Notice2026-05480
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendment No. 1 and Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, 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
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 13683-13686]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-05480]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105035; File No. SR-NYSE-2025-43]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Amendment No. 1 and Order Instituting Proceedings
To Determine Whether To Approve or Disapprove a Proposed Rule Change,
as Modified by Amendment No. 1, To Amend Section 802.01C of the NYSE
Listed Company Manual
March 17, 2026.
I. Introduction
On December 3, 2025, New York Stock Exchange LLC (``NYSE'' 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 802.01C of the NYSE Listed
Company Manual (``Manual''). 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which superseded the original proposed rule change in its entirety.\4\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. 104385 (Dec. 12,
2025), 90 FR 58669. The Commission has received no comment letters
on the proposed rule change.
\4\ In Amendment No. 1, the Exchange: (1) clarified that a
company subject to delisting under the proposal would not be
eligible to follow the procedures in Section 802.01C of the Manual;
(2) clarified the Exchange's authority to suspend trading in or
delist a security; (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-nyse-2025-47/srnyse202543-696267-2177015.pdf">https://www.sec.gov/comments/sr-nyse-2025-47/srnyse202543-696267-2177015.pdf</a> (``Amendment No. 1'').
\5\ 15 U.S.C. 78s(b)(2).
\6\ See Securities Exchange Act Release No. 104708, 91 FR 4763
(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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The Commission is publishing this notice and order to solicit
comments on the proposed rule change, as modified by Amendment No. 1,
from interested persons and is instituting proceedings pursuant to
Section 19(b)(2)(B) of the Act \7\ to determine whether to approve or
disapprove the proposed rule change, as modified by Amendment No. 1.
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\7\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposed Rule Change, as Modified by Amendment
No. 1 <SUP>8</SUP>
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\8\ All capitalized terms not otherwise defined in this order
shall have the meanings set forth in the Manual.
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Section 802.01 of the Manual sets forth minimum quantitative and
qualitative continued listing standards for securities listed on the
Exchange.\9\ Currently, Section 802.01C of the Manual provides 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
(``Price Criteria'').\10\ Pursuant to Section 802.01C, 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.\11\ A company must
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notify the Exchange of its intent to cure the Price Criteria deficiency
or will be subject to suspension and delisting procedures.\12\ The
company 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.\13\ In the event
that at the expiration of the six-month cure period, both of these
criteria for regaining compliance are not attained, the Exchange will
commence suspension and delisting procedures.\14\
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\9\ See Amendment No. 1, supra note 4, at 4. Specifically,
Sections 802.01A and B of the Manual require issuers of common stock
to maintain certain quantitative minimum standards related to
stockholders, stockholders' equity, and global market
capitalization. In addition, Section 802.01D of the Manual sets
forth qualitative listing standards, related to, among other things,
reduction in operating assets, change in primary business focus, and
conduct not in keeping with sound public policy. See id.
\10\ See id.
\11\ See id. A company is not eligible to follow the procedures
outlined in Sections 802.02 and 802.03 of the Manual, including the
opportunity to submit a plan to regain compliance, with respect to
the Price Criteria. See Section 802.01C of the Manual.
\12\ See Amendment No. 1, supra note 4, at 4.
\13\ See id.
\14\ See id.
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The Exchange states that it maintains ongoing dialogue with
companies approaching noncompliance with the Price Criteria as well as
companies working through a cure period.\15\ The Exchange further
states that, regardless of where an issuer stands in the Price Criteria
cure period, in the event that a stock trades below $0.10 per share,
the Exchange promptly initiates suspension and delisting
procedures.\16\ The Exchange states that it has noticed a recent
increase in companies trading on public markets that have a very low
trading price per share,\17\ and that an issuer having this
characteristic is potentially susceptible to manipulation and more
likely to experience trading volatility in its shares.\18\ According to
the Exchange, at such low prices, less capital is required to undertake
manipulative trading activity.\19\ Therefore, the Exchange proposes to
amend Section 802.01C 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.\20\
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\15\ See id. at 5.
\16\ See id.
\17\ See id.
\18\ See id.
\19\ See id.
\20\ See id.
