are listed on another national securities exchange, if the issuer of such securities is acquired by an unlisted company and, in connection with the acquisition, the unlisted company lists exclusively on the Nasdaq Capital Market;

(iv) are listed on Nasdaq by a newly formed Company resulting from a transaction between two or more Nasdaq-listed Companies (or involving assets from such Companies), where at least one of the Nasdaq-listed Companies ceases to be separately listed; or

(v) are listed on the Nasdaq Capital Market by a previously unlisted Company in connection with its acquisition of a Company listed under IM-5101-2 (an acquisition company whose business plan is to complete one or more acquisitions).

(9) The fees described in this Rule 5920(a) shall not be applicable to a Company

(i) whose securities are listed on the New York Stock Exchange and designated as national market securities pursuant to the plan governing New York Stock Exchange securities at the time such securities are approved for listing on Nasdaq; and

(ii) that maintains such listing and designation after it lists such securities on Nasdaq.

(10) A Company that submits an application for listing on The Nasdaq Global Market, but prior to listing revises its application to seek listing on The Nasdaq Capital Market, is not required to pay the application fee described in Rule 5920(a) in connection with the revised application

(11) A Company (including a company listed under IM-5101-2) subject to the Entry Fee described in paragraph (a)(1) of this Rule must submit a non-refundable $5,000 initial application fee with its application. If the Company does not list within 12 months of submitting its application (or by October 15, 2014, if later), it will be assessed an additional non-refundable $5,000 application fee each 12 months thereafter to keep its application open. If a Company does not timely pay such additional application fee, its application will be closed and it will be required to submit a new application and initial application fee if it subsequently reapplies. Nasdaq will credit all application fees paid by the Company in connection with an application that has not been closed towards the Entry Fee payable upon listing.

(12) The fees described in this Rule 5920(a) shall not be applicable, to a Company that transfers securities from the Nasdaq Global Market to the Nasdaq Capital Market. However, such a Company must submit a $5,000 initial application fee with its application if the application is filed after October 15, 2013.

(b) All-Inclusive Annual Listing Fee

 (1) A Company shall pay an All-Inclusive Annual Listing Fee. The All-Inclusive Annual Listing Fee eliminates standard annual fees, additional shares fees, record-keeping fees, substitution listing event fees, request for written interpretation fees and compliance plan review fees. Companies must still pay the fees described in Rules 5815(a)(3) and 5820(a) (for review by a Hearings Panel or the Nasdaq Listing and Hearing Review Council, respectively, of a Staff Delisting Determination or Public Reprimand Letter). Companies must also pay fees described in Rule 5920(a) relating to the listing of an additional class of securities of the Company.

(2) The All-Inclusive Annual Listing Fee will be calculated on total shares outstanding according to the following schedules:

(A) All domestic and foreign Companies listing equity securities, except as described below:

Up to 10 million shares $44,000 ($43,000 until December 31, 2020)

10+ to 50 million shares $58,000 ($56,500 until December 31, 2020)

Over 50 million shares $79,000 ($77,000 until December 31, 2020)

Real Estate Investment Trusts (REITs) are subject to the same fee schedule as other equity securities. For the purpose of determining the total shares outstanding, shares outstanding of all members in a REIT Family listed on the Nasdaq Capital Market may be aggregated. The maximum annual fee applicable to such a REIT Family shall not exceed $79,000 ($77,000 until December 31, 2020). For purposes of this rule, a "REIT Family" means three or more REITs that are provided management services by the same entity or by entities under common control.

(B) Companies listing American Depositary Receipts (ADRs):

Up to 10 million ADRs and other listed equity securities $44,000 ($43,000 until December 31, 2020)

Over 10 million ADRs and other listed equity securities $53,000 ($51,500 until December 31, 2020)

(C) Closed-end Funds:

Up to 50 million shares $32,000 ($31,000 until December 31, 2020)

50+ to 100 million shares $53,000 ($51,500 until December 31, 2020)

100+ to 250 million shares $79,000 ($77,000 until December 31, 2020)

Over 250 million shares $105,000 ($102,500 until December 31, 2020)

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, as shown in the Company's most recent periodic reports required to be filed with the appropriate regulatory authority or in more recent information held by Nasdaq. A fund family is subject to the same fee schedule as a single Closed-End Fund and the maximum All-Inclusive Annual Listing Fee applicable to a fund family shall not exceed $105,000 ($102,500 until December 31, 2020). For purposes of this rule, a "fund family" is defined as two or more Closed-End Funds that have a common investment adviser or have investment advisers who are "affiliated persons" as defined in Section 2(a)(3) of the Investment Company Act of 1940, as amended.

(D) Limited Partnerships:

Up to 75 million shares $32,000 ($31,000 until December 31, 2020)

Over 75 million shares $39,500 ($38,500 until December 31, 2020)

(E) Investment Management Entities and Eligible Portfolio Companies:

Nasdaq will apply a 50% fee discount to the All-Inclusive Annual Listing Fee otherwise owed under paragraph (b)(2)(A) of this rule for Eligible Portfolio Companies and Investment Management Entities that have one or more Eligible Portfolio Companies. For purposes of this rule, an "Investment Management Entity" is a company listed on Nasdaq or another national securities exchange that manages private investment vehicles not registered under the Investment Company Act. An "Eligible Portfolio Company" of an Investment Management Entity is a Nasdaq-listed Company in which an Investment Management Entity has owned at least 20% of the common stock on a continuous basis since prior to that company's initial listing.

In order to qualify for this discount in any calendar year, a Company, other than a new listing, must submit satisfactory proof to Nasdaq no later than December 31st of the prior year that it satisfies the requirements specified above. A new listing that satisfies these requirements is eligible for the discount upon listing.

Notwithstanding the foregoing, if an Investment Management Entity or Eligible Portfolio Company would otherwise be subject to an All-Inclusive Annual Listing Fee that is lower than the fee provided for in this paragraph (E), then the alternative fee schedule shall apply.

(F) Convertible Debentures:

Notwithstanding paragraph (A), the issuer of each class of convertible debentures listed on the Nasdaq Capital Market shall pay to Nasdaq an annual fee of $500 or $25 per million dollars face amount of debentures outstanding, whichever is higher.

