Notice2026-05479
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing of Amendment Nos. 1, 2 and 3 and Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment Nos. 1, 2, and 3, To Amend Sections 1003 and 1009 of the NYSE American Company Guide
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
March 20, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 54 (Friday, March 20, 2026)</title>
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[Federal Register Volume 91, Number 54 (Friday, March 20, 2026)]
[Notices]
[Pages 13648-13651]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-05479]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105034; File No. SR-NYSEAMER-2025-72]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing of Amendment Nos. 1, 2 and 3 and Order Instituting Proceedings
To Determine Whether To Approve or Disapprove a Proposed Rule Change,
as Modified by Amendment Nos. 1, 2, and 3, To Amend Sections 1003 and
1009 of the NYSE American Company Guide
March 17, 2026.
I. Introduction
On December 3, 2025, NYSE American LLC (``NYSE American'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend Section 1003 of the NYSE American Company
Guide (``Company Guide''). The proposed rule change was published for
comment in the Federal Register on December 17, 2025.\3\ On January 22,
2026, the Exchange filed Amendment No. 1 to the proposed rule change,
which superseded the original proposed rule change in its entirety.\4\
On January 28, 2026, pursuant to Section 19(b)(2) of the Act,\5\ the
Commission designated a longer period within which to take action on
the proposed rule change.\6\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 104386 (Dec. 12,
2025), 90 FR 58648. Comments received on the proposed rule change
are available at: <a href="https://www.sec.gov/rules-regulations/public-comments/sr-nyseamer-2025-72">https://www.sec.gov/rules-regulations/public-comments/sr-nyseamer-2025-72</a>.
\4\ In Amendment No. 1, the Exchange: (1) clarified the
Exchange's authority to suspend or delist a security; (2) specified
that an issuer subject to delisting under the proposal, and under
Sections 1003(f)(vi) and (vii) of the Company Guide, would not be
eligible to follow the procedures in Section 1009 of the Company
Guide; (3) provided additional description of certain aspects of the
proposal; and (4) made other technical and non-substantive changes.
The full text of Amendment No. 1 can be found on the Commission's
website at <a href="https://www.sec.gov/comments/sr-nyseamer-2025-72/srnyseamer202572-696287-2176995.pdf">https://www.sec.gov/comments/sr-nyseamer-2025-72/srnyseamer202572-696287-2176995.pdf</a> (``Amendment No. 1'').
\5\ 15 U.S.C. 78s(b)(2).
\6\ See Securities Exchange Act Release No. 104704, 91 FR 4696
(Feb. 2, 2026). The Commission designated March 17, 2026 as the date
by which the Commission shall approve, disapprove, or institute
proceedings to determine whether to disapprove the proposed rule
change. See id.
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On February 25, 2026, the Exchange filed Amendment No. 2 to the
proposed rule change, which superseded the original proposed rule
change, as modified by Amendment No. 1, in its entirety.\7\ On March 6,
2026, the Exchange filed Amendment No. 3 to the proposed rule change,
which superseded the original proposed rule change, as modified by
Amendment Nos. 1 and 2, in its entirety.\8\ The Commission is
publishing this notice and order to solicit comments on the proposed
rule change, as modified by Amendment Nos. 1, 2, and 3, from interested
persons and is instituting proceedings pursuant to Section 19(b)(2)(B)
of the Act \9\ to determine whether to approve or disapprove the
proposed rule change, as modified by Amendment Nos. 1, 2, and 3.
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\7\ In Amendment No. 2, the Exchange: (1) provided additional
explanation of certain aspects of the proposal; and (2) made other
technical and non-substantive changes. The full text of Amendment
No. 2 can be found on the Commission's website at <a href="https://www.sec.gov/comments/sr-nyseamer-2025-72/srnyseamer202572-715787-2239694.pdf">https://www.sec.gov/comments/sr-nyseamer-2025-72/srnyseamer202572-715787-2239694.pdf</a> (``Amendment No. 2'').
