Notice2025-23526
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and Immediate Effectiveness of Proposed Change To Amend Sections 140 and 141 of the NYSE American Company Guide
Primary source
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Published
December 22, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 243 (Monday, December 22, 2025)</title>
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[Federal Register Volume 90, Number 243 (Monday, December 22, 2025)]
[Notices]
[Pages 59918-59920]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23526]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104432; File No. SR-NYSEAMER-2025-73]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing and Immediate Effectiveness of Proposed Change To Amend Sections
140 and 141 of the NYSE American Company Guide
December 17, 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 11, 2025, NYSE American LLC (``NYSE American'' 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 Sections 140 and 141 of the NYSE
American Company Guide (the ``Company Guide'') to amend the original
and annual listing fees for stock issues. 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
The Exchange proposes to amend Sections 140 and 141 of the Company
Guide to amend the original and annual listing fees for stock issues.
The proposed changes will take effect from the beginning of the
calendar year commencing on January 1, 2026.
The Exchange currently charges original listing fees for stock
issues on a tiered schedule based on the number of shares outstanding.
At the low end of the fee schedule, an original listing fee of $50,000
is charged when there are less than 5,000,000 shares outstanding. At
the top of the fee schedule, an original listing fee of $75,000 is
charged when there are more than 15,000,000 shares outstanding. There
are two intermediate tiers.
The Exchange proposes to eliminate the tiered schedule and charge a
flat original listing fee of $75,000 for all stock issues.\4\
Transitioning to a flat original listing fee will simplify the
Exchange's administrative process for billing original listing fees and
also provide greater clarity to issuers seeking a listing on the
Exchange. Further, in recent years, the substantial majority of issuers
seeking to list a stock issue on the Exchange have had more than
15,000,000 shares outstanding and were therefore subject to the top
tier of the original listing fee schedule and the Exchange infrequently
lists new classes of warrants. Accordingly, the proposed adoption of a
flat original listing fee for stock issues and warrants is unlikely to
have any meaningful impact on the fees paid by new issuers listing on
the Exchange. In addition, the proposed change will not take effect
until January 1, 2026 so all issuers will be on notice of the new fee
schedule.
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\4\ Pursuant to Section 140 of the Company Guide, the original
listing fee for a class of warrants is the same as for a stock
issue. Accordingly, the Exchange proposes to adopt a flat $75,000
original listing fee for a class of warrants.
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The Exchange currently charges an annual fee of $60,000 to issuers
with 50 million or fewer shares outstanding and an annual fee of
$80,000 to issuers with more than 50 million shares outstanding. The
Exchange proposes to amend Section 141 of the Company Guide to increase
the annual fee for
[[Page 59919]]
issuers with 50 million or fewer shares outstanding to $65,000, and to
increase the annual fee for issuers with more than 50 million shares
outstanding to $84,000.
The proposed increase to the annual fee for stock issues reflects
increases in the costs the Exchange incurs in providing services to
listed companies on an ongoing basis including in relation to company
events and advocacy on behalf of listed companies, as well as increases
in the costs of conducting its related regulatory activities. In 2025,
the Exchange increased the number of educational events it hosted for
companies listed on the Exchange and also enhanced its facilities that
can be used by listed companies. The Exchange proposes to make the
aforementioned fee increases to better reflect the Exchange's costs
related to listing equity securities and the corresponding value of
such listing to companies.
The revised annual fee for stock issues will be applied in the same
manner to all issuers with listed securities in the affected categories
and the Exchange believes that the changes will not disproportionately
affect any specific category of issuers.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\5\ in general, and furthers the
objectives of Section 6(b)(4) \6\ of the Act, in particular, in that it
is designed to provide for the equitable allocation of reasonable dues,
fees, and other charges. The Exchange also believes that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\7\ in that
it is designed to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(4).
\7\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Section
140 of the Company Guide to transition to a flat original listing fee
for stock issues because, as noted above, nearly all companies seeking
to list on the Exchange already fall within the top tier of the current
fee schedule. Therefore, the proposed change will not have any
meaningful impact on most issuers seeking to list on the Exchange. In
addition, the proposed change will not take effect until January 1,
2026 so all issuers will be on notice of the new fee schedule.
The Exchange believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Section
141 of the Company Guide to increase the annual fees for listed equity
securities as set forth above because of the increased costs incurred
by the Exchange since it established the current rates.
The Proposed Changes Are Reasonable
The Exchange believes that the proposed changes to the original and
annual fee schedule for listed equity securities are reasonable. In
that regard, the Exchange notes that most issuers seeking to list on
the exchange already pay a $75,000 original listing fee as they have
more than 15,000,000 shares outstanding. The proposed change to adopt a
flat original listing fee and eliminate the current tiered structure
simplifies the Exchange's billing practices and provides improved
clarity to issuers.