(3) Assessment of All-Inclusive Annual Listing Fee

(A) In the first calendar year of listing, a Company's All-Inclusive Annual Listing Fee will be based on the total shares outstanding as of the date of listing and will be prorated based on the month of listing. For example, a Company that lists on any day in March will owe 10/12 of the applicable annual fee; if it lists on any day in April, it will owe 9/12 of the applicable annual fee.

(B) After the first calendar year of listing, a Company's All-Inclusive Annual Listing Fee will be assessed on January 1st for the upcoming calendar year based on the total shares outstanding as of December 31st of the prior year. If a Company is listed on January 1st, the Company will owe the All-Inclusive Annual Listing Fee for the entire year, even if the Company delists or is removed before the Company is billed or pays the fee for that year.

(C) For a Company with equity securities listed only on the Nasdaq Capital Market, total shares outstanding shall mean, and the All-Inclusive Annual Listing Fee for the year shall be based on, the aggregate number of all securities outstanding for each class of equity securities (not otherwise identified in this Rule 5900 Series) listed on the Nasdaq Capital Market as of January 1 of that year, as shown in the Company's periodic reports required to be filed with the Company's appropriate regulatory authority or in more recent information held by Nasdaq. If a Company has any equity securities listed on the Nasdaq Global or Global Select Markets, the securities listed on the Nasdaq Capital Market will be aggregated with those on the Global and Global Select Market, and the Company shall not be subject to the fee described in this IM-5920-1, but instead shall be subject to the fee contained in IM-5910-1. In the case of a foreign private issuer, the All- Inclusive Annual Listing Fee will be based on only those equity securities issued and outstanding in the United States, provided the Company notifies Nasdaq of that number by completing the appropriate form in the Nasdaq Listing Center.

(D) Transfers from Global and Global Select Market. If a Company transfers its listing from the Global or Global Select Market to the Capital Market, it will not owe any additional All-Inclusive Annual Listing Fee for the Capital Market, nor shall it receive any credit or offset of the portion of the All-Inclusive Annual Listing Fee paid or assessed for the prior market.

For example, a Company with 110 million total shares outstanding is listed on the Global Market and transfers to the Capital Market on October 20th. Its new All-Inclusive Annual Listing Fee for the Capital Market is $75,000. Since this Company already paid an All-Inclusive Annual Listing Fee of $125,000 on the Global Market, it will not owe any additional All-Inclusive Annual Lisitng Fee for that calendar year. However, the Company would not receive any further credit of the amount previously paid for listing on the Global Market and would owe the full $75,000 Capital Market All-Inclusive Annual Lisitng Fee in the following year.

(E) No portion of the All-Inclusive Annual Listing Fee paid is refundable if a class of securities is delisted or otherwise removed from The Nasdaq Stock Market. No portion of the All-Inclusive Annual Listing Fee that is due and payable when a class of securities is delisted or otherwise removed from The Nasdaq Stock Market will be waived upon delisting or removal.

(F) Relisting. A Company that was suspended, delisted, or removed from Nasdaq for any reason, whether regulatory or voluntary, is not required to pay a second All-Inclusive Annual Listing Fee if it relists in the same calendar year.

(G) The Nasdaq Board of Directors or its designee may, in its discretion, defer or waive all or any part of the All-Inclusive Annual Listing Fee prescribed herein.

Adopted Mar. 12, 2009 (SR-NASDAQ-2009-018); amended Jan. 6, 2011 (SR-NASDAQ-2011-007); amended July 26, 2011 (SR-NASDAQ-2011-100), operative Aug. 25, 2011; amended Oct. 18, 2012 (SR-NASDAQ-2012-120), operative Jan. 1, 2013; amended Jan. 2, 2013 (SR-NASDAQ-2013-003); amended Oct. 2, 2013 (SR-NASDAQ-2013-130); amended Oct. 11, 2013 (SR-NASDAQ-2013-134), operative Jan. 1, 2014; amended Nov. 7, 2014 (SR-NASDAQ-2014-087), operative Jan. 1, 2015; amended May 12, 2016 (SR-NASDAQ-2016-057); amended Sept. 26, 2017 (SR-NASDAQ-2017-096); amended Aug. 3, 2018 (SR-NASDAQ-2018-059), operative Sept. 3, 2018; amended Nov. 13, 2018 (SR-NASDAQ-2018-070); amended Nov. 13, 2018 (SR-NASDAQ-2018-092); amended Dec. 11, 2018 (SR-NASDAQ-2018-103); amended Oct. 18, 2019 (SR-NASDAQ-2019-087), operative Jan. 1, 2020; amended July 14, 2020 (SR-NASDAQ-2020-038); amended November 13, 2020 (SR-NASDAQ-2020-072), operative January 1, 2021; amended Mar. 16, 2021 (SR-NASDAQ-2021-012).

5930. Linked Securities, SEEDS, and Other Securities

(a) Application Fee and Entry Fee

(1) When a Company submits an application to list any Linked Securities, SEEDS or Other Securities on the Nasdaq Global Market qualified for listing under Rule 5710, 5715 or 5730, it shall pay a non-refundable application fee of $1,000.

(2) When a Company submits an application to list any Linked Securities, SEEDS or Other Securities on the Nasdaq Global Market qualified for listing under Rule 5710, 5715 or 5730, it shall pay an entry fee calculated based on total shares outstanding according to the following schedule:

Up to 1 million shares $5,000

1+ to 2 million shares $10,000

2+ to 3 million shares $15,000

3+ to 4 million shares $17,500

4+ to 5 million shares $20,000

5+ to 6 million shares $22,500

6+ to 7 million shares $25,000

7+ to 8 million shares $27,500

8+ to 9 million shares $30,000

9+ to 10 million shares $32,500

10+ to 15 million shares $37,500

Over 15 million shares $45,000

The applicable entry fee shall be reduced by any entry fees paid previously in connection with the initial listing during the current calendar year of any of the Company's Linked Securities, SEEDS and Other Securities on the Nasdaq Global Market.

(3) For the sole purpose of determining the entry fee, total shares outstanding means the aggregate of all classes of Linked Securities, SEEDS and Other Securities of the Company to be listed on the Nasdaq Global Market in the current calendar year as shown in the Company's most recent periodic report or in more recent information held by Nasdaq or, in the case of new issues, as shown in the offering circular, required to be filed with the Company's appropriate regulatory authority.