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The Exchange proposes to amend Section 802.01C of the Manual 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
804.00 of the Manual.\21\ 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.\22\ The Exchange also
proposes to modify Section 802.01C of the Manual to state that a
security would not be eligible to follow the procedures outlined in
Sections 802.01C, 802.02, and 802.03 of the Manual with respect to the
Minimum Trading Price criteria.\23\ The Exchange states that all
issuers retain the right to appeal an Exchange delisting decision.\24\
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\21\ See id. See also proposed Section 802.01C of the Manual.
\22\ See Amendment No. 1, supra note 4, at 6.
\23\ See id. at 5. See also proposed Section 802.01C of the
Manual.
\24\ See Amendment No. 1, supra note 4, at 5. The procedures for
appealing an Exchange delisting decision are set forth in Section
804.00 of the Manual. See id. at 5, n.7.
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The Exchange proposes that this change would be effective on
October 1, 2026.\25\ 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.\26\
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\25\ See id. at 5.
\26\ 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 802.01A of the Manual would remain in
place. See id.
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The Exchange also proposes to clarify in Section 802.01C of the
Manual that, consistent with its general authority under Section
802.01D of the Manual 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.\27\ The
Exchange states that, in its experience, under those conditions a
security's trading price is generally unable to recover.\28\
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\27\ See id.
\28\ See id.
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III. Proceedings To Determine Whether To Approve or Disapprove SR-NYSE-
2025-43, as Modified by Amendment No. 1, and Grounds for Disapproval
Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \29\ to determine whether the proposed rule
change, as modified by Amendment No. 1, 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 No. 1.
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\29\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\30\ 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,\31\ 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,\32\ 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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\30\ Id.
\31\ 15 U.S.C. 78f(b)(5).
\32\ 15 U.S.C. 78f(b)(7).
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The development and enforcement of meaningful listing standards
\33\ 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
[[Page 13685]]
securities that have achieved an exchange listing, and the role of an
exchange in overseeing its market and assuring compliance with its
listing standards.\34\
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\33\ This reference to ``listing standards'' refers to both
initial and continued listing standards.
\34\ 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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As discussed above, currently, a company that falls below the
Exchange's continued listing standards because the average closing
price of its security is less than $1.00 over a consecutive 30 trading-
day period generally will be able to take advantage of a six-month cure
period to regain compliance. However, regardless of where an issuer
stands in the six-month cure period, the company will be subject to
immediate suspension and delisting if its security trades below $0.10.
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).\35\ 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.\36\
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\35\ See supra note 21 and accompanying text.
\36\ See supra note 27 and accompanying text.
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The Exchange states that it has increased the price at which it
would take immediate delisting action in response to its observations
that there is an industry-wide trend of low-priced stocks trading on
national securities exchanges.\37\ The Exchange also states that shares
with a very low trading price are potentially susceptible to
manipulation and more likely to experience trading volatility, and
securities that fall below the Minimum Trading Price are unlikely to
recover to a meaningful degree.\38\ Further, the Exchange states that a
security's trading price is generally unable to recover when it has
experienced a precipitous decline and is at an abnormally low
level.\39\
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\37\ See Amendment No. 1, supra note 4, at 5.
\38\ See supra notes 17-19 and 22 and accompanying text.
\39\ See supra note 28 and accompanying text.
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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. 1, in addition to any other comments they may wish to
submit about the proposed rule change, as modified by Amendment No. 1.
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 level 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 \40\ or raises any new or novel concerns
not previously contemplated by the Commission.
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\40\ 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 No. 1, 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,\41\ any request for an
opportunity to make an oral presentation.\42\
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\41\ 17 CFR 240.19b-4.
\42\ 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 No. 1, should be approved or disapproved by April 10, 2026.
Any person who wishes to file a rebuttal to any other person's
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#681a1d040d450b0705050d061c1b281b0d0b460f071e"><span class="__cf_email__" data-cfemail="483a3d242d652b2725252d263c3b083b2d2b662f273e">[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 by
April 10, 2026.
[[Page 13686]]
Rebuttal comments should be submitted by April 24, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\43\
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\43\ 17 CFR 200.30-3(a)(57).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-05480 Filed 3-19-26; 8:45 am]
BILLING CODE 8011-01-P
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