\8\ In Amendment No. 3, the Exchange: (1) removed the proposed
addition of Section 1003(b)(i)(D) of the Company Guide by which an
issuer that is determined to have an average market capitalization
over a consecutive 30 trading-day period of less than $5,000,000
would be subject to immediate suspension and delisting (``Minimum
Market Capitalization''); (2) removed a proposed modification to
Section 1009 of the Company Guide with regard to the Minimum Market
Capitalization criteria; and (3) made other technical and non-
substantive changes. The full text of Amendment No. 3 can be found
on the Commission's website at <a href="https://www.sec.gov/comments/sr-nyseamer-2025-72/srnyseamer202572-719747-2253335.pdf">https://www.sec.gov/comments/sr-nyseamer-2025-72/srnyseamer202572-719747-2253335.pdf</a> (``Amendment
No. 3'').
\9\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposed Rule Change, as Modified by Amendment
Nos. 1, 2, and 3 <SUP>10</SUP>
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\10\ All capitalized terms not otherwise defined in this order
shall have the meanings set forth in the Company Guide.
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Section 1003 of the Company Guide sets forth minimum quantitative
and qualitative continued listing standards for securities listed on
the Exchange.\11\ Currently, Section 1003(f)(v) of the Company Guide
states that the Exchange will consider initiating suspension and
delisting procedures when a class of common stock is selling for a
substantial period of time at a low price per share and its issuer
fails to effect a reverse stock split to raise the per share trading
price.\12\ The Exchange states that, in applying this rule, Exchange
staff seeks to have proactive
[[Page 13649]]
discussions with any issuer whose stock is trading below $1.00 to
notify such issuer of the Exchange's policy to initiate suspension and
delisting procedures when a stock trades below $0.10 per share.\13\ The
Exchange states that it has noticed a recent increase in companies that
have a very low trading price per share,\14\ and that an issuer that
trades at a low price per share is potentially susceptible to
manipulation and more likely to experience trading volatility in its
shares.\15\ According to the Exchange, at such low prices, less capital
is required to undertake manipulative trading activity.\16\ Therefore,
the Exchange proposes to amend Section 1003 relating to the price
criteria for continued listing to increase the price at which the
Exchange would take immediate delisting action and codify such price in
Exchange rules.\17\
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\11\ See Amendment No. 3, supra note 8, at 4. Specifically,
Section 1003 of the Company Guide requires issuers of common stock
to maintain certain quantitative minimum standards related to
stockholders' equity, publicly held shares, public shareholders, and
aggregate market value of publicly held shares. In addition, Section
1003 also sets forth qualitative continued listing standards related
to, among other things, operations contrary to public interest and
reduction of operations. See id.
\12\ See id. at 4-5.
\13\ See id. at 5.
\14\ See id.
\15\ See id.
\16\ See id.
\17\ See id.
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The Exchange proposes to amend Section 1003(f)(v) of the Company
Guide to specify that if a security's closing price per share is less
than $0.25 (the ``Minimum Trading Price'') on any trading day, the
Exchange shall immediately suspend trading and commence delisting
proceedings with respect to such security in accordance with the
provisions of Section 1009 of the Company Guide.\18\ The Exchange
states that it believes that securities that trade below the Minimum
Trading Price are more susceptible to trading volatility and market
manipulation and are unlikely to recover to any meaningful degree.\19\
The Exchange also proposes to modify Section 1009 of the Company Guide
to state that such security would not be eligible to follow the
procedures outlined in Section 1009 of the Company Guide with respect
to the Minimum Trading Price criteria.\20\ The Exchange states that all
issuers retain the right to appeal an Exchange delisting decision.\21\
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\18\ See id.
\19\ See id. at 6.
\20\ See id. In addition, the Exchange proposes to amend Section
1009 of the Company Guide to specify that an issuer subject to
delisting under Sections 1003(f)(vi) and 1003(f)(vii) of the Company
Guide would not be eligible to follow the procedures in Section
1009. See id. Section 1003(f)(vi) prohibits one or more reverse
stock splits with a cumulative ratio of 200 shares or more to one in
a two-year period; and Section 1003(f)(vii) prohibits a reverse
stock split that results in an issuer's security falling below any
of the continued listing requirements of Section 1003. See id. at 5.
Currently, an issuer subject to delisting under Section 1003(f)(vi)
or Section 1003(f)(vii) of the Company Guide is not eligible to
follow the procedures in Section 1009 of the Company Guide. See id.
at 6.