(4) The Nasdaq Board of Directors or its designee may, in its discretion, defer or waive all or any part of the entry fee prescribed herein.

(5) If the application is withdrawn or is not approved, the entry fee shall be refunded.

(6) The fees described in this Rule 5930(a) shall not be applicable with respect to any securities that:

(i) are listed on another national securities exchange but not listed on Nasdaq, if the issuer of such securities transfers their listing exclusively to the Nasdaq Global Market;

(ii) are listed on the New York Stock Exchange and Nasdaq, if the issuer of such securities ceases to maintain their listing on the New York Stock Exchange and the securities instead are designated as national market securities under Rule 5220; or

(iii) are listed on another national securities exchange but not listed on Nasdaq, if the issuer of such securities is acquired by an unlisted company and, in connection with the acquisition, the unlisted company lists exclusively on the Nasdaq Global Market.

(b) All-Inclusive Annual Lisitng Fee

(1) The issuer of Linked Securities, SEEDS or Other Securities qualified under Rule 5710, 5715 or 5730 for listing on the Nasdaq Global Market shall pay to Nasdaq an All- Inclusive Annual Listing Fee applicable to the issuer of Linked Securities, SEEDS or Other Securities qualified under Rule 5710, 5715 or 5730 for listing on the Nasdaq Global Market calculated based on total shares outstanding according to the following schedule:

Up to 5 million shares $15,000

5+ to 10 million shares $17,500

10+ to 25 million shares $20,000

25+ to 50 million shares $22,500

Over 50 million shares $30,000

(2) The Nasdaq Board of Directors or its designee may, in its discretion, defer or waive all or any part of the All-Inclusive Annual Listing Fee prescribed herein.

(3) For the sole purpose of determining the annual fee, total shares outstanding means the aggregate of all classes of Linked Securities, SEEDS and Other Securities of the Company listed on the Nasdaq Global Market, as shown in the Company's most recent periodic report required to be filed with the Company's appropriate regulatory authority or in more recent information held by Nasdaq.

(4) The All-Inclusive Annual Listing Fee described in this section will be assessed as described in Rule 5910(b)(3).

Adopted Mar. 12, 2009 (SR-NASDAQ-2009-018); amended Sep. 3, 2013 (SR-NASDAQ-2013-115); amended Nov. 23, 2015 (SR-NASDAQ-2015-146), operative Oct. 23, 2015; amended Apr. 20, 2016 (SR-NASDAQ-2016-059); amended June 1, 2016 (SR-NASDAQ-2016-077); amended Nov. 13, 2018 (SR-NASDAQ-2018-092).

5935. Non-Convertible Bonds

(a) Application Fee

A Company that submits an application to list a class of non-convertible bonds pursuant to Rule 5702 shall pay to Nasdaq a non-refundable application fee of $5,000, except that the application fee shall be waived if, in connection with the application to list on Nasdaq, the Company will be switching the listing market for its non-convertible bonds from the New York Stock Exchange or NYSE American or voluntarily delisting from a regulated foreign exchange.

(b) Annual Fee

The issuer of each class of non-convertible bonds listed pursuant to Rule 5702 shall pay to Nasdaq an annual fee of $5,000, except that a Company that switches its listing market for its non-convertible bonds to Nasdaq from the New York Stock Exchange or NYSE American, or whose listing is transferred in conjunction with its voluntary delisting from a regulated foreign exchange, shall not be liable for an annual fee until January 1 of the calendar year following the effective date of the non-convertible bonds listing on Nasdaq.

Adopted Nov. 13, 2018 (SR-NASDAQ-2018-070); amended Dec. 18, 2020 (SR-NASDAQ-2020-093); amended Dec. 23, 2020 (SR-NASDAQ-2020-096); amended Dec. 23, 2020 (SR-NASDAQ-2020-097).

5940. Exchange Traded Products

The fees in this Rule 5940 shall apply to securities listed under the Rule 5700 Series where no other fee schedule is specifically applicable. These securities include, but are not limited to, Portfolio Depository Receipts, Index Fund Shares, Managed Fund Shares, and NextShares.

(a) Entry Fee

(1) When a Company submits an application for listing a series of Portfolio Depository Receipts, Index Fund Shares, Managed Fund Shares or other security listed under the Rule 5700 Series where no other fee schedule is specifically applicable on the Nasdaq Global Market, it shall pay to Nasdaq a listing fee of $5,000 (which shall include a $1,000 non-refundable application fee).

(2) When a Company submits an application for listing a series of NextShares under Rule 5745, it shall pay to Nasdaq an initial listing fee of $20,000 for the first series of NextShares (which shall include a $1,000 non-refundable application fee) and an additional listing fee of $7,500 for each subsequent series of NextShares of the Company (which shall include a $1,000 nonrefundable application fee).

(3) The Nasdaq Board of Directors or its designee may, in its discretion, defer or waive all or any part of the entry fee prescribed herein.

(4) If the application is withdrawn or is not approved, the entry fee (less the non-refundable application fee) shall be refunded.

(5) The fees described in this Rule 5940(a) shall not be applicable with respect to any securities that:

(i) are listed on another national securities exchange but not listed on Nasdaq, if the issuer of such securities transfers their listing exclusively to the Nasdaq Global Market;

(ii) are listed on the New York Stock Exchange and Nasdaq, if the issuer of such securities ceases to maintain their listing on the New York Stock Exchange and the securities instead are designated as national market securities under Rule 5220; or

(iii) are listed on another national securities exchange but not listed on Nasdaq, if the issuer of such securities is acquired by an unlisted company and, in connection with the acquisition, the unlisted company lists exclusively on the Nasdaq Global Market.

