Notice2026-05481
Self-Regulatory Organizations; NYSE American LLC; Notice of Filing of Proposed Change To Amend Section 1003 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 13645-13647]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-05481]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-105036; File No. SR-NYSEAMER-2026-17]
Self-Regulatory Organizations; NYSE American LLC; Notice of
Filing of Proposed Change To Amend Section 1003 of the NYSE American
Company Guide
March 17, 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 March 6, 2026, 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 II and
III below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Section 1003 of the NYSE American
Company Guide (the ``Company Guide'') to establish that an issuer must
maintain a certain market capitalization in order to remain listed on
the Exchange. The proposed rule change is available on the Exchange's
website at <a href="http://www.nyse.com">www.nyse.com</a> and at the principal office of the Exchange.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
Section 1003 of the Company Guide sets forth minimum quantitative
and qualitative continued listing standards for securities listed on
the Exchange. Issuers of common stock are required to maintain certain
quantitative minimum standards related to stockholders' equity,\4\
publicly held shares,\5\ public shareholders \6\ and aggregate market
value of publicly held shares.\7\ In addition, Section 1003 also sets
forth qualitative continued listing standards related to, among other
things, operations contrary to public interest \8\ and reduction of
operations.\9\
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\4\ See Section 1003(a) of the Company Guide.
\5\ See Section 1003(b)(i)(A) of the Company Guide.
\6\ See Section 1003(b)(i)(B) of the Company Guide.
\7\ See Section 1003(b)(i)(C) of the Company Guide.
\8\ See Section 1003(f)(iii) of the Company Guide.
\9\ See Section 1003(c) of the Company Guide.
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While the Exchange believes that its existing rules provide
meaningful assurance that only financially sound and quality issuers
remain listed on the Exchange, it has noticed a recent increase in
companies that have a very small market capitalization. The Exchange
believes that an issuer having a small market capitalization is
potentially susceptible to manipulation and more likely to experience
trading volatility in its shares because, at smaller sizes, less
capital is required to undertake manipulative trading activity. As
such, the Exchange now proposes to amend Section 1003 to specify that
an issuer must maintain a certain market capitalization in order to
remain listed on the Exchange.
Minimum Market Capitalization
Section 1003(b)(i) of the Company Guide enumerates circumstances
where a class of common stock has sufficiently limited distribution of
shares so as to warrant suspension and delisting. While reduced value
of publicly held shares is grounds for suspension and delisting,\10\
Section 1003(b)(i) does not contain a minimum market capitalization
requirement. The Exchange now proposes to adopt new Section
1003(b)(i)(D) to specify that an issuer's class of common stock will be
subject to immediate suspension and delisting if it has an average
market capitalization over a consecutive 30 trading-day period of less
than $5,000,000.\11\ The Exchange further proposes that an issuer
falling below this standard will not be eligible to submit a compliance
plan pursuant to Section 1009 of the Company Guide.
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\10\ Section 1003(b)(i)(C) states that a class of common stock
will be subject to suspension and delisting if its aggregate market
value of shares publicly held is less than $1,000,000 for more than
90 consecutive days.
\11\ The footnote to Section 1003 specifies how a company's
market capitalization is calculated for purposes of the requirements
contained in Section 1003. The Exchange notes that the New York
Stock Exchange (``NYSE'') has a comparable requirement contained in
Section 802.01B of the NYSE Listed Company Manual where it will
delist a security that is determined to have average global market
capitalization over a consecutive 30 trading-day period of less than
$15,000,000. Given that issuers listed on the Exchange tend to be
smaller than those listed on the NYSE, the Exchange believes it is
appropriate to establish a lower minimum market capitalization
threshold of $5,000,000.