\21\ See id. at 5. The procedures for appealing an Exchange
delisting decision are set forth in Part 12 of the Company Guide.
See id. at 5, n.10.
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The Exchange proposes that these changes would be effective on
October 1, 2026.\22\ The Exchange states that providing a transition
period before the rule is effective would afford issuers time to
implement reverse stock splits to increase their share price before the
new requirement is in place.\23\
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\22\ See id. at 5.
\23\ See id. The Exchange also states that its rules prohibiting
(1) one or more reverse stock splits with a cumulative ratio of 200
shares or more to one in a two-year period and (2) a reverse stock
split that results in a company becoming non-compliant with any of
the requirements of Section 1003 of the Company Guide would remain
in place. See id.
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The Exchange also proposes to clarify in Section 1003(f)(v) of the
Company Guide that, consistent with its general authority under Section
1002(e) of the Company Guide to suspend trading in the event of any
condition that makes further dealings on the Exchange unwarranted, it
may suspend trading or delist a security where, in the Exchange's
opinion, the trading price has experienced a precipitous decline and is
at an abnormally low level from which it is unlikely to recover, even
if such security has not fallen below the Minimum Trading Price.\24\
The Exchange states that, in its experience, under those conditions a
security's trading price is generally unable to recover.\25\
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\24\ See id. See also proposed Section 1003(f)(v) of the Company
Guide.
\25\ See Amendment No. 3, supra note 8, at 5.
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III. Proceedings To Determine Whether To Approve or Disapprove SR-
NYSEAMER-2025-72, as Modified by Amendment Nos. 1, 2, and 3 and Grounds
for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \26\ to determine whether the proposed rule
change, as modified by Amendment Nos. 1, 2, and 3 should be approved or
disapproved. Institution of such proceedings is appropriate at this
time in view of the legal and policy issues raised by the proposed rule
change. Institution of proceedings does not indicate that the
Commission has reached any conclusions with respect to any of the
issues involved. Rather, as described below, the Commission seeks and
encourages interested persons to provide additional comment on the
proposed rule change to inform the Commission's analysis of whether to
approve or disapprove the proposed rule change, as modified by
Amendment Nos. 1, 2, and 3.
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\26\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\27\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of, and input from commenters with respect to, the proposed
rule change's consistency with the Act, and in particular, Section
6(b)(5) of the Act,\28\ which requires, among other things, that the
rules of a national securities exchange be designed to prevent
fraudulent and manipulative acts and practices, 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, and not be
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers; and Section 6(b)(7) of the Act,\29\ which
requires, among other things, that the rules of an exchange provide
fair procedure for the prohibition or limitation by the exchange of any
person with respect to access to services offered by the exchange.
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\27\ Id.
\28\ 15 U.S.C. 78f(b)(5).
\29\ 15 U.S.C. 78f(b)(7).
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The development and enforcement of meaningful listing standards
\30\ for an exchange is of critical importance to financial markets and
the investing public. Among other things, such listing standards help
ensure that exchange-listed companies will have sufficient public
float, investor base, and trading interest to provide the depth and
liquidity to promote fair and orderly markets. Meaningful listing
standards also are important given investor expectations regarding the
nature of securities that have achieved an exchange listing, and the
role of an exchange in overseeing its market and assuring compliance
with its listing standards.\31\
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\30\ This reference to ``listing standards'' refers to both
initial and continued listing standards.
\31\ See, e.g., Securities Exchange Act Release Nos. 88716 (Apr.