(b) All-Inclusive Annual Listing Fee

(1) The issuer of a series of Portfolio Depository Receipts, Index Fund Shares, Managed Fund Shares or other security listed under the Rule 5700 Series where no other fee schedule is specifically applicable listed on The Nasdaq Global Market shall pay to Nasdaq an All-Inclusive Annual Listing Fee applicable to the issuer of a series of Portfolio Depository Receipts, Index Fund Shares, Managed Fund Shares or other security listed under the Rule 5700 Series where no other fee schedule is specifically applicable, calculated on total shares outstanding according to the following schedule:

Up to 1 million shares $6,000

1+ to 5 million shares $7,500

5+ to 10 million shares $10,000

10+ to 25 million shares $15,000

25+ to 50 million shares $20,000

50+ to 75 million shares $25,000

75+ to 100 million shares $30,000

100+ to 150 million shares $35,000

150+ to 250 million shares $40,000

250+ million shares $50,000

(2) The issuer of a series of NextShares shall pay to Nasdaq for each series of NextShares an All-Inclusive Annual Listing Fee applicable to an issuer of a series of NextShares calculated on total shares outstanding of that series of NextShares according to the following schedule:

Up to 25 million shares $6,500

Over 25 million to 100 million shares $15,000

Over 100 million shares $25,000

(3) For the purposes of Rule 5940(b)(1), total shares outstanding means the aggregate number of shares, issued by one or more issuers with the same sponsor, Portfolio Depository Receipts, Index Fund Shares, Managed Fund Shares or other security listed under the Rule 5700 Series where no other fee schedule is specifically applicable, listed on The Nasdaq Global Market as shown in the issuer's most recent periodic report required to be filed with the issuer's appropriate regulatory authority or in more recent information held by Nasdaq. For purposes of this rule, "sponsor" is defined as an investment adviser (or investment advisers who are "affiliated persons" as defined in Section 2(a)(3) of the Investment Company Act of 1940, as amended) to one or more issuers.

(4) The Nasdaq Board of Directors or its designee may, in its discretion, defer or waive all or any part of the All-Inclusive Annual Listing Fee prescribed herein.

(5) Except as otherwise set forth in Rule 5940(b), the All-Inclusive Annual Listing Fee described in this section will be assessed as described in Rule 5910(b)(3).

Adopted Mar. 12, 2009 (SR-NASDAQ-2009-018); amended Sep. 3, 2013 (SR-NASDAQ-2013-115); amended Nov. 23, 2015 (SR-NASDAQ-2015-146), operative Oct. 23, 2015; amended Feb. 11, 2016 (SR-NASDAQ-2016-025); amended Apr. 20, 2016 (SR-NASDAQ-2016-059); amended June 1, 2016 (SR-NASDAQ-2016-077); amended Nov. 13, 2018 (SR-NASDAQ-2018-092); amended Dec. 23, 2019 (SR-NASDAQ-2019-095), operative Jan. 2, 2020.

5950. Reserved

Reserved.

Adopted Mar. 20, 2013 (SR-NASDAQ-2012-137); amended Mar. 19, 2015 (SR-NASDAQ-2015-025); amended June 8, 2017 (SR-NASDAQ-2017-058), operative July 8, 2017; amended Oct. 18, 2017 (SR-NASDAQ-2017-111); amended Sept. 7, 2018 (SR-NASDAQ-2018-074).

IM-5900-1. Waiver or Credit of Fees upon Application in Certain Merger Situations

Rules 5910(b)(3)(G), 5920(b)(3)(G), 5930(b)(2) and 5940(b)(4) provide limited discretion to waive all or part of the All-Inclusive Annual Listing Fee prescribed in this Rule 5900 Series. Pursuant to that authority, Nasdaq has determined to waive or credit fees in the following situations involving mergers.

(a) A Nasdaq Company that completes a merger with another Nasdaq Company during the first 90 days of a calendar year will receive a credit or waiver for 75% of the All-Inclusive Annual Listing Fee assessed to the acquired Nasdaq Company.

(b) Companies will receive a credit or waiver when a non-Nasdaq Company completes a merger with a Nasdaq Company and the non-Nasdaq Company is the surviving entity and lists on Nasdaq. If the Nasdaq Company previously paid its All-inclusive Annual Listing Fee, the surviving non-Nasdaq entity will, upon listing on Nasdaq, receive a credit for the All-Inclusive Annual Listing Fee previously paid by the Nasdaq Company, prorated for the months remaining in the year after the merger. If the Nasdaq Company has not paid its All-inclusive Annual Listing Fee for the year, the Nasdaq Company will receive a waiver of the All-Inclusive Annual Listing Fee applicable to the months remaining in the year after the merger and must pay the remaining balance of its All-Inclusive Annual Listing Fee, representing the fee for the period it was listed. A company that, pursuant to Rule IM-5900-4(c), received a waiver of the All-Inclusive Annual Listing Fee for the remainder of the calendar year in which the listing occurs is not eligible for any credits under this rule.

Adopted Mar. 12, 2009 (SR-NASDAQ-2009-018); amended Nov. 7, 2014 (SR-NASDAQ-2014-087), operative Jan. 1, 2015; amended Nov. 13, 2018 (SR-NASDAQ-2018-092); amended Mar. 16, 2021 (SR-NASDAQ-2021-012).

IM-5900-4. Waiver of Certain Annual Fees Upon Transfer of a Non-Nasdaq Exchange Listed Security and in Conjunction with a Non-Exchange Listed Issuer Business Combination with an Acquisition Company

(a) Rules 5910(b)(3)(G), 5920(b)(3)(G), 5930(b)(2) and 5940(b)(4) provide limited discretion to waive all or part of the All-Inclusive Annual Listing Fee prescribed in this Rule 5900 Series.

(b) Pursuant to that authority, Nasdaq has determined to waive for the year of transfer the All-Inclusive Annual Listing Fee applicable to the year such transfer is made in the case of securities that (i) are listed on a national securities exchange but not listed on Nasdaq, if the issuer of such securities transfers their listing exclusively to Nasdaq; or (ii) are listed on the New York Stock Exchange and Nasdaq, if the issuer of such securities ceases to maintain their listing on the New York Stock Exchange and the securities instead are designated under the plan governing Nasdaq securities.

(c) Similarly, any issuer that is not listed on a national securities exchange immediately prior to its initial listing on the Exchange but is listing its Primary Equity Securities upon closing of its acquisition of a company listed on Nasdaq or another national securities exchange pursuant to special rules for acquisition companies whose business plan is to complete one or more acquisitions is not required to pay the All-Inclusive Annual Listing Fee with respect to its Primary Equity Securities or any other class of securities listed at the same time for the remainder of the calendar year in which such listing occurs.

