Notice2026-02221
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing of a Proposed Rule Change To Amend the Initial Listing Standards Set Forth in Sections 101 and 102 of the NYSE American Company Guide
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Published
February 4, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 23 (Wednesday, February 4, 2026)</title>
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[Federal Register Volume 91, Number 23 (Wednesday, February 4, 2026)]
[Notices]
[Pages 5119-5122]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-02221]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104760; File No. SR-NYSEAMER-2026-02]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing of a Proposed Rule Change To Amend the Initial Listing Standards
Set Forth in Sections 101 and 102 of the NYSE American Company Guide
January 30, 2026.
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 January 29, 2026, NYSE American LLC (``NYSE American'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') a proposed rule change as described in Items I and II
below, which Items have been prepared by the Exchange. 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 the initial listing standards set
forth in Sections 101 and 102 of the NYSE American Company Guide
(``Company Guide''). The proposed rule change is available on the
Exchange's website at <a href="http://www.nyse.com">www.nyse.com</a>, at the principal office of the
Exchange, and at the Commission's Public Reference Room.
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
Initial Listing Standards
The Exchange proposes several amendments to Section 101 of the
Company Guide to increase the Exchange's requirements for initial
listing and help ensure adequate liquidity for listed securities. The
Exchange's proposed revisions include adding the minimum stock price
and market value of publicly-held shares initial listing requirements
to Section 101. Therefore, the Exchange proposed to remove these
requirements from Section 102.
Unrestricted Publicly-Held Shares Requirements for Initial Listing.
The Exchange proposes to adjust all of the market value of publicly-
held shares requirements for initial listing in Section 101 of the
Company Guide so that they can be met only on the basis of unrestricted
publicly-held shares. In connection with this new listing requirement,
the Exchange proposes to add to Section 101 four new definitions to
define ``publicly-held shares,'' ``restricted securities,''
``unrestricted securities'' and ``unrestricted publicly-held shares.''
The proposed definitions are substantively identical to those included
in the rules of Nasdaq.\4\
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\4\ See Nasdaq Stock Market Rule 5005(a).
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The Exchange also proposes to make changes to Sections 102 and
1003(b)(i) to clarify that the proposed definition of Publicly-Held
Shares in Section 101 is also applicable to those sections.
Specifically, Section 1003(b)(i)(A) currently provides that a listed
common stock will normally be subject to delisting procedures if the
number of shares publicly held (exclusive of holdings of officers,
directors, controlling shareholders or other family or concentrated
holdings) is less than 200,000. As amended, this provision will be
applied when the number of Publicly-Held Shares (as defined in Section
101 as proposed to be amended) is less than 200,000. Section 1003
(b)(i)(B) currently provides that a listed common stock will normally
be subject to delisting procedures if the total number of public
shareholders is less than 300. As amended, this provision will apply if
the total number of holders of Publicly-Held shares holders (as defined
in Section 101 as proposed to be amended) is less than 300. Section
1003(b)(i)(C) currently provides that a listed common stock will
normally be subject to delisting procedures if the aggregate market
value of shares publicly held is less than $1,000,000 for more than 90
consecutive days. As amended, this provision will provide for delisting
where the aggregate market value of Publicly-Held Shares (as defined in
Section 101 as proposed to be amended) is less than $1,000,000 for more
than 90 consecutive days.
``Publicly-held shares'' as proposed will mean shares not held
directly or indirectly by an officer, director or any person who is the
beneficial owner of more than 10 percent of the total shares
outstanding. Determinations of beneficial ownership in calculating
publicly held shares shall be made in accordance with Rule 13d-3 under
the Exchange Act. This proposed definition supersedes and differs in
certain respects from the current definition of ''public shareholders''
set forth in Section 102, which provides that public shareholders
include both shareholders of record and beneficial holders, but are
exclusive of the holdings of officers, directors, controlling
shareholders and other concentrated (i.e., 10% or greater), affiliated
or family holdings. Currently, securities subject to resale
restrictions are not excluded from the Exchange's market value of
publicly-held shares calculations for initial listing under Section 101
of the Company Guide. However, such securities are not freely
transferrable or available for outside investors to purchase and
therefore do not truly contribute to a security's liquidity upon
listing. Consequently, a security with a substantial number of
restricted securities could satisfy the Exchange's initial listing
requirements related to liquidity and list on the Exchange, even though
there could be few freely tradable shares, resulting in a security
listing on the Exchange that is illiquid. The Exchange is concerned
because illiquid securities may trade infrequently, in a more volatile
manner and with a wider bid-ask spread, all of which may result in
trading at prices that may not reflect the security's true market
value. Less liquid securities also may be more susceptible to price
manipulation, as a relatively small amount of trading activity can have
an inordinate effect on market prices.