21, 2020), 85 FR 23393 (Apr. 27, 2020) (SR-NASDAQ-2020-001) (Order
Approving a Proposed Rule Change To Modify the Delisting Process for
Securities With a Bid Price at or Below $0.10 and for Securities
That Have Had One or More Reverse Stock Splits With a Cumulative
Ratio of 250 Shares or More to One Over the Prior Two-Year Period);
88389 (Mar. 16, 2020), 85 FR 16163 (Mar. 20, 2020) (SR-NASDAQ-2019-
089) (Notice of Filing of Amendment No. 1 and Order Granting
Accelerated Approval of a Proposed Rule Change, as Modified by
Amendment No. 1, To Amend Rule 5815 To Preclude Stay During Hearing
Panel Review of Staff Delisting Determinations in Certain
Circumstances). See also Securities Exchange Act Release No. 81856
(Oct. 11, 2017), 82 FR 48296, 48298 (Oct. 17, 2017) (SR-NYSE-2017-
31) (Notice of Filing of Amendment No. 1 and Order Granting
Accelerated Approval of a Proposed Rule Change, as Modified by
Amendment No. 1, To Amend the Listed Company Manual To Adopt Initial
and Continued Listing Standards for Subscription Receipts) (stating
that ``[a]dequate standards are especially important given the
expectations of investors regarding exchange trading and the
imprimatur of listing on a particular market'' and that ``[o]nce a
security has been approved for initial listing, maintenance criteria
allow an exchange to monitor the status and trading characteristics
of that issue . . . so that fair and orderly markets can be
maintained'').
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[[Page 13650]]
As discussed above, currently, the Exchange will consider
initiating suspension and delisting procedures when a class of common
stock is selling for a substantial period of time at a low price per
share and its issuer fails to effect a reverse stock split to raise the
per share trading price.\32\ The company will be subject to suspension
and delisting when a stock trades below $0.10.\33\ The Exchange's
proposal would allow the Exchange to immediately suspend and delist a
security if a security's closing price per share is less than the
Minimum Trading Price (i.e., $0.25).\34\ Thus, the proposal would
accelerate the timeframe within which the Exchange would delist a
security in instances where the security trades below the Minimum
Trading Price and result in immediate suspension from trading on the
Exchange. In addition, the proposal would clarify that the Exchange
would consider suspension and delisting of a security where, in the
Exchange's opinion, the trading price has experienced a precipitous
decline and is at an abnormally low level from which it is unlikely to
recover.\35\
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\32\ See supra note 12 and accompanying text.
\33\ See supra note 13 and accompanying text.
\34\ See supra note 18 and accompanying text.
\35\ See supra note 24 and accompanying text.
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One commenter states that the proposal to establish a Minimum
Trading Price ``does not provide a stable, objective, and predictable
trigger for suspension and delisting.'' \36\ The commenter also states
that the Exchange fails to provide empirical evidence to support the
Minimum Trading Price or objective, quantitative criteria under which
the Exchange will consider trading price to have experienced a
precipitous decline and be at an abnormally low level from which it is
``generally unlikely to recover.'' \37\ In addition, the commenter
states that ``the absence of clear guardrails around the Exchange's
discretion raises serious fair-process concerns.'' \38\
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\36\ Letter from John M. Schaible, Executive Chairman,
AtlasClear Holdings, Inc., dated Feb. 13, 2026, at 1.
\37\ See id. at 2. The commenter states that while the Minimum
Trading Price would be ``a nominal anchor, [ ] suspension and
delisting remain fundamentally discretionary and unbounded by
articulated, objective standards.'' Id. at 3.
\38\ Id. at 4-5. The commenter states that issuers are unable to
reliably forecast when their securities will become noncompliant and
that while issuers retain the right to appeal delisting decisions
under Part 12 of the Company Guide, an appeal cannot cure the harm
that could be caused by immediate suspension and delisting and there
is a lack of transparency regarding historical outcomes of appeals
for minimum price delistings. See id. at 4-5. The commenter also
states that the proposal fails to consider reasonable alternatives,
such as including a 30-trading-days average closing price test and
granting compliance periods. See id. at 3-4.
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Another commenter states that the Exchange has not demonstrated,
through ``reasoned and evidence-based analysis,'' that its proposal is
necessary to protect investors and promote fair and orderly
markets.\39\ Specifically, the commenter states that the Exchange does
not demonstrate that the Minimum Trading Price ``is a reliable
predictor of sustained financial distress, manipulation risk, or future
non-compliance with existing listing standards.'' \40\ The commenter
also states that the Minimum Trading Price criteria would ``materially
impair capital formation for small public companies,'' including those
that are currently above the proposed criteria.\41\ In addition, the
commenter states that the proposed effective date would provide an
insufficient transition period and that there should be a delayed
effective date of no less than twelve months to allow issuers,
investors, and lenders time to make necessary adjustments.\42\
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\39\ See Letter from Small Public Company Coalition, dated Mar.