Adopted Mar. 12, 2009 (SR-NASDAQ-2009-018); amended Sep. 3, 2013 (SR-NASDAQ-2013-115); amended Nov. 13, 2018 (SR-NASDAQ-2018-092); amended July 9, 2020 (SR-NASDAQ-2020-039); amended Mar. 4, 2021 (SR-NASDAQ-2021-012).

IM-5900-5. Waiver of Fees upon Relisting for Companies Removed for Late Filings

(a) Entry Fees. Pursuant to Nasdaq's authority to waive certain fees, Nasdaq has determined to waive the entry fee (including the application fee) in the following circumstances:

(1) the Company was suspended and/or delisted from The Nasdaq Stock Market solely for its failure to file a required periodic report with the Commission or other appropriate regulatory authority, pursuant to Rule 5250(c)(1); and

(2) the Company has regained compliance with this requirement and applies to relist on Nasdaq within one year of the date it is delisted from Nasdaq.

(b) Annual Fees. A Company that meets the above requirements and relists during the same year that it has previously paid an All-Inclusive Annual Listing Fee will not be subject to a second All-Inclusive Annual Listing Fee in that same year.

Adopted Mar. 12, 2009 (SR-NASDAQ-2009-018); amended Oct. 18, 2017 (SR-NASDAQ-2017-111); amended Nov. 13, 2018 (SR-NASDAQ-2018-092).

IM-5900-6. Waiver of Fees for Companies Emerging from Bankruptcy

(a) Entry Fees. Any Company that lists on Nasdaq upon emerging from bankruptcy is not required to pay the entry fee (including the application fee) set forth in Rules 5910(a) and 5920(a).

(b) Annual Fees.

(1) The All-Inclusive Annual Listing Fee for any Company that lists on the Nasdaq Global Market (including the Nasdaq Global Select Market) upon emerging from bankruptcy will be the minimum annual listing fee specified in Rule 5910 for the first (prorated) year that such a Company is listed and for each of the subsequent two full years.

(2) Any Company listing on Nasdaq upon emerging from bankruptcy that relists during the same year that it had previously paid an All-Inclusive Annual Listing Fee will not be subject to a second All-Inclusive Annual Listing Fee in that year.

Adopted Mar. 12, 2009 (SR-NASDAQ-2009-018); amended Nov. 7, 2014 (SR-NASDAQ-2014-087), operative Jan. 1, 2015; amended Nov. 13, 2018 (SR-NASDAQ-2018-092).

IM-5900-7. Services Offered to Certain Newly Listing Companies (listing on or after the effective date of SR-NASDAQ-2021-002)

(a) Nasdaq offers certain newly listing companies complimentary services to help them satisfy their obligations as public companies related to governance and communications, and to provide intelligence about their securities. These services are offered to the following types of Companies:

(1) An “Eligible New Listing,” which is a Company listing on the Global or Global Select Market in connection with: (i) an initial public offering in the United States, including American Depository Receipts (other than a Company listed under IM-5101-2), (ii) upon emerging from bankruptcy, (iii) in connection with a spin-off or carve-out from another Company, (iv) in connection with a Direct Listing as defined in IM-5315-1 (including the listing of American Depository Receipts), or (v) in conjunction with a business combination that satisfies the conditions in IM-5101-2(b). 

(2) An “Eligible Switch,” which is a Company:  (i) (other than a Company listed under IM-5101-2) switching its listing from the New York Stock Exchange to the Global or Global Select Markets, or (ii) that has switched its listing from the New York Stock Exchange and listed on Nasdaq under IM-5101-2 after the Company publicly announced that it entered into a binding agreement for a business combination and that subsequently satisfies the conditions in IM-5101-2(b) and lists on the Global or Global Select Market in conjunction with that business combination.

(b) The services offered to certain newly listing Companies, which are offered through Nasdaq Corporate Solutions, LLC, an affiliate of Nasdaq, or a third-party provider selected by Nasdaq, are the following, as more specifically set forth in paragraphs (c) and (d) below:

Whistleblower Hotline: Companies will receive a financial reporting hotline that provides employees and others with a fully-automated, safe and secure means of reporting incidents and concerns. This service has an approximate retail value of $4,000 per year.

Investor Relations Website: Companies will receive a website with all the necessary content and features to communicate with investors, offering easy access to up-to-date information. Included on this website will be a corporate governance library containing documents such as the Board committees' charters and the Company's code of ethics. These services have a retail value of approximately $17,600 per year.

Disclosure Services: Companies will be provided disclosure services for earnings or other press releases, and the filing of related regulatory reports, with an approximate annual retail value in the amount listed below.

Audio Webcasting: Companies will receive a package of four audio webcasts. These services have a retail value of approximately $7,800 per year.

Media Monitoring/Social Listening: Companies will receive a service that tracks coverage of company mentions, news and events across online and social media. This service has a retail value of approximately $12,000 per year.

Virtual Event: Companies will receive access to a virtual event platform for use during investor or capital market day presentations. This service covers a single event and has a retail value of approximately $20,400.

Market Analytic Tools: Companies will receive a market analytic tool, which integrates corporate shareholder communications, capital market information, investor contact management, and board-level reporting into a unified, easy-to use, workflow environment including mobile device access. This tool also provides information about research and earnings estimates on the company and helps companies identify potential purchasers of their stock using quantitative targeting and qualitative insights. This service has an approximate retail value of $32,500 per year for two users, $45,500 for three users, and $58,500 for four users.

Market Advisory Tools: Certain Companies will receive a choice from the following services.

(i) Stock Surveillance: a stock surveillance package, under which a dedicated analyst will, on a daily basis, utilize a mosaic of public, subscription and issuer-based data sources to monitor the daily movement and settlement activity of the Company's stock, provide alerts on significant increases in trading volume and block trading activity, offer color to any unusual change in stock price, and identify institutional buying and selling of the Company's shares. To fully utilize this service, Companies will have to subscribe to, and separately pay for, certain third party information, which is not included. This service has an approximate retail value of $56,500 per year.