To address this concern, the Exchange is proposing to adopt a new
definition of ``restricted securities,'' which includes any securities
subject to resale restrictions for any reason, including, but not
limited to, restricted securities (1) acquired directly or indirectly
from the issuer or an affiliate of the issuer in unregistered offerings
such as private
[[Page 5120]]
placements or Regulation D offerings; \5\ (2) acquired through an
employee stock benefit plan or as compensation for professional
services; \6\ (3) acquired in reliance on Regulation S, which cannot be
resold within the United States; \7\ (4) subject to a lockup agreement
or a similar contractual restriction; \8\ or (5) considered
``restricted securities'' under Rule 144.\9\ The Exchange is also
proposing to adopt a new definition of ``unrestricted securities'' at
Section 102(b), which means securities that are not restricted
securities. Finally, the Exchange proposes adding a new definition of
``unrestricted publicly held shares'' in Section 101, which would be
defined as publicly held shares excluding the newly defined
``unrestricted securities.'' The Exchange proposes that all of the
existing publicly-held shares requirements set forth in the initial
listing standards 2-4 in Section 101 of the Company Guide will be
replaced by numerically identical requirements to be met based on
unrestricted publicly-held shares. With respect to initial listing
standard 1, the Exchange proposes that the existing publicly-held
shares requirement contained in Section 102(b) will be replaced with a
minimum standard of $15,000,000 and moved to Section 101(a).\10\
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\5\ See, e.g., 17 CFR 230.144(a)(3)(i) and (ii), which states
that securities issued in transactions that are not a public
offering or under Regulation D are considered restricted securities.
\6\ See, e.g., 17 CFR 230.701(g), which states that securities
issued pursuant to certain compensatory benefit plans and contracts
relating to compensation are considered restricted securities.
\7\ See 17 CFR 230.144(a)(3)(v), which states that securities of
domestic issuers acquired in a transaction in reliance on Regulation
S are considered restricted securities.
\8\ Securities issued in such transactions would typically
include a ``restrictive'' legend stating that the securities cannot
be freely resold unless they are registered with the SEC or in a
transaction exempt from the registration requirements, such as the
exemption available under Rule 144.
\9\ See generally Securities and Exchange Commission Investor
Publications, Rule 144: Selling Restricted and Control Securities
(January 16, 2013), available at: <a href="https://www.sec.gov/reportspubs/investor-publications/investorpubsrule144htm.html">https://www.sec.gov/reportspubs/investor-publications/investorpubsrule144htm.html</a>.
\10\ Section 102(b) currently requires an aggregate market value
of publicly-held shares of $3,000,000 for applicants seeking to
qualify for listing pursuant to Section 101(a).
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As a result of the foregoing, only securities that are freely
transferrable will be included in the calculation of publicly-held
shares to determine whether a company satisfies the Exchange's initial
listing criteria. The Exchange believes that excluding restricted
securities will better reflect the liquidity of, and investor interest
in, a security and therefore will better protect investors. The
Exchange notes that Nasdaq previously adopted identical definitions of
``restricted securities,'' ``unrestricted publicly-held shares,'' and
``unrestricted securities'' in its rules and adjusted all of its
publicly-held shares requirements to represent requirements for
unrestricted publicly-held shares.\11\
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\11\ See Securities Exchange Act Release No. 86314 (July 5,
2019), 84 FR 33102 (July 11, 2019) (approving SR-NASDAQ-2019-009).
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Unrestricted Publicly-Held Shares Requirements for Companies
Listing in Connection with an Underwritten Public Offering. In the case
of a company listing in connection with a public offering, previously
issued shares (``Already Outstanding Shares'') that are not held by an
officer, director or 10% shareholder of the company, are currently
counted as publicly-held shares for initial listing purposes under
Section 101. For purposes of calculating a company's publicly-held
shares, any publicly-held Already Outstanding Shares are additive to
the shares being sold in the offering.