12, 2026, at 2-5.
\40\ Id. at 5. The commenter states that an accompanying
analysis conducted by Professor Craig M. Lewis based on data from
the Center for Research in Security Prices shows that a substantial
proportion of companies that fell below a $0.25 trading price
subsequently recovered and remain listed. See id. at 5-6. See also
id. at 23-26.
\41\ See id. at 7-9. The commenter states that the proposal does
not analyze more targeted alternatives or demonstrate this
deficiency ``warrants categorical removal while other continued
listing failures receive cure periods, graduated supervision, or
discretionary review.'' Id. at 15.
\42\ See id. at 18-20. Another commenter states that, consistent
with other continued listing provisions, the Exchange should
implement a delayed effective date or impose a defined transition or
grandfathering period, and provide impacted issuers with an
opportunity to submit a plan of compliance. See Letter from Power
REIT, dated Jan. 28, 2026, at 1-2. The commenter specifically
referenced the Minimum Market Capitalization aspect of the proposal
as filed, which the Exchange removed in Amendment No. 3. See supra
note 8.
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The Commission asks that commenters address the sufficiency of the
Exchange's statements in support of the proposal, which are set forth
in Amendment No. 3, in addition to any other comments they may wish to
submit about the proposed rule change, as modified by Amendment Nos. 1,
2, and 3. In particular, the Commission seeks comment on whether the
proposal to provide that the Exchange will immediately suspend and
delist a security if a security's closing price per share is less than
the Minimum Trading Price, and to clarify that the Exchange may suspend
and delist a security when the trading price has experienced a
precipitous decline and is at an abnormally low lever from which it is
unlikely to recover, is designed to be consistent with the requirements
of Sections 6(b)(5) and 6(b)(7) of the Act \43\ or raises any new or
novel concerns not previously contemplated by the Commission.
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\43\ 15 U.S.C. 78f(b)(5), (b)(7).
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IV. Procedure: Request for Written Comments
The Commission requests that interested persons provide written
submissions of their data, views, and arguments with respect to the
issues identified above, including the issues raised by commenters and
the Exchange's response, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposed rule
change, as modified by Amendment Nos. 1, 2, and 3, is consistent with
Sections 6(b)(5), 6(b)(7), or any other provision of the Act, or the
rules and regulations thereunder. Although there do not appear to be
any issues relevant to approval or disapproval that would be
facilitated by an oral presentation of data, views, and arguments, the
Commission will consider, pursuant to Rule 19b-4 under the Act,\44\ any
request for an opportunity to make an oral presentation.\45\
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\44\ 17 CFR 240.19b-4.
\45\ Section 19(b)(2) of the Act, as amended by the Securities
Acts Amendments of 1975, Public Law 94-29 (June 4, 1975), grants to
the Commission flexibility to determine what type of proceeding--
either oral or notice and opportunity for written comments--is
appropriate for consideration of a particular proposal by a self-
regulatory organization. See Securities Acts Amendments of 1975,
Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 75,
94th Cong., 1st Sess. 30 (1975).
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Interested persons are invited to submit written data, views, and
arguments regarding whether the proposed rule change, as modified by
Amendment Nos. 1, 2, and 3, should be approved or disapproved by April
10, 2026. Any person who wishes to file a rebuttal to any other
person's
[[Page 13651]]
submission must file that rebuttal by April 24, 2026. The Commission
asks that commenters address the sufficiency of the Exchange's
statements in support of the proposal, in addition to any other
comments they may wish to submit about the proposed rule change.
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#dba9aeb7bef6b8b4b6b6beb5afa89ba8beb8f5bcb4ad"><span class="__cf_email__" data-cfemail="6311160f064e000c0e0e060d1710231006004d040c15">[email protected]</span></a>. Please include
file number SR-NYSEAMER-2025-72 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-2025-72. 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-2025-72 and should be submitted
by April 10, 2026. Rebuttal comments should be submitted by April 24,
2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\46\
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\46\ 17 CFR 200.30-3(a)(57).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-05479 Filed 3-19-26; 8:45 am]
BILLING CODE 8011-01-P
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