(ii) Global Targeting: Investor targeting specialists will help focus the Company's investor relations efforts on appropriate investors, tailor messaging to their interests and measure the Company's impact on their holdings. The analyst team will help develop a detailed plan aligning the targeting efforts with the Company's long-term ownership strategy. Analysis includes addressable risks and opportunities by region and investor type, and recommendations for where to focus time. This service has a retail value of approximately $48,000 per year.

(iii) Annual Perception Study: Companies will receive an annual perception study designed to identify how the Company is perceived by key stakeholders. Detailed interviews with the institutional investment community will be conducted, featuring quantitative and qualitative questions targeted to the Company's needs. The responses will be analyzed and the Company will be provided with actionable recommendations for enhancing perception in the market and guidance to implement these changes. This service has a retail value of approximately $38,500 per year.

Environmental, Social and Governance (ESG) Services: 

(i) ESG Education & Sector Benchmarking: Companies will receive access to ESG education, insight and sector benchmarks to help them understand the ESG landscape. This service has a retail value of approximately $30,000 per year.

(ii) ESG Core: Companies will receive access to a software solution that will simplify the gathering, tracking, approving, managing and disclosing of ESG data, including the most universal and useful ESG metrics to provide insight into the sustainability performance of the company. This service has a retail value of approximately $20,000 per year. 

(c) Eligible New Listings

(1) An Eligible New Listing that has a market capitalization less than $750 million will receive the following complimentary services for three years: Whistleblower Hotline, Investor Relations Website, $15,000 per year of Disclosure Services, Audio Webcasting, Media Monitoring/Social Listening, Market Analytic Tools for two users, and ESG Core Service. The total retail value of these services is approximately $108,900 per year. The Company will also receive one Virtual Event during the three-year period, which has a retail value of approximately $20,400. In addition, one-time development fees of approximately $6,000 to establish the services in the first year will be waived.

(2) An Eligible New Listing that has a market capitalization of $750 million or more will receive the following complimentary services for three years: Whistleblower Hotline, Investor Relations Website, $20,000 per year of Disclosure Services, Audio Webcasting, Media Monitoring/Social Listening, Market Analytic Tools for two users, ESG Core Service, ESG Education & Sector Benchmarking Services, and the choice of one Market Advisory Tool. The total retail value of these services is up to approximately $200,400 per year. The Company will also receive one Virtual Event during the three-year period, which has a retail value of approximately $20,400. In addition, one-time development fees of approximately $6,000 to establish the services in the first year will be waived.

(d) Eligible Switches

(1) An Eligible Switch that has a market capitalization less than $750 million will receive the following complimentary services for three years: Whistleblower Hotline, Investor Relations Website, $15,000 per year of Disclosure Services, Audio Webcasting, Media Monitoring/Social Listening, Market Analytic Tools for two users, and ESG Core Service. The total retail value of these services is approximately $108,900 per year. The Company will also receive one Virtual Event during the three-year period, which has a retail value of approximately $20,400.  In addition, one-time development fees of approximately $6,000 to establish the services in the first year will be waived.

(2) An Eligible Switch that has a market capitalization of $750 million or more but less than $5 billion will receive the following complimentary services for four years: Whistleblower Hotline, Investor Relations Website, $20,000 per year of Disclosure Services, Audio Webcasting, Media Monitoring/Social Listening, Market Analytic Tools for three users, ESG Core Service, ESG Education & Sector Benchmarking Services, and the choice of one Market Advisory Tool. The total retail value of these services is up to approximately $213,400 per year. The Company will also receive one Virtual Event during the four-year period, which has a retail value of approximately $20,400.  In addition, one-time development fees of approximately $6,000 to establish the services in the first year will be waived.

(3) An Eligible Switch that has a market capitalization of $5 billion or more will receive the following complimentary services for four years: Whistleblower Hotline, Investor Relations Website, $20,000 per year of Disclosure Services, Audio Webcasting, Media Monitoring/Social Listening, Market Analytic Tools for four users, ESG Core Service, ESG Education & Sector Benchmarking Service, and the choice of two Market Advisory Tools. The total retail value of these services is up to approximately $274,400 per year. The Company will also receive one Virtual Event during the four-year period, which has a retail value of approximately $20,400.  In addition, one-time development fees of approximately $6,000 to establish the services in the first year will be waived. 

(e) If an Eligible New Listing or Eligible Switch begins to use a particular service provided under this IM-5900-7 within 30 days after the date of listing, the complimentary period for that service will begin on the date of first use. In all other cases, the period for each complimentary service shall commence on the listing date. Where a Company can elect from a choice of services, once the Company elects a service it cannot subsequently change to a different alternative, including in a subsequent year. If a company does not use a service in the applicable time period there shall be no refund or other credit for the unused service.

(f) A Company will be considered to be listing on the Global or Global Select Market in conjunction with a business combination that satisfies the conditions in IM-5101-2(b) if:

(i) the Company was listed on the Global Market at the time it completes the business combination that satisfies the conditions in IM-5101-2(b) and remains listed on the Global Market or transfers to the Global Select Market. In this case, the complimentary period shall commence on the date of such business combination; provided, however, that if the Company begins to use a particular service provided under this IM-5900-7 within 30 days after the date of such business combination, the complimentary period for that service will begin on the date of first use; or

(ii) the Company was listed on the Capital Market at the time it completes the business combination that satisfies the conditions in IM-5101-2(b) and it both filed an application to list on the Global or Global Select Market before completing the business combination and it demonstrates compliance with all applicable criteria for the Global or Global Select Market within 60 days of completing the business combination. In this case, the complimentary period shall commence on the date of listing on the Global or Global Select Market; provided, however, that if the Company lists on the Global or Global Select Market and begins to use a particular service provided under this IM-5900-7 within 30 days after the date of the business combination, the complimentary period for that service will begin on the date of first use.

Adopted March 12, 2021 (SR-NASDAQ-2021-002).

 

IM-5900-7A. Services Offered to Certain Newly Listing Companies (listing before the effective date of SR-NASDAQ-2021-002)

(a) Nasdaq offers certain newly listing companies complimentary services to help them satisfy their obligations as public companies related to governance and communications, and to provide intelligence about their securities. These services are offered to the following types of Companies:

(1) An “Eligible New Listing,” which is a Company listing on the Global or Global Select Market in connection with: (i) an initial public offering in the United States, including American Depository Receipts(other than a Company listed under IM-5101-2), (ii) upon emerging from bankruptcy, (iii) in connection with a spin-off or carve-out from another Company, (iv) in connection with a Direct Listing as defined in IM-5315-1 (including the listing of American Depository Receipts), or (v) in conjunction with a business combination that satisfies the conditions in IM-5101-2(b).