The market value of publicly-held shares standards are meant to
ensure that there is sufficient liquidity to provide price discovery
and support an efficient and orderly market for the company's
securities. The Exchange has observed that previously non-public
companies that must rely on Already Outstanding Shares in order to meet
the applicable market value of publicly-held shares requirement
generally have experienced higher volatility on the date of listing
than those of similarly situated companies that meet the requirement
solely on the basis of offering proceeds. The Exchange believes that,
in some cases, Already Outstanding Shares may not contribute to
liquidity to the same degree as shares sold in a public offering
because Already Outstanding Shares are typically held by longer-term
investors. As such, the Exchange believes it is appropriate to modify
the rules to exclude Already Outstanding Shares from the calculation of
market value of publicly-held shares for initial listing of companies
listing in connection with a public offering.
Consequently, the Exchange proposes to adopt a requirement that any
company listing in connection with an initial public offering (``IPO'')
(including through the issuance of American Depository Receipts) or
other underwritten public offering must have a market value of
unrestricted publicly-held shares of at least $15,000,000.\12\ This
requirement must be satisfied from the offering proceeds. Issuers
listing under Standard 4 are subject to an additional requirement to
have $20,000,000 in market value of publicly-held shares.\13\
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\12\ The Exchange notes that companies listing on the Nasdaq
Capital Market must have a market value of unrestricted publicly-
held securities of $15 million. Companies listing in conjunction
with an initial public offering must meet this requirement solely
with the offering proceeds. See Nasdaq Stock Market Rules
5505(b)(1)(B), 5505(b)(2)(C), and 5505(b)(3)(C).
\13\ See Company Guide Section 101(d)(2)).
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The Exchange proposes that a listing in connection with an IPO or
other underwriting offering should be required to have proceeds of at
least $15,000,000 representing only unrestricted publicly-held shares,
as it has been the Exchange's experience that the market for securities
that list after offerings that are smaller than that size has tended to
be less liquid and those companies are more likely to fall below
compliance with continued listing standards.\14\
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\14\ The Proposed approach is consistent with a recently-adopted
amendment to the Nasdaq listing rules. See Securities Exchange Act
Release No. 102622 (March 12, 2025), 90 FR 12608 (March 18, 2025)
(approving SR-NASDAQ-2024-084).
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$4.00 Stock Price for Initial Listing. Currently, the Exchange
requires a minimum market price of $3.00 per share for applicants
seeking to qualify for listing pursuant to Section 101 (a), (b) or (d)
and a minimum market price of $2.00 per share for applicants seeking to
qualify for listing pursuant to Section 101(c). The Exchange proposes
to amend these requirements to provide that companies seeking to list
will be required to have a minimum market price of $4.00 per share. The
Exchange has noted that companies that have listed with a share price
of less than $4.00 are more likely over time to trade at abnormally low
price levels, which makes them potentially susceptible to manipulation.
The Exchange notes that the proposed $4.00 stock price requirement
is consistent with the initial listing requirement for all common stock
listings on the NYSE \15\ and for the listing of companies on Nasdaq
Capital Market \16\ subject to the exception from the penny stock rule.
The proposed $4.00 stock price is also consistent with the price
requirement to meet the exception from the definition of penny stock in
Rule 3a51-1(a)(2).\17\
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\15\ See Section 102.01B of the NYSE Listed Company Manual
(``NYSE Manual'').
\16\ See Nasdaq Stock Market Rules 5505(a)(1)(A) and (B).
\17\ See 17 CFR 240.3a51-1(a)(2)(i)(C). Securities listed on the
Exchange are included in the ``grandfather'' exception to the
definition of penny stock in Rule 3a51-1(a)(1) for securities
registered or listed ``on a national securities exchange that has
been continuously registered as a national securities exchange since
April 20, 1992 * * * and * * * has maintained quantitative listing
standards that are substantially similar to or stricter than those
listing standards that were in place on that exchange on January 8,
2004.''
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Measurement of Total Market Capitalization and Stock Price
Requirements. Initial Listing Standard 3 requires a total market
capitalization of $50,000,000. Initial Listing Standard 4 requires
applicants to have either (i) $75,000,000 in total market
capitalization or (ii) total assets and total revenue of $75,000,000
each in its last fiscal year, or in two of its last three fiscal years.
