Notice2025-23074
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Amend Section 802.01C of the NYSE Listed Company Manual
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
December 17, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 240 (Wednesday, December 17, 2025)</title>
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[Federal Register Volume 90, Number 240 (Wednesday, December 17, 2025)]
[Notices]
[Pages 58669-58671]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23074]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104385; File No. SR-NYSE-2025-43]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Amend Section 802.01C of
the NYSE Listed Company Manual
December 12, 2025.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on December 3, 2025, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Section 802.01C of the NYSE Listed
Company Manual (the ``Manual'') to establish that an issuer must
maintain a minimum trading price per share in order to remain listed on
the Exchange. The proposed rule change is available on the Exchange's
website at <a href="http://www.nyse.com">www.nyse.com</a>, and at the principal office of the Exchange.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
Section 802.01 of the Manual sets forth minimum quantitative and
qualitative continued listing standards for securities listed on the
Exchange. Issuers of common stock are required to maintain certain
quantitative minimum standards related to stockholders,\4\
stockholders' equity and global market capitalization,\5\ and minimum
global market capitalization.\6\ In addition, Section 802.01D of the
Manual also sets forth qualitative continued listing standards related
to, among other things, reduction in operating assets, change in
primary business focus and
[[Page 58670]]
conduct not in keeping with sound public policy.\7\
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\4\ See Section 802.01A of the Manual.
\5\ See Section 802.01B of the Manual.
\6\ Id.
\7\ See Section 1003(c) of the Company Guide [sic].
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While the Exchange believes that its existing rules provide
meaningful assurance that only financially sound and quality issuers
remain listed on the Exchange, it has noticed a recent increase in
companies trading on public markets that have a very low trading price
per share. The Exchange believes that an issuer having this
characteristic is potentially susceptible to manipulation and more
likely to experience trading volatility in its shares. As such, the
Exchange now proposes to amend Section 802.01C to specify that an
issuer must maintain a certain minimum trading price per share in order
to remain listed on the Exchange.
Section 802.01C of the Manual states that a company will be
considered to be below compliance standards if the average closing
price of a security as reported on the consolidated tape is less than
$1.00 over a consecutive 30 trading-day period (the ``Price
Criteria''). Once notified of its noncompliance with the Price
Criteria, a company must bring its share price and average share price
back above $1.00 by six months following receipt of the notification. A
company must notify the Exchange of its intent to cure the Price
Criteria deficiency and can regain compliance at any time during the
six-month cure period if on the last trading day of any calendar month
during the cure period the company has a closing share price of at
least $1.00 and an average closing share price of at least $1.00 over
the 30 trading-day period ending on the last trading day of that month.
In the event that at the expiration of the six-month cure period, both
a $1.00 closing share price on the last trading day of the cure period
and a $1.00 average closing share price over the 30 trading-day period
ending on the last trading day of the cure period are not attained, the
Exchange will commence suspension and delisting procedures.
The Exchange maintains an ongoing dialogue with companies
approaching noncompliance with the Price Criteria as well as companies
working through a cure period. Regardless of where an issuer stands in
its cure period, in the event that a stock trades below $0.10 per
share, the Exchange promptly initiates suspension and delisting
procedures. Recently, the Exchange has become aware of an increasing
industry-wide trend of low-priced stocks trading on national securities
exchanges. The Exchange believes that low priced stocks have a greater
chance of being manipulated or experiencing trading volatility.
Accordingly, the Exchange believes it is appropriate to establish a
minimum trading price for a security to remain listed on the Exchange.
The Exchange proposes to amend Section 802.01C of the Manual to
specify that if a security's close price per share is less than $0.25
(the ``Minimum Trading Price'') on any trading day, the Exchange will
immediately suspend trading and commence delisting proceedings. In the
Exchange's experience securities that trade at abnormally low prices
are typically unable to recover to any meaningful degree. Accordingly,
the Exchange proposes to specify in Section 802.01C that a security
that closes below the Minimum Trading Price will not be entitled to
submit a plan to regain compliance pursuant to Sections 802.02 and
802.03 of the Company Guide. The Exchange proposes to make this change
effective October 1, 2026. Providing a transition period before the
rule is effective will afford issuers time to implement reverse stock
splits to increase their share price before the new requirement is in
place. The Exchange notes that its rules prohibiting one or more
reverse stock splits with a cumulative ratio of 200 shares or more to
one in a two-year period will remain in place.\8\
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\8\ See Section 1003(f)(vi) of the Company Guide [sic].
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The Exchange also proposes to clarify that, consistent with its
general authority under Section 802.1D of the Manual to suspend trading
in the event of any condition that makes further dealings on the
Exchange inadvisable or unwarranted, it may suspend trading in a
security that has experienced a precipitous decline and is at an
abnormally low level even if such security has not fallen below the
Minimum Trading Price at the market close. In the Exchange's
experience, under those conditions a security's trading price is
generally unable to recover and it is appropriate for the Exchange to
take action.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Securities Exchange Act of 1934 (the ``Act'') generally \9\
and furthers the objectives of Section 6(b)(5) of the Act \10\ in
particular, in that it is designed to promote just and equitable
principles of trade, 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.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(5).
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In particular, the Exchange believes that establishing a Minimum
Trading Price for securities listed on the Exchange is designed to
protect investors and the public interest and to remove impediments to
and perfect the mechanism of a free and open market and a national
market system because the Exchange believes that companies with a very
low price per share are more susceptible to trading volatility and
market manipulation. By adopting clear standards that prohibit such
companies from remaining listed on the Exchange, the Exchange is
therefore protecting investors and the public interest.
As discussed above, the Exchange believes that securities that
trade below the Minimum Trading Price are more susceptible to trading
volatility and market manipulation. The Exchange believes it is
appropriate to establish a clear continued listing standard in this
regard to limit the likelihood of problematic trading and provide
clarity to listed issuers. Further, the Exchange believes it is
appropriate to provide issuers with a transition period before
effectiveness of the Minimum Trading Price requirement to afford time
to implement a reverse stock split in anticipation of the new
requirement.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange notes that the
proposed amendment would establish a minimum trading price standard for
issuers listed on the Exchange. The Exchange believes that securities
that trade at very low prices are more likely to experience trading
volatility and potentially be the subject of manipulation. The Exchange
believes it is appropriate to address these concerns with the adoption
of clear continued listing standards. The Exchange does not believe its
proposed rules would impose any burden on competition as all exchanges
that list equity securities maintain a set of continued listing
standards appropriate for companies listed on their respective
exchange.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
[[Page 58671]]
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) by order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#0371766f662e606c6e6e666d7770437066602d646c75"><span class="__cf_email__" data-cfemail="453730292068262a2828202b3136053620266b222a33">[email protected]</span></a>. Please include
file number SR-NYSE-2025-43 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-NYSE-2025-43. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the filing will be available for inspection and
copying at the principal office of the Exchange. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection. All submissions
should refer to file number SR-NYSE-2025-43 and should be submitted on
or before January 7, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23074 Filed 12-16-25; 8:45 am]
BILLING CODE 8011-01-P
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