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The Exchange believes it is appropriate to adopt a minimum market
capitalization standard for continued listing because, in its
experience, a company with a sustained market capitalization below
$5,000,000 is likely to be financially distressed and is increasingly
susceptible to manipulation due to its small size. In
[[Page 13646]]
the Exchange's experience, having a market capitalization below
$5,000,000 is frequently a leading indicator that a company has other
financial concerns that often require a substantial amount of
regulatory oversight. Accordingly, the Exchange does not believe that a
company fitting this profile is appropriate for continued listing on
the Exchange. The Exchange proposes to specify that a company subject
to suspension and delisting for falling below proposed Section
1003(b)(i)(D) will not be eligible to follow the procedures to regain
compliance set forth in Section 1009 of the Company Guide, but notes
that all issuers retain the right to appeal an Exchange delisting
decision. In the Exchange's experience, a company trading at a
sustained market capitalization below $5,000,000 is unlikely to regain
financial stability and it is therefore appropriate to subject it to
immediate suspension and delisting.
The Exchange proposes that the aforementioned minimum market
capitalization standard would become effective immediately upon
Commission approval of this proposal.
The Exchange proposes to amend Section 1009 of the Company Guide to
add the proposed rule in Section 1003(b)(i)(D) to the list of continued
listing standards for which noncompliance does not entitle an issuer to
a compliance period.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Securities Exchange Act of 1934 (the ``Act'') generally
\12\ and furthers the objectives of Section 6(b)(5) of the Act \13\ in
particular, in that it is designed to promote just and equitable
principles of trade, to remove impediments to and perfect the mechanism
of a free and open market and a national market system, and in general
to protect investors and the public interest.
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\12\ 15 U.S.C. 78f(b).
\13\ 15 U.S.C. 78f(b)(5).
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In particular, the Exchange believes that establishing a minimum
market capitalization for securities listed on the Exchange is designed
to protect investors and the public interest and to remove impediments
to and perfect the mechanism of a free and open market and a national
market system because the Exchange believes that companies with a small
market capitalization are more susceptible to trading volatility and
market manipulation in their shares. By adopting clear standards that
prohibit such companies from remaining listed on the Exchange, the
Exchange is therefore protecting investors and the public interest.
The Exchange has observed that the challenges facing companies with
market capitalizations below $5 million generally are not temporary and
therefore immediate suspension from trading is warranted as a
compliance period is unlikely to provide a sustained path to regaining
compliance with Exchange rules. Further, a market capitalization below
$5 million can be a leading indicator of other financial concerns that
often require substantial regulatory oversight from the Exchange.
The Exchange believes it is appropriate to amend Section 1009 to
state that noncompliance with Section 1003(b)(i)(D) will not entitle an
issuer to a compliance period. The Exchange believes it is consistent
with Section 6(b)(5) of the Act to make this explicit statement so that
listed issuers are on notice of the consequences of certain instances
of noncompliance.
The Exchange believes that the proposed amendments are consistent
with Section 6(b)(7) of the Act \14\ in that they provide a fair
procedure for disciplining an issuer seeking access to Exchange listing
services. In this regard, the Exchange notes that noncompliance with
the proposed rules may accelerate an issuer's suspension and delisting,
but any such issuer nonetheless retains the right to appeal the
Exchange's determination.
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\14\ 15 U.S.C. 78f(b)(7).
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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 that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange notes that the
proposed amendment would establish a minimum market capitalization for
issuers listed on the Exchange. The Exchange believes that issuers with
a very small market capitalization are more likely to experience
trading volatility and potentially be the subject of manipulation in
their shares. The Exchange believes it is appropriate to address these
concerns with the adoption of clear continued listing standards. The
Exchange does not believe its proposed rules would impose any burden on
competition as all exchanges that list equity securities maintain a set
of continued listing standards appropriate for companies listed on
their respective exchange.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) by order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#4634332a236b25292b2b232832350635232568212930"><span class="__cf_email__" data-cfemail="c6b4b3aaa3eba5a9ababa3a8b2b586b5a3a5e8a1a9b0">[email protected]</span></a>. Please include
file number SR-NYSEAMER-2026-17 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-2026-17. 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.
[[Page 13647]]
All submissions should refer to file number SR-NYSEAMER-2026-17 and
should be submitted on or before April 10, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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\15\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-05481 Filed 3-19-26; 8:45 am]
BILLING CODE 8011-01-P
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