In applying these total market capitalization standards when a company
lists in connection with an IPO or other underwritten offering, the
Exchange uses the public offering price for determining whether the
company has met the total market capitalization requirement. However,
Initial Listing Standards 3 and 4 do not currently specify how total
market capitalization should be calculated when listing a company that
is publicly-traded on the over-the-counter market or is transferring
from another national securities exchange. The Exchange proposes to
amend Initial Listing Standards 3 and 4 to provide that applicants
under those listing standards must have a total market capitalization
that meets the applicable requirement for 90 consecutive trading days
prior to applying for listing and must also meet the proposed $4 price
requirement over that same period. The Exchange notes that the proposed
approach is the same as that adopted by the NYSE in applying its Global
Market Capitalization Test for initial listing \18\ and by Nasdaq
Capital Market in listing companies that qualify solely under its
Market Value of Listed Securities Standard.\19\
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\18\ See NYSE Manual Section 102.01C(II).
\19\ See Nasdaq Stock Market Rule 5505(b)(2)(A).
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\20\ in general, and furthers the
objectives of Section 6(b)(5) of the Act \21\ in particular, 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.
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\20\ 15 U.S.C. 78f(b).
\21\ 15 U.S.C. 78f(b)(5).
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Unrestricted Publicly-Held Shares Requirements for Initial Listing.
The Exchange believes that the proposal to modify the initial listing
requirements with respect to (i) the market value of publicly-held
shares so that they relate instead to the market value of unrestricted
publicly-held shares and (ii) the adoption a $15,000,000 market value
of unrestricted publicly-held shares requirement for the listing of
companies in connection with IPOs or other underwritten offerings
satisfied solely from the proceeds of the offering, are each consistent
with Section 6(b)(5) of the Act because the Exchange believes that the
changes will likely result in less volatile trading of affected
companies upon listing. The market value of publicly-held shares
standards are among the core liquidity requirements within the Exchange
listing rules designed to ensure that there is sufficient liquidity to
provide price discovery and support an efficient and orderly market for
the company's securities. Based on the Exchange's experience, companies
that meet the applicable market value of publicly-held shares
requirement only by including Already Outstanding Shares are generally
more likely to be subject to volatile trading on the date of listing
than similarly situated companies that meet the requirement with only
the proceeds from the offering. The Exchange believes that this
proposed change will help ensure that the initial pool of liquidity
available for trading meets or exceeds the minimum applicable market
value of unrestricted publicly-held shares requirement.
In connection with this new listing requirement, the Exchange
proposes to add to Section 101 four new definitions to define
``publicly-held shares,'' ``restricted securities,'' ``unrestricted
securities, and ``unrestricted publicly-held shares.'' The proposed
definitions are substantively identical to those included in Nasdaq
Stock Market Rule 5005(a).
$4.00 Stock Price for Initial Listing. The Exchange has noted that
companies that have listed with a share price of less than $4.00 are
more likely over time to trade at abnormally low price levels, which
makes them potentially susceptible to manipulation. The Exchange
believes that the proposed $4.00 initial price requirement will make it
less likely that an issuer's stock price will subsequently fall to an
abnormally low level.
Measurement of Total Market Capitalization and Stock Price
Requirements. The Exchange believes that the proposal to amend Listing
Standards 3 and 4 to provide that applicants under those listing
standards must have a total market capitalization that meets the
applicable requirement for 90 consecutive trading days prior to
applying for listing and must also meet the proposed $4.00 price
requirement over that same period provides greater clarity and
certainty as to the application of those rules. The Exchange notes that
the proposed approach is the same as that adopted by the NYSE in
applying its Global Market Capitalization Test for initial listing \22\
and by Nasdaq Capital Market in listing companies that qualify solely
under its Market Value of Listed Securities Standard.\23\
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\22\ See NYSE Listed Company Manual Section 102.01C(II).
\23\ See Nasdaq Stock Market Rule 5505(b)(2)(A).
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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 not necessary or appropriate in
furtherance of the purposes of the Act. All domestic and foreign
companies seeking to list or having continuous listings of equity
securities would be affected in the same manner by these changes. To
the extent that companies prefer listing on a market with these
proposed listing standards, other exchanges can choose to adopt similar
enhancements to their requirements. As such, these changes are neither
intended to, nor expected to, impose any burden on competition between
exchanges.
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
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 Exchange consents, the Commission will:
A. by order approve or disapprove such 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,
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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#0270776e672f616d6f6f676c7671427167612c656d74"><span class="__cf_email__" data-cfemail="ccbeb9a0a9e1afa3a1a1a9a2b8bf8cbfa9afe2aba3ba">[email protected]</span></a>. Please include
file number SR-NYSEAMER-2026-02 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-2026-02. 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-2026-02 and should be submitted
on or before February 25, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\24\
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\24\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-02221 Filed 2-3-26; 8:45 am]
BILLING CODE 8011-01-P
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