(2) An “Eligible Switch,” which is a Company: (i) (other than a Company listed under IM-5101-2) switching its listing from the New York Stock Exchange to the Global or Global Select Markets, or (ii) that has switched its listing from the New York Stock Exchange and listed on Nasdaq under IM-5101-2 after the Company publicly announced that it entered into a binding agreement for a business combination and that subsequently satisfies the conditions in IM-5101-2(b) and lists on the Global or Global Select Market in conjunction with that business combination.

(b) The services offered to certain newly listing Companies, which are offered through Nasdaq Corporate Solutions, LLC, an affiliate of Nasdaq, or a third-party provider selected by Nasdaq, are the following, as more specifically set forth in paragraphs (c) and (d) below:

Whistleblower Hotline: Companies will receive a financial reporting hotline that provides employees and others with a fully-automated, safe and secure means of reporting incidents and concerns. This service has an approximate retail value of $4,000 per year.

Investor Relations Website: Companies will receive a website with all the necessary content and features to communicate with investors, offering easy access to up-to-date information. Included on this website will be a corporate governance library containing documents such as the Board committees' charters and the Company's code of ethics. These services have a retail value of approximately $17,600 per year.

Disclosure Services: Companies will be provided disclosure services for earnings or other press releases, and the filing of related regulatory reports, with an approximate annual retail value in the amount listed below.

Audio Webcasting: Companies will receive a package of four audio webcasts. These services have a retail value of approximately $7,800 per year.

Market Analytic Tools: Companies will receive a market analytic tool, which integrates corporate shareholder communications, capital market information, investor contact management, and board-level reporting into a unified, easy-to use, workflow environment including mobile device access. This tool also provides information about research and earnings estimates on the company and helps companies identify potential purchasers of their stock using quantitative targeting and qualitative insights. This service has an approximate retail value of $32,500 per year for two users, $45,500 for three users, and $58,500 for four users.

Market Advisory Tools: Certain Companies will receive a choice from the following services.

(i) Stock Surveillance: a stock surveillance package, under which a dedicated analyst will, on a daily basis, utilize a mosaic of public, subscription and issuer-based data sources to monitor the daily movement and settlement activity of the Company's stock, provide alerts on significant increases in trading volume and block trading activity, offer color to any unusual change in stock price, and identify institutional buying and selling of the Company's shares. To fully utilize this service, Companies will have to subscribe to, and separately pay for, certain third party information, which is not included. This service has an approximate retail value of $56,500 per year.

(ii) Global Targeting: Investor targeting specialists will help focus the Company's investor relations efforts on appropriate investors, tailor messaging to their interests and measure the Company's impact on their holdings. The analyst team will help develop a detailed plan aligning the targeting efforts with the Company's long-term ownership strategy. Analysis includes addressable risks and opportunities by region and investor type, and recommendations for where to focus time. This service has a retail value of approximately $48,000 per year.

(iii) Annual Perception Study: Companies will receive an annual perception study designed to identify how the Company is perceived by key stakeholders. Detailed interviews with the institutional investment community will be conducted, featuring quantitative and qualitative questions targeted to the Company's needs. The responses will be analyzed and the Company will be provided with actionable recommendations for enhancing perception in the market and guidance to implement these changes. This service has a retail value of approximately $38,500 per year.

(c) Eligible New Listings

(1) An Eligible New Listing that has a market capitalization less than $750 million will receive the following complimentary services for two years: Whistleblower Hotline, Investor Relations Website, $15,000 per year of Disclosure Services, Audio Webcasting and Market Analytic Tools for two users. The total retail value of these services is approximately $76,900  per year. In addition, one-time development fees of approximately $5,000 to establish the services in the first year will be waived.

(2) An Eligible New Listing that has a market capitalization of $750 million or more but less than $5 billion will receive the following complimentary services for two years: Whistleblower Hotline, Investor Relations Website, $20,000 per year of Disclosure Services, Audio Webcasting, Market Analytic Tools for two users and the choice of one Market Advisory Tool. The total retail value of these services is up to approximately $138,400 per year. In addition, one-time development fees of approximately $5,000 to establish the services in the first year will be waived.

(3) An Eligible New Listing that has a market capitalization of $5 billion or more will receive the following complimentary services for two years: Whistleblower Hotline, Investor Relations Website, $20,000 per year of Disclosure Services, Audio Webcasting, Market Analytic Tools for two users and the choice of two Market Advisory Tools. The total retail value of these services is up to approximately $186,400 per year. In addition, one-time development fees of approximately $5,000 to establish the services in the first year will be waived.

(d) Eligible Switches

(1) An Eligible Switch that has a market capitalization less than $750 million will receive the following complimentary services for two years: Whistleblower Hotline, Investor Relations Website, $15,000 per year of Disclosure Services, Audio Webcasting and Market Analytic Tools for two users. The total retail value of these services is approximately $76,900  per year. In addition, one-time development fees of approximately $5,000 to establish the services in the first year will be waived.

(2) An Eligible Switch that has a market capitalization of $750 million or more but less than $5 billion will receive the following complimentary services for four years: Whistleblower Hotline, Investor Relations Website, $20,000 per year of Disclosure Services, Audio Webcasting, Market Analytic Tools for three users and the choice of one Market Advisory Tool. The total retail value of these services is up to approximately $151,400 per year. In addition, one-time development fees of approximately $5,000 to establish the services in the first year will be waived.

(3) An Eligible Switch that has a market capitalization of $5 billion or more will receive the following complimentary services for four years: Whistleblower Hotline, Investor Relations Website, $20,000 per year of Disclosure Services, Audio Webcasting, Market Analytic Tools for four users and the choice of two Market Advisory Tools. The total retail value of these services is up to approximately $212,400 per year. In addition, one-time development fees of approximately $5,000 to establish the services in the first year will be waived.

