Lombard loans in United States.
Private, securities-backed credit against United States-listed shares — pledged, not sold, with ownership retained.
A Lombard loan against United States-listed shares is credit secured by a pledge of equity listed on the NYSE, Nasdaq. The holder pledges the shares as collateral, draws cash against a fraction of their market value, keeps beneficial ownership and dividends subject to structuring, and recovers the position in full on repayment. It is a loan against shares rather than a sale of them — the Geneva private-banking form of what is elsewhere called a share-backed loan.
- Lombard loans are arranged against shares listed on the NYSE, Nasdaq (NYSE / Nasdaq).
- The pledge is not a sale: ownership, dividends, and the upside stay with the holder.
- Loan-to-value is calibrated to the specific position, funded in USD or cross-currency.
- Structured under the SEC regime, with disclosure from 5%.
Eligible collateral and venues
Lombard Financing arranges facilities against equity listed on the principal United States venues: New York Stock Exchange (NYSE); Nasdaq Stock Market (Nasdaq). Eligibility at the position level turns on the liquidity and free float of the specific line, its volatility, and the size of the holding relative to its typical traded volume — the same variables that drive the loan-to-value.
Regulator and disclosure
Shares listed in United States are regulated by U.S. Securities and Exchange Commission (SEC). Substantial-shareholding disclosure is triggered from 5%, and a pledge over a large line is structured with that reporting regime in view so that the transaction remains discreet and compliant. Where a holding sits near a control or takeover threshold, the structure is arranged to avoid disturbing the position.
Funding, custody, and structuring
Facilities are typically arranged for a tenor of twelve to thirty-six months, funded in USD or in another currency on a cross-currency basis. Throughout the facility the pledged shares are held by a qualified custodian under bankruptcy-remote arrangements, so the security is clean and the holder’s ownership is preserved. Non-recourse, limited-recourse, and full-recourse structures are available, and the choice interacts with the loan-to-value and the pricing. One distinction is worth drawing at the outset: this is not a stock loan in the securities-lending sense, where title passes to a borrower who may on-lend or short the line. Here the shares are pledged and remain the holder’s throughout, as the comparison of Lombard, margin, and stock-loan structures sets out.
| Listing venue(s) | New York Stock Exchange (NYSE); Nasdaq Stock Market (Nasdaq) |
|---|---|
| Regulator | U.S. Securities and Exchange Commission (SEC) |
| Currency | USD (cross-currency available) |
| Disclosure threshold | From 5% substantial-holding disclosure |
| Principal indices | S&P 500, Dow Jones Industrial Average, NYSE Composite; Nasdaq-100, Nasdaq Composite |
| Indicative tenor | 12–36 months, renewable by agreement |
| Recourse | Non-recourse / limited-recourse / full-recourse |
Detail by listing venue
Each venue has a page of its own, setting out how securities-backed credit is arranged against shares admitted there — the disclosure regime, the settlement and custody chain, the eligible segments, and the currency in which a loan against shares is normally drawn.
- Lombard loans against NYSE-listed shares — New York Stock Exchange, New York. SEC-regulated, with disclosure from 5%; indices S&P 500, Dow Jones Industrial Average, NYSE Composite.
- Lombard loans against Nasdaq-listed shares — Nasdaq Stock Market, New York. SEC-regulated, with disclosure from 5%; indices Nasdaq-100, Nasdaq Composite.
Considering a Lombard loan against a United States-listed position?
Request terms →The listing venues in United States.
NYSE
New York Stock Exchange — New York. Regulator: SEC.
NYSE Lombard loans →Nasdaq
Nasdaq Stock Market — New York. Regulator: SEC.
Nasdaq Lombard loans →Lombard loans across Americas.
On this market, specifically.
The market and its listed universe
US listed equity trades across the New York Stock Exchange, Nasdaq, NYSE American, NYSE Arca and the Cboe venues, with order flow fragmented across those books and off-exchange. The benchmarks are the S&P 500, the Dow Jones Industrial Average, the Nasdaq-100 and Composite, and the Russell 2000 for smaller names. What sets the market apart for anyone borrowing against shares is dispersion: most large caps carry a free float close to their full share count, with index managers and pension funds populating the register rather than a family. The concentrated blocks that do exist are usually dual-class founder stakes, post-IPO sponsor holdings or legacy family lines, and it is those holders, not institutions, who look at securities-backed lending.