Moreover, the Exchange notes that its general costs to support its
listed companies have increased, including due to price inflation. The
Exchange also continues to expand and improve the services it provides
to listed companies. Specifically, the Exchange has (among other
things) increased expenditure on listed companies and the value of an
NYSE American listing by increasing programming for listed companies
and enhancing its conference space which can be utilized by listed
companies.
The Exchange operates in a highly competitive marketplace for the
listing of the various categories of securities affected by the
proposed original and annual fee adjustments. The Commission has
repeatedly expressed its preference for competition over regulatory
intervention in determining prices, products, and services in the
securities markets. Specifically, in Regulation NMS,\8\ the Commission
highlighted the importance of market forces in determining prices and
SRO revenues and, also, recognized that current regulation of the
market system ``has been remarkably successful in promoting market
competition in its broader forms that are most important to investors
and listed companies.'' \9\
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\8\ Securities Exchange Act Release No. 34-51808 (June 9, 2005);
70 FR 37496 (June 29, 2005) (``Regulation NMS'').
\9\ See Regulation NMS, 70 FR at 37499.
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The Exchange believes that the ever-shifting market share among the
exchanges with respect to new listings and the transfer of existing
listings between competitor exchanges demonstrates that issuers can
choose different listing markets in response to fee changes.
Accordingly, competitive forces constrain exchange listing fees. Stated
otherwise, changes to exchange listing fees can have a direct effect on
the ability of an exchange to compete for new listings and retain
existing listings.
Given this competitive environment, the adoption of the proposed
flat original listing fee and increase to the annual listing fee for
equity securities represents a reasonable attempt to address the
Exchange's costs in servicing these listings while continuing to
attract and retain listings.
The Proposal Is an Equitable Allocation of Fees
The Exchange believes its proposal equitably allocates its fees
among its market participants.
The Exchange believes that the proposed amendments to the original
listing fee for stock issues is equitable because the substantial
majority of issuers seeking to list on the Exchange are already paying
the top fee under the current schedule and the proposed change,
therefore, will not have any meaningful impact on any category of
issuer. Further, the annual fees for equity securities are equitable
because they do not change the existing framework for such fees, but
simply increase the amount of the annual fee to reflect increased
operating costs. Similarly, as the fee structure remains effectively
unchanged apart from the proposed increases in the rates paid by all
issuers, the changes to the annual fee for equity securities neither
target nor will they have a disparate impact on any particular category
of issuer. Lastly, the proposed change will not take effect until
January 1, 2026 so all issuers will be on notice of the new fee
schedule.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory. The proposed fee changes are not unfairly
discriminatory among issuers of operating company equity securities
because the same fee schedules will apply to all such issuers. Further,
the Exchange operates in a competitive environment and its fees are
constrained
[[Page 59920]]
by competition in the marketplace. Other venues currently list all of
the categories of securities covered by the proposed fees and if a
company believes that the Exchange's fees are unreasonable it can
decide either not to list its securities or to list them on an
alternative venue.
For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.
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 proposed rule change is
designed to ensure that the fees charged by the Exchange accurately
reflect the services provided and benefits realized by listed issuers.
The market for listing services is extremely competitive. Each listing
exchange has a different fee schedule that applies to issuers seeking
to list securities on its exchange. Issuers have the option to list
their securities on these alternative venues based on the fees charged
and the value provided by each listing. Because issuers have a choice
to list their securities on a different national securities exchange,
the Exchange does not believe that the proposed fee changes impose a
burden on competition.
Intramarket Competition
The proposed amended fees will be charged to all listed issuers on
the same basis. The Exchange does not believe that the proposed amended
fees will have any meaningful effect on the competition among issuers
listed on the Exchange.
Intermarket Competition
The Exchange operates in a highly competitive market in which
issuers can readily choose to list new securities on other exchanges
and transfer listings to other exchanges if they deem fee levels at
those other venues to be more favorable. Because competitors are free
to modify their own fees, and because issuers may change their chosen
listing venue, the Exchange does not believe its proposed fee change
can impose any burden on intermarket competition
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.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Pursuant to Section 19(b)(3)(A)(ii) of the Act,\10\ and Rule 19b-
4(f)(2) thereunder \11\ the Exchange has designated this proposal as
establishing or changing a due, fee, or other charge imposed on any
person, whether or not the person is a member of the self-regulatory
organization, which renders the proposed rule change effective upon
filing. At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
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\10\ 15 U.S.C. 78s(b)(3)(A)(ii).
\11\ 17 CFR 240.19b-4.
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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#4b393e272e66282426262e253f380b382e28652c243d"><span class="__cf_email__" data-cfemail="344641585119575b5959515a4047744751571a535b42">[email protected]</span></a>. Please include
file number SR-NYSEAMER-2025-73 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-NYSEAMER-2025-73. 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-NYSEAMER-2025-73 and should be submitted
on or before January 12, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23526 Filed 12-19-25; 8:45 am]
BILLING CODE 8011-01-P
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