(e) If an Eligible New Listing or Eligible Switch begins to use a particular service provided under this IM-5900-7 within 30 days after the date of listing, the complimentary period for that service will begin on the date of first use. In all other cases, the period for each complimentary service shall commence on the listing date. Where a Company can elect from a choice of services, once the Company elects a service it cannot subsequently change to a different alternative, including in a subsequent year. If a company does not use a service in the applicable time period there shall be no refund or other credit for the unused service.

(f) A Company will be considered to be listing on the Global or Global Select Market in conjunction with a business combination that satisfies the conditions in IM-5101-2(b) if:

(i) the Company was listed on the Global Market at the time it completes the business combination that satisfies the conditions in IM-5101-2(b) and remains listed on the Global Market or transfers to the Global Select Market. In this case, the complimentary period shall commence on the date of such business combination; provided, however, that if the Company begins to use a particular service provided under this IM-5900-7 within 30 days after the date of such business combination, the complimentary period for that service will begin on the date of first use; or

(ii) the Company was listed on the Capital Market at the time it completes the business combination that satisfies the conditions in IM-5101-2(b) and it both filed an application to list on the Global or Global Select Market before completing the business combination and it demonstrates compliance with all applicable criteria for the Global or Global Select Market within 60 days of completing the business combination. In this case, the complimentary period shall commence on the date of listing on the Global or Global Select Market; provided, however, that if the Company lists on the Global or Global Select Market and begins to use a particular service provided under this IM-5900-7 within 30 days after the date of the business combination, the complimentary period for that service will begin on the date of first use.

(g) In lieu of the Disclosure Services described above, a Company that listed before April 23, 2018 and that is still receiving services under the rule in effect at that time receives an annual stipend of either $15,000 or $20,000 for use by the Company on Disclosure Services. Such Companies were also offered Monthly Ownership Analytics and Event Driven Targeting as one of the Market Advisory Tools they could have choosen.

Adopted Dec. 15, 2011 (SR-NASDAQ-2011-122); amended July 24, 2014 (SR-NASDAQ-2014-058); amended Sept. 9, 2016 (SR-NASDAQ-2016-098); amended Nov. 21, 2016 (SR-NASDAQ-2016-106); amended Feb. 15, 2018 (SR-NASDAQ-2018-015); amended Mar. 20, 2018 (SR-NASDAQ-2018-023), operative Apr. 23, 2018; amended May 16, 2019 (SR-NASDAQ-2019-040); amended Dec. 3, 2019 (SR-NASDAQ-2019-059); amended Dec. 18, 2020 (SR-NASDAQ-2020-060); amended March 12, 2021 (SR-NASDAQ-2021-002).

IM-5900-8. Services Offered to Acquisition Companies listed under IM-5101-2

Nasdaq, through its affiliate Nasdaq Corporate Solutions, LLC, offers a Company listed under IM-5101-2 ("Acquisition Company") a complimentary global targeting tool, following the public announcement that the company entered into a binding agreement for the business combination intended to satisfy the conditions in IM-5101-2(b) until 60 days following the completion of the business combination, or such time that the Acquisition Company publicly announces that such agreement is terminated.

Through the global targeting tool, investor targeting specialists will help focus the Company's investor relations efforts on appropriate investors, tailor messaging to their interests and measure the Company's impact on their holdings. The analyst team will help develop a detailed plan aligning the targeting efforts with the Company's long-term ownership strategy. Analysis includes addressable risks and opportunities by region and investor type, and recommendations for where to focus time. This service has a retail value of approximately $48,000 per year.

Amended Sep 17, 2020 (SR-NASDAQ-2020-044); amended March 12, 2021 (SR-NASDAQ-2021-002).

IM-5900-9. Board Diversity Services

On December 1, 2020, Nasdaq filed a proposal (SR-Nasdaq-2020-081) to require each listed Company, subject to certain exceptions, to have, or explain why it does not have, at least two diverse directors on its board (the “Diversity Objective”).  A company with five or fewer directors on its board would have to have, or explain why it does not have, at least one diverse director on its board.  In order to help advance diversity on Company boards and to help Companies prepare for and, if approved, comply with the Diversity Objective, Nasdaq offers Eligible Companies complimentary access to two seats of a board recruiting solution, which will allow Companies to identify and evaluate diverse board candidates. Until December 1, 2022, any Eligible Company that requests access to this service through the Nasdaq Listing Center will receive complimentary access for one-year from the initiation of the service.  This service has a retail value of approximately $10,000 per year.  

An Eligible Company is:

(a) any listed Company, except as described below, that represents to Nasdaq that it does not have (i) at least one director who self-identifies as female; and (ii) at least one director who self-identifies as one or more of the following: Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or Two or More Races or Ethnicities, or who self-identifies as lesbian, gay, bisexual, transgender or as a member of the queer community;  

(b) a listed Company that (i) is a Foreign Private Issuer (as defined in Rule 5005(a)(19), or (ii) is considered a foreign issuer under Rule 3b-4(b) under the Act and has its principal executive offices located outside of the United States, if it represents to Nasdaq that it does not have (i) at least one director who self-identifies as female; and (ii) at least one director who self-identifies as one or more of the following: female, an underrepresented individual based on national, racial, ethnic, indigenous, cultural, religious or linguistic identity in the country of the company’s principal executive offices, or lesbian, gay, bisexual, transgender or as a member of the queer community; or

(c) a listed Company that is a Smaller Reporting Company (as defined in Rule 12b-2 under the Act), if it represents to Nasdaq that it does not have (i) at least one director who self-identifies as female, and (ii) at least one director who self-identifies as one or more of the following: female, Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or Two or More Races or Ethnicities, or who self-identifies as lesbian, gay, bisexual, transgender or as a member of the queer community.

Adopted Aug. 6, 2021 (SR-NASDAQ-2021-082).
 
home_footer_links
Copyright_statement
App Store       Google Play       Listing Center Content RSS Feed
The Nasdaq Stock Market, Nasdaq, The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market, ExACT and Exchange Analysis and Compliance Tracking system are trademarks of Nasdaq, Inc.
FINRA® and Financial Industry Regulatory Authority, Inc.® are registered trademarks of Financial Industry Regulatory Authority, Inc. OTCBBTM and OTC Bulletin BoardTM are trademarks of FINRA