Who borrows against listed shares here
Concentrated US positions belong overwhelmingly to individuals rather than institutions: founders holding super-voting stock after an IPO, executives whose net worth has accumulated in restricted stock and options, venture and buyout principals who received shares in kind when a fund distributed, and families still holding a legacy industrial or media line generations after the float. Their common problem is that selling is expensive and conspicuous. A large disposal crystallises federal and state capital gains, must run through Rule 144 volume limits for an affiliate, appears on a Form 4 within two business days, and is read by the market as a signal. A loan against listed shares answers the liquidity need without any of that.
Disclosure and regulation
In the United States a holder crossing 5% of a listed class files a beneficial-ownership report — Schedule 13D, or the short-form Schedule 13G for passive holders — under Section 13(d) of the Securities Exchange Act of 1934. A Lombard pledge does not, of itself, transfer beneficial ownership, so a private client’s reported position ordinarily continues undisturbed; what merits attention is any shift in voting or investment power the arrangement might imply, and the insider-trading and affiliate-resale constraints that attach to founders and officers. The structure is arranged so the disclosed holding, and its 13D or 13G character, are preserved.
The legal form of the security
Security over US listed shares is a consensual security interest under Article 9 of the Uniform Commercial Code, attaching by a written security agreement and perfected by control of the securities account rather than by filing alone. Control is what gives the lender priority over a competing filed financing statement, which is why account control agreements are the market standard in share-backed financing. Two overlays deserve counsel’s attention. Federal Reserve Regulation U governs credit extended by banks secured by margin stock and distinguishes purpose from non-purpose credit; and where the borrower is an affiliate, any enforcement sale runs into Rule 144 and Section 16. Ask counsel how the chosen governing law and the relevant state law interact.
Custody and how security is taken
Almost all US listed shares sit in book-entry form at The Depository Trust Company, part of DTCC, registered on the issuer’s books in the nominee name Cede & Co. Investors hold indirectly through a broker or custodian, so what a client actually owns is a security entitlement against that intermediary under Article 8 of the Uniform Commercial Code. Trades clear through NSCC and settle on a T+1 cycle. A lender takes security not by moving certificates but by obtaining control under UCC Article 9 — typically a tri-party account control agreement with the custodian, which perfects the interest and fixes priority without the shares leaving the client’s account or the register changing.
Currency and cross-border considerations
The dollar moves without exchange control: there is no approval regime for a non-resident borrowing against a US-listed line, no registration of inbound or outbound capital, and no restriction on repatriating loan proceeds or sale proceeds. The frictions are compliance rather than capital-flow ones — sanctions screening, beneficial-ownership verification, and the documentation a US custodian requires from a non-resident account holder. For a client whose spending sits in euros, sterling or a Gulf currency, a facility drawn against dollar collateral can be taken in another currency, which turns the exposure from a regulatory question into a hedging one worth pricing before drawdown rather than discovering later.
Tax questions to put to your adviser
The United States imposes no stamp duty or transfer tax on share transfers, so the classic UK-style question does not arise. The questions worth putting to a US tax adviser are different ones. Does the structure risk being treated as a disposal rather than a financing — the constructive-sale rules for appreciated financial positions are the relevant hazard, and they bite on collar-like and prepaid-forward features rather than on a plain pledge. Is interest expense deductible on the client’s particular facts. For a non-resident, what withholding applies to US-source dividends on the pledged line, whether a treaty reduces it, and what certification the custodian requires under the withholding and FATCA regimes.
General information only — not tax advice. Treatment turns on your own circumstances and residence, and on law that changes.
An illustrative example
Consider a founder whose wealth sits in a single Nasdaq-listed line acquired at a low basis, who wants to fund a property purchase and a new venture without selling. Rather than filing a Form 4 and running a disposal through Rule 144 volume limits, the shares stay in the existing custody account and a control agreement is put in place over it. The client keeps the votes, the dividends and the upside; the facility is drawn as needed and repaid from a later, planned liquidity event. The illustration is about the mechanics of borrowing against shares, not about any size, ratio or price.
Illustrative only — not an offer, a quotation, or a commitment to lend.